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Almirall S.A.

Audit Report / Information Feb 24, 2025

1785_10-k-afs_2025-02-24_0aa6eb17-cd53-4c98-8ca2-7896b11e7a7c.pdf

Audit Report / Information

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This document contains the following elements:

  • 1. Auditor Report (English translation)
    1. Financial Statements (English translation)
    1. Directors' report (English translation)

All those documents are available in the Spanish version of the accounts reported to the CNMV.

Translation of documents originally issued in Spanish. In the event of discrepancy, the Spanishlanguage version prevails

Auditor's Report on Almirall, S.A.

(Together with the annual accounts and directors' report of Almirall, S.A. for the year ended 31 December 2024)

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Barcelona)

Independent Auditor's Report on the Annual Accounts

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the Shareholders of Almirall, S.A.

REPORT ON THE ANNUAL ACCOUNTS

Opinion __________________________________________________________________

We have audited the annual accounts of Almirall, S.A. (the "Company"), which comprise the balance sheet at 31 December 2024, and the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes.

In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2 to the annual accounts) and, in particular, with the accounting principles and criteria set forth therein.

Basis for Opinion _________________________________________________________

We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report.

We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.

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

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Key Audit Matters ________________________________________________________

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

Valuation of non-current investments in Group companies and associates See note 8 to the annual accounts

Key audit matter How the matter was addressed in our audit
As disclosed in note 8 to the accompanying annual
accounts, at 31 December 2024 the Company has
non-current investments in Group companies and
associates amounting to Euros 1,201 million.
The Company performs an annual assessment of the
existence of objective evidence of impairment of
non-current investments in Group companies and
associates, and estimates the recoverable amount at
the reporting date of those entities for which
objective evidence of impairment exists.
We focus on this area due to the significant carrying
amount of these investments and because the
assessment made by the Company's management
and Directors to identify the existence of indications
of impairment and, in this case, their recoverable
amount, requires significant judgements and
estimates, mainly regarding the future results of the
aforementioned entities.
Our audit procedures included the following:

Assessing the design and implementation of
certain key controls linked to the process of
estimating the recoverable amount of
investments in Group companies and
associates.

Evaluating the criteria used by the Company in
the process of assessing the existence of
objective evidence of impairment of the
investments in Group companies and
associates.

Assessing the reasonableness of the
methodology used to calculate the recoverable
amount, and the key assumptions used, with
the involvement of our valuation specialists.

Evaluating the Company's capacity to calculate
the cash flow projections, comparing historical
forecasts of results with the actual results
obtained and the business plans approved by
management.
We also assessed whether the disclosures in the
annual accounts meet the requirements of the
financial reporting framework applicable to the
Company.
Recoverability of deferred tax assets
See note 18 to the annual accounts
Key audit matter How the matter was addressed in our audit
As indicated in note 18 to the accompanying annual
accounts, at 31 December 2024 the Company has
recognised deferred tax assets for a total of Euros
190 million, which primarily correspond to available
deductions generated for research and development
and unused tax loss carryforwards to be applied to
corporate income tax by the Spanish tax group.
Our audit procedures included the following:

Assessing the design and implementation of
certain key controls linked to the process of
recognising and measuring deferred tax assets.

Assessing the reasonableness of the criteria and
the main assumptions considered by the
Spanish tax group in estimating the future
taxable profits necessary for offset.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Recoverability of deferred tax assets
See note 18 to the annual accounts
Key audit matter How the matter was addressed in our audit
The recoverability of these deferred tax assets is
analysed on a yearly basis by the Company's
management and Directors in line with the best

Assessing the reasonableness of the amounts
to be offset in the estimated period of time, in
accordance with applicable tax legislation.
estimate of taxable profits for the next 10 years,
which is deemed to be a reasonably foreseeable
deadline. As part of their assessment, the
Company's Directors analyse whether the
deductions could be converted into a receivable from

Analysing the consistency of forecast results
which served as a basis for analysing the
recoverability of the deferred tax assets with the
business plan approved by the Company's
management.
the taxation authorities (monetisation) in the future,
for the purposes of considering it in assessing their
recoverability.
We also assessed whether the disclosures in the
annual accounts meet the requirements of the
The analysis of the recoverability of deferred tax
assets is considered a key audit matter because
estimating future taxable profits requires a significant
degree of judgement.
financial reporting framework applicable to the
Company.

Other Information: Directors' Report _______________________________________

Other information solely comprises the 2024 directors' report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts.

Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility regarding the information contained in the directors' report is defined in the legislation regulating the audit of accounts, as follows:

  • a) Determine, solely, whether the non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.
  • b) Assess and report on the consistency of the rest of the information included in the directors' report with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned annual accounts. Also, assess and report on whether the content and presentation of this part of the directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.

Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2024, and that the content and presentation of the report are in accordance with applicable legislation.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Directors' and Audit Committee's Responsibility for the Annual Accounts ____

The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The audit committee is responsible for overseeing the preparation and presentation of the annual accounts.

Auditor's Responsibilities for the Audit of the Annual Accounts______________

Our objectives are to obtain reasonable assurance about whether the annual accounts 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 prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the annual accounts, 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 entity's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

  • Conclude on the appropriateness of the Directors' 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 Company'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 annual accounts 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 Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view.

We communicate with Almirall, S.A.'s audit committee 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 the entity's audit committee with a statement that we have complied with the applicable ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to the audit committee of the entity, we determine those that were of most significance in the audit of the annual accounts of the current period and which 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

European Single Electronic Format ________________________________________

We have examined the digital file of Almirall, S.A. for 2024 in European Single Electronic Format (ESEF) comprising an XHTML file with the annual accounts for the aforementioned year, which will form part of the annual financial report.

The Directors of Almirall, S.A. are responsible for the presentation of the 2024 annual financial report in accordance with the format requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the "ESEF Regulation").

Our responsibility consists of examining the digital file prepared by the Company's Directors, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the annual accounts included in the aforementioned digital file fully corresponds to the annual accounts we have audited, and whether the annual accounts have been formatted, in all material respects, in accordance with the requirements of the ESEF Regulation.

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

In our opinion, the digital file examined fully corresponds to the audited annual accounts, and these are presented, in all material respects, in accordance with the requirements of the ESEF Regulation.

Additional Report to the Audit Committee _________________________________

The opinion expressed in this report is consistent with our additional report to the Company's audit committee dated 21 February 2025.

Contract Period __________________________________________________________

We were appointed as auditor by the shareholders at the ordinary general meeting on 10 May 2024 for a period of three years, from the year ended 31 December 2024.

Previously, we had been appointed for a period of three years, by consensus of the shareholders at their ordinary general meeting, and have been auditing the annual accounts since the year ended 31 December 2021.

KPMG Auditores, S.L. On the Spanish Official Register of Auditors ("ROAC") with No. S0702

(Signed on original in Spanish)

This report corresponds to stamp number 20/25/00613 issued by the Catalan Institute of Registered Auditors (Col.legi de Censors Jurats de Comptes de Catalunya).

Juan Ramón Aceytuno Mas

On the Spanish Official Register of Auditors ("ROAC") with No. 16084

21 February 2025

Almirall, S.A.

Annual financial statements for the year ended 31 December 2024 and Management Report

(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails).

Almirall, S.A. Balance sheet for the year ended 31 December (Expressed in thousands of Euros)

ASSETS Note 31/12/2024 31/12/2023
Intangible assets 5 534,704 501,149
Property, plant and equipment 6 41,085 40,282
Long-term investments in group and associate companies 8 1,201,332 1,197,575
Long-term financial investments 9 15,474 21,563
Deferred tax assets 18 189,965 179,708
NON-CURRENT ASSETS 1,982,560 1,940,277
Stocks 10 113,355 103,453
Trade and other receivables 11 146,835 126,494
Trade receivables for sales and services 40,084 33,345
Customers, group companies and associates 20 69,484 72,001
Sundry receivables 20 25,353 7,421
Staff 108 46
Current tax assets 18 5,963 7,265
Other receivables from Public Administrations 18 5,843 6,416
Short-term investments in group and associate companies 8 & 20 2,729 7
Short-term financial investments 9 6,404 13,286
Short-term prepayments and accruals 13,810 10,027
Cash and other cash equivalents 327,645 360,885
CURRENT ASSETS 610,778 614,152
TOTAL ASSETS 2,593,338 2,554,429
LIABILITIES AND EQUITY Note 31/12/2024 31/12/2023
Shareholders' Equity 1,494,718 1,375,200
Subscribed capital 12 25,616 25,127
Share premium 12 587,147 551,139
Legal reserve 12 4,275 4,275
Other reserves 12 933,457 972,172
Own shares or equity units 12 (2,780) (2,858)
Prior years' losses (174,655) (114,501)
Profit/(loss) for the year 121,657 (60,154)
Grants, gifts and bequests received 3,429 1,335
EQUITY 1,498,146 1,376,535
Long-term provisions 14 20,965 24,370
Long-term debts 361,423 357,001
Bonds and other marketable securities 15 297,993 296,851
Debts with credit institutions 15 35,000 45,000
Other financial liabilities 16 28,430 15,150
Deferred tax liabilities 18 35,652 33,748
Long-term prepayments and accruals 13 - 382
NON-CURRENT LIABILITIES 418,040 415,501
Short-term provisions 3,092 542
Short-term debts 72,284 98,743
Debts with credit institutions 15 12,327 12,398
Derivatives 15 2,046 1,569
Other financial liabilities 16 57,911 84,776
Short-term payables to group and associate companies 20 456,603 527,348
Trade and other payables 145,173 135,760
Suppliers 59,641 57,044
Suppliers, group companies and associates 20 25,282 22,500
Sundry payables 35,625 38,456
Personnel (remuneration to be paid) 13,692 11,520
Current tax liabilities 18 - 89
Other debts with Public Administrations 18 10,933 6,151
CURRENT LIABILITIES 677,152 762,393
TOTAL LIABILITIES AND EQUITY 2,593,338 2,554,429

Notes 1 to 26 explained in the attached Notes and Annex are an integral part of the annual accounts for the year ended 31 December 2024.

ALMIRALL, S.A.

Profit and loss statement for the year ended 31 December

(Expressed in thousands of Euros)

Note Year Year
2024 2023
Net turnover 19 880,005 702,805
Change in stocks of finished or semi-finished products 10 and 19 12,113 25,832
Work carried out by the company for its assets 5 20,366 5,622
Supplies 19 (299,900) (278,741)
Other operating income 19 16,489 19,828
Staff costs 19 (85,910) (74,106)
Other operating expenses 19 (324,602) (280,684)
Losses, impairment and change in provisions for trading operations 19 (390) (1,336)
Depreciation of fixed assets 5 and 6 (67,315) (39,987)
Allocation of grants for non-financial fixed assets and others 3,240 111
Impairment and gains/losses on disposals of fixed assets and investments
in group companies 19 (23,117) (116,197)
Operating gain/(loss) 130,979 (36,853)
Financial income 19 7,169 5,562
Financial expenses 19 (32,177) (27,754)
Exchange rate differences 19 (1,102) (234)
Impairment and gains/losses on disposals and changes in fair value of
financial instruments 19 (477) (1,544)
Financial result (26,587) (23,970)
Earnings before tax 104,392 (60,823)
Income tax 18 17,265 669
Profit (loss) for the year 121,657 (60,154)

Notes 1 to 26, explained in the attached Notes and the Annex, are an integral part of the annual accounts for the year ended 31 December 2024.

Year ended 31 December
2023
121,657 (60,154)
1,780
(445)
4,296 1,335
-
(2,936) -
734 -
(2,202) -
(58,819)
Note 2024
5,728
(1,432)
-
123,751

A) STATEMENT OF RECOGNISED INCOME AND EXPENDITURE

Notes 1 to 26, explained in the attached Notes and the Annex, are an integral part of the annual accounts for the year ended 31 December 2024.

(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails) Almirall, S.A. Statement of changes in equity for the year ended 31 December (Expressed in thousands of Euros)

Note Registered
capital
Share
premium
Legal
reserve
Other
reserves
Shares and
equity
units
Prior years'
years
Profit
(loss) for
the year
Grants, gifts
and
bequests
Equity
Balance as of 31
December 2022
12 21,782 322,588 4,275 1,008,334 (2,552) (56,834) (57,667) - 1,239,926
Distribution of profits 3 - - - - (57,667) 57,667 - -
Dividends/Capital increase
expenses
3,345 228,551 - (36,162) - - - - 195,734
Recognised income and
expenditure
- - - - - - (60,154) 1,335 (58,819)
Transactions with treasury
stock
- - - - (306) - - - (306)
Balance as of 31
December 2023
12 25,127 551,139 4,275 972,172 (2,858) (114,501) (60,154) 1,335 1,376,535
Distribution of profits 3 - - - - (60,154) 60,154 - -
Dividends 489 36,008 - (39,785) - - - - (3,288)
Recognised income and
expenditure
- - - - - - 121,657 2,094 123,751
Transactions with treasury
stock
- - - 1,070 78 - - - 1,148
Balance as of 31
December 2024
12 25,616 587,147 4,275 933,457 (2,780) (174,655) 121,657 3,429 1,498,146

B) TOTAL STATEMENT OF CHANGES IN EQUITY

The accompanying Notes 1 to 26 and the Annex form an integral part of the annual accounts for the year ended 31 December 2024.

Cash flow statement for the year ended 31 December (Expressed in thousands of Euros)

Notes FY 2024 FY 2023
A) CASH FLOWS FROM OPERATING ACTIVITIES
1. Earnings before tax 104,392 (60,823)
2. Adjustments to gains/losses 118,030 177,169
Depreciation of fixed assets (+) 5 and 6 67,315 39,987
Measurement adjustments for impairment 5,8,10 and
11
22,248 115,522
Change in provisions (+/-) 14 and 19 1,854 545
Allocation of grants (3,240) (111)
Gain/(loss) on disposal of fixed assets (+/-) 19 3,650 1,170
Financial income and dividends received (-) 19 and 20 (7,169) (5,562)
Financial expenses (+) 19 32,177 27,754
Exchange rate differences (+/-) 19 1,102 234
Change in fair value of financial instruments (+/-) 19 477 1,544
Incorporation of deferred income 13 (382) (921)
Recognition of financial assets fair value uncollected 9 (2) (2,994)
3. Changes in working capital (29,372) (64,414)
Stocks (+/-) 10 (11,689) (26,005)
Trade and other receivables (+/-) 11 (3,154) (21,507)
Other current assets (+/-) (4,208) (1,946)
Trade and other payables (+/-) (9,381) (13,432)
Other current liabilities (+/-) (940) (1,524)
4. Net cash flows from operating activities 3,035 1,591
Interest payable (-) 19 (9,972) (9,919)
Interest received (+) 7,169 5,562
Income tax receipts/payments (+/-) 18 6,531 5,746
Other receipts/payments (+/-) (693) 202
5. Cash flows from operating activities (+/-1 +/-2 +/-3 +/-4) 196,085 53,523
B) CASH FLOWS FROM INVESTMENT ACTIVITIES
6. Investment payments (-) (161,481) (154,158)
Group companies and associates 8 (25,945) (23,824)
Intangible assets 5 (127,977) (121,304)
Property, plant and equipment 6 (7,440) (8,429)
Other financial assets 9 (119) (601)
7. Proceeds from divestments (+) 13,446 32,447
Property, plant and equipment 6 353 -
Receivables linked to the contract with Covis 9 13,152 31,771
Other assets 9 (59) 676
8. Cash flows from investment activities (7-6) (148,035) (121,710)
C) CASH FLOWS FROM FINANCING ACTIVITIES
9. Proceeds and payments for equity instruments 77 197,461
Issuance of equity instruments (+) 12 - 197,767
Acquisition of own equity instruments (-/+) 12 77 (306)
10. Proceeds and payments for financial liability instruments (78,188) 20,290
Issue 15 1,261 31,904
Debts with credit institutions (+) 15 - 414
Debts with group and associated companies (+) 15 - 31,466
Other debts (+) 16 1,261 23
Repayment and amortisation of: (79,449) (11,614)
Debts with credit institutions (-) 15 (10,000) (11,614)
Debts with group and associated companies (-) 15 (68,445) -
Other debts (-) 16 (1,004) -
11. Dividend and remuneration payments on other equity instruments (3,288) (2,592)
Dividends (-) 3 (3,288) (2,592)
12. Cash flows from financing activities (+/-9 +/-10) (81,399) 215,160
D) EFFECT OF EXCHANGE RATE FLUCTUATIONS 109 (708)
E) NET INCREASE/(DECREASE) IN CASH or CASH EQUIVALENTS (+/-5+/-
8 +/-11 +/-D) (33,240) 146,264
Cash and cash equivalents at the start of the year 4e and 9 360,885 214,621
Cash and cash equivalents at the end of the year 4e and 9 327,645 360,885

Notes 1 to 26 explained in the attached Notes and Annex are an integral part of the annual accounts for the year ending on 31 December 2024.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

1. Activity of the Company

Almirall, S.A. (the Company) has the corporate purpose which consists basically of the purchase, manufacture, storage, marketing and mediation in the sale of pharmaceutical specialities and products, as well as of all types of raw materials used in the preparation of such pharmaceutical specialities and products.

Accordingly, the Company's corporate purpose also includes:

  • a) The purchase, manufacture, storage, marketing, and mediation in the sale of cosmetics and of chemical, biotechnological and diagnostic products for human, veterinary, agrochemical and food use, as well as of all kinds of instruments, complements and accessories for the chemical, pharmaceutical and clinical industry.
  • b) Research on active chemical and pharmaceutical ingredients and products.
  • c) The purchase, sale, rental, subdivision, and development of plots, land and estates of any nature, with the option of choosing to construct or dispose of these, in full, in part, or under the horizontal property regime.
  • d) The provision of prevention services for the undertakings and companies participating in the company pursuant to Art. 15 of Royal Decree 39/1997, of 17 January, which establishes the Prevention Services Regulations, and implementing regulations. This activity may be regulated and carried out jointly for related and participating companies pursuant to Art. 21 of the aforementioned legal text. It is expressly stated that, according to the law, this activity does not require administrative authorisation. This activity may be subcontracted to other specialised entities pursuant to Art. 15 of Royal Decree 39/1997.
  • e) To direct and manage the Company's participation in the share capital of other entities through the appropriate organisation of human and material resources.

Pursuant to the Company's articles of association, the aforementioned corporate purpose may be pursued, in whole or in part, directly by the Company itself or indirectly through shareholding or equity interests, or any other rights or interests in companies or other types of entities, with or without legal personality, with registered office in Spain or abroad, which engage in activities identical or similar to those included in the corporate purpose of the Company.

Almirall, S.A. is the parent company of a Group of companies and, in accordance with current legislation, is obliged to prepare separate consolidated annual accounts. The consolidated annual accounts for the year ended 31 December 2024 were authorised for issue by the Directors on 21 February 2025 (the consolidated annual accounts for 2023 were authorised for issue on 16 February 2024 and approved by the Company's shareholders at the Annual General Meeting held on 10 May 2024). These consolidated annual accounts show a consolidated profit of 10.1 million euros in 2024 (consolidated losses of 38.5 million euros in 2023) and consolidated equity at 31 December 2024 of 1.488 billion euros (1.463 billion euros at 31 December 2023). The Company's operations and those of the Group companies are managed on a consolidated basis and, therefore, the Company's results and financial position must be assessed on the basis of this relationship with the Group companies (Notes 8 and 20).

Almirall, S.A. is a public limited company listed on the Spanish Stock Exchanges and included in the Spanish continuous market (SIBE). Its registered office is located at Ronda General Mitre, 151, Barcelona (Spain).

2. Basis of presentation of the annual accounts

a. Financial reporting regulatory framework applicable to the Company

The annual accounts of the Company for the year ending on 31 December 2024, which have been obtained from the accounting records kept by the Company, were prepared by the Company's Directors on 21 February 2025.

These annual accounts have been prepared by the Directors in accordance with the regulatory financial reporting framework applicable to the Company, which is set out in:

  • The Code of Commerce, the Corporate Enterprises Act and other commercial legislation.
  • The General Chart of Accounts (hereinafter "GCA") approved by Royal Decree 1514/2007 together with Royal Decree 1159/2010 and Royal Decree 602/2016 amending certain aspects of the GCA and its sectorial adaptations.
  • The mandatory rules approved by the Instituto de Contabilidad y Auditoría de Cuentas (Institute of Accounting and Accounts Auditing) in development of the General Chart of Accounts and its complementary rules.
  • All other applicable Spanish accounting legislation.

b. Comparability of the information

For the purposes of comparison, the annual accounts are presented with each one of the items of the balance sheet, the profit and loss statement, the statement of changes in equity, the cash flow statement, and the notes to the annual accounts, and, in addition to the figures for financial year 2024, those corresponding to the previous year, which were part of the annual accounts for financial year 2023.

c. True and fair view

The accompanying annual accounts have been obtained from the Company's accounting records and are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, the accounting principles and criteria contained therein, so as to present the true and fair view of the Company's equity, financial position as at 31 December 2024, results of operations, changes in equity and cash flows for FY 2024.

d. Non-mandatory accounting principles applied

No non-mandatory accounting principles have been applied. On the other hand, the directors have prepared these annual accounts taking into account all the mandatory accounting principles and standards that have a material effect on these annual accounts. There is no accounting principle that is mandatory but no longer applied.

e. Critical aspects of uncertainty valuation and estimation

In preparing these annual accounts estimates have been made by the Company's directors in order to measure certain of the assets, liabilities, income, expenses and commitments reported herein. Basically, these estimates refer to:

  • − The useful life of intangible assets and of property, plant and equipment (Notes 4a and 44b).
  • − The assessment of possible impairment losses on certain property, plant and equipment and intangible assets arising from the non-recovery of the carrying amount recorded for these assets (Note 4c).
  • − The evaluation of the recoverability of deferred tax assets (Note 18).
  • − The assessment of the technical and economic feasibility of ongoing development projects that are capitalised (Note 4a).
  • − The recoverable amount of interests held in Group companies and the fair value of certain listed and unlisted financial assets (Notes 4f and 4k).
  • − Estimated liability corresponding to remuneration based on cash-settled equity instruments (Note 4r).

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Although these estimates have been made on the basis of the best information available at 31 December 2024, it is possible that future events may make it necessary to change these estimates (upwards or downwards) in the coming years, if necessary prospectively.

f. Going concern principle

The Company has negative working capital at 31 December 2024 amounting to 66,374 thousand euros (negative 148,241 thousand euros at 31 December 2023). However, the directors have prepared these annual accounts on a going concern basis as there is an implicit commitment from the majority shareholders to continue to provide the necessary support for the future development of the Company.

The Company prudently manages liquidity risk by maintaining sufficient cash and cash equivalents to have sufficient capacity to meet future obligations. In addition, the Company has current loans with Group companies amounting to 456,603 thousand euro at 31 December 2024 (527,348 thousand euro at 31 December 2023), as indicated in Notes 20, due to centralised cash management, and which are classified as short-term, but not imminently due. In addition, the Company has an undrawn credit facility with a limit of 275 million euro (275 million euro at 31 December 2023) (Note 15), and the Group of which the Company is Parent has positive working capital at the same date and a good financial position. All of the above suggests that, despite the fact that the Company has negative working capital at 31 December 2024, the Directors of the Company ensure the going concern principle based on expectations of continued earnings.

3. Allocation of gains/losses

The proposed allocation of gains/losses included in the Company's annual accounts for the financial year 2024, as well as the appropriation of profit for the financial year 2023 approved by the General Meeting of Shareholders on 10 May 2024, is as follows:

Euros
2024 2023
Basis of distribution:
Profit (loss) for the year
121,656,950.03 (60,153,596.90)
Application:
Legal reserve
- -
Prior years' losses 121,656,950.03 (60,153,596.90)
Total 121,656,950.03 (60,153,596.90)

The dividends paid by the Company during 2024 and 2023, which in both cases correspond to the dividends approved on the results of the previous year, are shown below:

2024 2023
% of
nominal
Euros
per
share
Amount
(thousands
of euros)
% of
nominal
Euros
per
share
Amount
(thousands
of euros)
Ordinary shares 158% 0.190 39,785 158% 0.19 34,488
Total Dividends paid 158% 0.190 39,785 158% 0.19 34,488

The 2024 and 2023 dividend payments have been implemented as a flexible dividend in which shareholders have been offered the choice between receiving newly issued Company shares or the cash amount equivalent to the dividend. In 2024, the cash payment was chosen by 8.5% of the rights holders (which entailed a disbursement of 3.3 million euros), while the remaining 91.5% opted to receive new shares at the unit par value, which were issued as a capital increase. In 2023, the cash payment was chosen by 7.8% of the holders of rights (which meant a disbursement of 2.6 million euros), while the remaining 92.2% opted to receive new shares, each at par value, which were issued as a capital increase (Note 12).

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

When a dividend is approved, which may be settled in cash or through the issue of fully paid-up shares at the investor's option, i.e., remuneration with shares for a specific value, the Company recognises the corresponding liability by means of a charge to reserves equivalent to the fair value of the rights to be allotted shares at no charge. If the investor opts to subscribe for fully paid-up shares, then the corresponding capital increase will be recognised by the Company. If the investor elects to collect the dividend, the Company will derecognise the liability be means of a credit to the cash paid.

At the date of preparation of these financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to use the "Flexible Dividend" shareholder remuneration system, which has already been applied in 2024, or alternatively, to pay it fully in cash (Note 26).

4. Accounting criteria

a. Intangible assets

As a general rule, intangible assets are initially measured at acquisition or production cost. They are subsequently measured at cost less the related accumulated amortisation and, where applicable, any impairment losses (Note 4c). These assets are amortised over their useful lives.

Intangible assets with finite useful lives are amortised on the basis of their useful lives, applying criteria similar to those adopted for the amortisation of property, plant and equipment; and these criteria are basically equivalent to the following amortisation rates (determined on the basis of the average years of estimated useful life of the various items):

Annual percentage
Development costs 10%
Industrial property 6%-10%
Computer applications 18%-33%

The Company recognises any impairment loss on the carrying amount of these assets with a balancing entry under "Impairment and gains/losses on disposal of fixed assets and investments in Group companies". The criteria for recognising the impairment losses of these assets and, when applicable, the reversal of impairment losses recorded in previous years, are similar to those applied for property plant and equipment (Note 4c).

Development costs-

The Company recognises the research expenses it incurs in the profit and loss statement.

Expenses incurred as a result of the development of new drugs by the Company are only recognised as assets if all of the following conditions are met or can be demonstrated:

  • I. It is technologically possible to complete the production of the drug so that it can be made available for use or sale.
  • II. There is an intention to complete the development of the drug in question for use or sale.
  • III. There is capacity to use or sell the drug.
  • IV. The asset will generate economic benefits in the future. Among other things, the existence of a market for the drug that has been developed, or for the development itself, can be demonstrated; or, if it is to be used internally, then the usefulness of the development for the Company is proven.
  • V. The availability of adequate technological, financial or other resources to complete the development, and to use or sell the drug resulting from the ongoing development.

VI. The ability to reliably measure the expenditure attributable to this development until its completion.

The development of new drugs is subject to a high degree of uncertainty, due to the long maturation period of the drugs (usually several years) and of the technological results obtained in the different testing phases of the development process. In any of the different phases of the development process, it may be necessary to abandon said development, either because the new drugs do not meet medical and regulatory standards, or because they do not meet profitability thresholds. For these reasons, the Company considers that the uncertainty is only overcome once the developed product is approved by the competent authorities in a relevant market. This is the moment from which the Company considers that the conditions for the capitalisation of development expenses have been met.

If the consideration given in exchange for an intangible asset includes a contingent component, the acquisition price of the intangible asset shall include the best estimate of the present value of the contingent payment, unless it is linked to the occurrence of a future event that increases the economic benefits or returns to be provided by the asset that relates to events or circumstances that did not exist at the acquisition date. Similarly, using the same criteria as for property, plant and equipment, contingent payments that depend on business performance, such as sales or profit or loss, are recognised as an expense in the profit and loss statement as they are incurred.

Development costs with a finite useful life, which are eventually recognised as an asset, are amortised starting from the product's regulatory approval on a straight-line basis over the period in which it is expected to generate benefits.

Industrial property-

Patents, trademarks and licences for the production, marketing and/or distribution of products are initially recorded at acquisition cost (separately or through a business combination) and are amortised over the estimated useful lives of the products to which they relate (straight-line method), subject to the limit, if applicable, of the term of the licence agreements signed with third parties. These periods do not normally exceed 10 years.

Expenses arising from the development of an item of industrial property that is not economically viable are recognised in full in income for the fiscal year in which this fact becomes known.

Computer applications-

The Company records the costs incurred in the acquisition and development of computer software in this account. Maintenance costs for computer applications are charged to the profit and loss statement for the year in which they are incurred.

Computer applications may be contained in a tangible asset or have physical substance, thus incorporating both tangible and intangible elements. These assets are recognised as property, plant and equipment if they form an integral part of the related property, plant and equipment and are indispensable for its operation.

Computer applications are amortised on a straight-line basis over a period of between 3 and 6 years from the start-up of each application.

Merger goodwill-

The merger goodwill arose from the difference between the value at which the shares of Prodesfarma, S.A. were recorded and the underlying book value of this company at the moment of the merger by absorption of this company by the company, once the unrealised gains arising from property, plant and equipment and financial assets had been assigned to the other assets. Goodwill was fully amortised at the date of transition to the current chart of accounts.

b. Property, plant and equipment

The property, plant and equipment acquired are measured at cost revalued in accordance with various legal provisions, including Royal Decree Law 7/1996 of 7 June (Note 6). Subsequently, it is reduced by the related accumulated depreciation and impairment losses, if any, in accordance with the criteria mentioned in Note 4c.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Replacements or renewals of entire items that increase the useful life of the related asset, or its economic capacity, are recorded as an increase in property, plant and equipment, and the replaced or renewed items are derecognised.

Periodic maintenance, upkeep and repair expenses are charged to income on an accrual basis as a cost for the year in which they are incurred.

Items in progress are transferred to property, plant and equipment in operation at the end of the corresponding development period.

The annual tangible asset depreciation charge is recognised with a balancing entry in the profit and loss statement and is basically equivalent to the depreciation rates that are determined on the basis of the years of estimated useful life, although, of course, the land on which the buildings and other structures stand has an indefinite useful life and, therefore, is not depreciated. In general, the Company depreciates its property, plant and equipment using the straight-line method, distributing the cost of the assets over the years of estimated useful life, according to the following useful lives:

Years of useful
life
Construction
Technical installations and machinery
Other facilities and tools
33-50
6-12
4-12
Laboratory furnishings and equipment 6-10
Information processing equipment 4-6
Transport equipment 5-6.25

The gain or loss resulting from the disposal or retirement of an asset is calculated as the difference between the proceeds of the sale and the carrying amount of the asset, and is recognised in the profit and loss statement.

Investments of an environmental nature comprising items intended to serve the company's business activity on a lasting basis are classified under "Property, plant and equipment", measured at acquisition cost and depreciated on a straight-line basis over their estimated useful lives.

c. Impairment of intangible assets and property, plant and equipment

At each balance sheet date, the Company reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such an indication exists, then the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the asset does not generate cash flows on its own that are independent of other assets, then the Company calculates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets for which amortisation has not commenced are tested for impairment at least at the end of each fiscal year, and whenever there are indications of impairment prior to the end of each year.

The recoverable amount is defined as whichever is the greater of the following amounts: fair value less costs to sell; or the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects the current market assessments of the time value of money (TVM) and that also reflects any risks specific to the asset for which the estimated future cash flows have not been adjusted. Value in use is calculated by applying both cash flows and an after-tax discount rate. As indicated in the details below, the discounted cash flow rate has been evaluated by the Group (of which the Company is the Parent) and is considered reasonable. The fact of using these variables (discount rate and cash flows) before or after taxes does not significantly change the result of the analysis conducted.

The discount rate used is reviewed periodically (at least every six months), and it takes into account various components that reflect the current macroeconomic environment, such as the cost of risk-free debt (usually associated with the cost of public debt of the territory concerned), the sector Beta and the risk premium by size.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, then the carrying amount of the asset (or, if applicable, assets included in the cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss statement.

Losses related to the impairment of the value of the CGU initially reduce, if applicable, the value of the goodwill assigned to the CGU and then to the other assets of the CGU, pro rata based on the carrying amount of each of the assets, with the limit for each of them being the higher of their fair value less costs of disposal, their value in use and zero.

When an impairment loss subsequently reverses (a circumstance not permitted in the case of goodwill), the carrying amount of the asset (r, if applicable, assets included in the cash-generating unit) is increased to the revised estimate of its recoverable amount. This increase is implemented in such a way, however, that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (r, if applicable, assets included in the cash-generating unit) in prior fiscal years. A reversal of an impairment loss is recognised immediately as income in the profit and loss statement, up to that limit.

In general, the methodology that the Company uses for impairment tests, based on the value in use of assets assigned to the CGUs, relies on the estimation of cash flow projections drawn from financial budgets approved by the Management, which cover a 5-year period. Cash flows beyond the explicit period are extrapolated using negative perpetual growth rates (g), given that, due to the very nature of the sector, products tend to be replaced by new, innovative products in the long term or they see their price significantly reduced as a consequence of new treatments and/or entry by generics, and therefore permanent growth scenarios are not considered in the long term.

The methodology that the Company uses to carry out the impairment tests for development expenses (Note 5), which are not amortised because the marketing has not begun for each associated product, draws on detailed financial projections that cover a range from 10 to 18 years (depending on the expected useful life of the asset). A probability of the project's success is applied to these projections, and a residual income is estimated for the following years by applying a growth rate that depends on the type and age of the products, based on experience with the same.

Other intangible assets are tested for impairment only in those cases where there are indications of impairment and those that are in progress (normally products in the development stage). The main assumptions of these impairment tests are detailed in Note 5.

The financial projections for each cash-generating unit or asset consist of estimated after-tax net cash flows. The latter are determined, in turn, based on the estimated sales, gross margins and other expected costs for that cash-generating unit. The projections are based on reasonable and well-founded assumptions.

Cash flows are estimated based on the maturity cycle of the product, the size of the market (which depends on the type of disease and the level of diagnosis of the disease), the therapeutic characteristics of the product itself (based on the clinical value of the product, a market share percentage within the therapeutic area is estimated) and the expected reimbursement price. In this regard, faced with tougher macroeconomic environments, it is true that the governments of the different territories have incentives to limit healthcare spending (one part being the cost of financed medicines and treatments), but these cost containment measures can take different forms, such as the prevalence of alternative generic treatments, limiting the number of patients treated, unilateral price cuts for certain medicines, etc., so it is difficult to estimate without knowing the specific measures that may be applied, but even so the Company has some margin to adapt in many cases.

The key variables of the impairment tests performed by the Company largely reflect the sales trend for each of the different drugs, most of which are currently in the marketing phase, as well as the discount rates applied and the perpetual growth rate. Other assumptions, such as gross margin or cash flows, are not considered key for the following reasons:

-Regarding gross margin, the costs of sale of many of the products subject to impairment testing are fixed to supply contracts with the original licensees, usually at a percentage of the selling price of the products. It is therefore unusual for the cost of inflation to be passed on. Likewise, operating expenses associated

Almirall, S.A.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

with manufacturing represent a small part of the total product cost (e.g. supplies), and most of the products manufactured by the Company do not have any associated intangible asset.

-Regarding cash flows, in general the pharmaceutical sector is counter-cyclical, given that chronic and prescription treatments tend to have stable demand, and they neither benefit from nor are they harmed by favourable or recessionary macroeconomic scenarios.

In terms of sensitivity to the key assumptions, the Company's Management considers 10% to be a deviation range with sufficient headroom to absorb unexpected events beyond what is considered reasonable under normal business conditions, based on the retrospective analysis of past estimates.

As for the discount rate assumption and the perpetual growth rate assumption, half a point has been set as reasonable based on the increases experienced in recent years in the former case and a conservative assumption in the latter case.

The main assumptions used in the impairment tests and the sensitivity analysis for the years ending on 31 December 2024 and 2023 are detailed in Note 5.

d. Leases

Leases in which Almirall, S.A. acts as lessee are classified as operating leases when they meet the conditions established in the Spanish General Chart of Accounts, i.e. when ownership of the leased asset and substantially all the risks and rewards incidental to ownership are attributable to the lessor, and the related expenses are recognised in the profit and loss statement on an accrual basis.

Operating lease payments are charged to the profit and loss statement on a straight-line basis over the lease term.

Leases of property, plant and equipment in which the lessee has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments.

Each lease payment is distributed between the liability and financial expense. The corresponding lease obligations, net of financial charges, are included in long-term accounts payable. The interest portion of the finance charge is charged to the profit and loss statement over the period of the lease so as to provide a constant periodic rate of interest on the outstanding debt each period. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

At 31 December 2024 and 2023, the Company has no finance leases.

e. Cash and cash equivalents

Cash and cash equivalents are cash on deposit with the Company, bank deposits payable on demand, and financial investments convertible into cash (short-term, highly liquid investments), with a maturity not exceeding three months from the date of acquisition, which have no significant risk of change in value and that form part of the Company's normal cash management policy.

f. Financial instruments (excluding derivative financial instruments)

Recognition and classification of financial instruments:

The Company classifies financial instruments on initial recognition as a financial asset, financial liability or equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial asset, financial liability or equity instrument.

The Company recognises a financial instrument when it becomes a party to the contract or legal transaction in accordance with the provisions of the contract or legal transaction, either as the issuer or as the holder or acquirer of the instrument.

Almirall, S.A.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

For measurement purposes, the Company classifies financial instruments as financial assets and liabilities at fair value through profit or loss, separating those initially designated from those held for trading and those mandatorily measured at fair value through profit or loss; financial assets and liabilities measured at amortised cost; financial assets measured at fair value through equity, separating equity instruments designated as such from other financial assets; and financial assets measured at cost. The Company classifies financial assets at amortised cost and at fair value through equity, except for designated equity instruments, in accordance with the business model and the characteristics of the contractual cash flows. The Company classifies financial liabilities as measured at amortised cost, except for those designated at fair value through profit or loss and those held for trading.

The Company classifies a financial asset or financial liability as held for trading if:

  • − It is originated, acquired, issued or assumed principally for the purpose of selling or repurchasing it in the short term;
  • − On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of recent actions to realise gains in the short term;
  • − It is a derivative financial instrument, provided that it is neither a financial guarantee contract nor designated as a hedging instrument; or
  • − It is an obligation of the Company in a short position to deliver financial assets that have been lent to it.

The Company classifies a financial asset at amortised cost, even when it is held for trading, if it is held under a business model whose objective is to hold the investment to receive cash flows from the performance of the contract and the contractual terms of the financial asset give rise, at specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding (POPI).

The Company classifies a financial asset at fair value through equity if it is held within a business model whose objective is achieved by obtaining contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise, at specified dates, to cash flows that are POPI. The Company has no financial assets in this category.

The business model is determined by the Company's key personnel and at a level that reflects the way in which they jointly manage groups of financial assets to achieve a particular business objective. The Company's business model represents how the Company manages its financial assets to generate cash flows.

The Company classifies the following financial assets at cost:

  • a) Investments in the equity of group companies, jointly controlled entities and associates.
  • b) Investments in equity instruments whose fair value cannot be determined by reference to a quoted price in an active market for an identical instrument, or cannot be reliably estimated, and derivatives that have these investments as their underlying value.
  • c) Any other financial asset that is initially classified in the fair value through profit or loss portfolio when it is not possible to obtain a reliable estimate of its fair value.

Financial assets and liabilities measured at fair value through profit and loss

The Company recognises financial assets and liabilities at fair value through profit or loss initially at fair value. Transaction costs directly attributable to the purchase or issue are recognised as an expense as incurred.

The fair value of a financial instrument at inception is usually the transaction price, unless that price contains elements other than the instrument, in which case the Company determines the fair value of the instrument. If the Company determines that the fair value of an instrument differs from the transaction price, it recognises the difference in profit or loss to the extent that the value is derived by reference to a quoted price in an active market for an identical asset or liability or is derived from a measurement technique using only observable inputs. In all other cases, the Company recognises the difference in profit or loss to the extent that it arises from a change in a factor that market participants would consider in pricing the asset or liability.

Subsequent to initial recognition, they are recognised at fair value through profit or loss. Changes in fair value include the interest and dividend component. The fair value is not reduced by transaction costs that may be incurred in connection with its possible sale or disposal.

(Expressed in thousands of euros)

Financial assets and liabilities at amortised cost

Financial assets and liabilities at amortised cost are initially recognised at fair value, plus or minus transaction costs incurred, and are subsequently measured at amortised cost using the effective interest method. The effective interest rate is the discount rate that equates the carrying amount of a financial instrument to the estimated cash flows over the expected life of the instrument, based on its contractual terms and for financial assets without regard to future credit losses, except for those acquired or originated with incurred losses, for which the effective interest rate adjusted for credit risk, i.e. considering credit losses incurred at the time of acquisition or origination, is used.

The effective interest rate is the discount rate that exactly matches the value of a financial instrument to all of its estimated cash flows from all sources over its remaining life. For fixed rate financial instruments, the effective interest rate matches the contractual interest rate established at the time of acquisition plus, where applicable, any fees which, by their nature, can be assimilated to an interest rate. For floating rate financial instruments, the effective interest rate matches the prevailing rate of return in all respects until the first resetting of the benchmark interest rate to take place.

The following financial assets are included in this category:

−Loans and receivables: financial assets arising from the sale of goods or the rendering of services in the ordinary course of the company's business, or financial assets which, not having commercial substance, are not equity instruments or derivatives, the proceeds of which are fixed or determinable in amount and are not traded in an active market.

−Debt securities with fixed maturity and determinable payments that are traded in an active market and for which the Company expresses its intention and ability to hold to maturity.

This category includes the following financial liabilities:

    1. Trade accounts payable are payment obligations for goods or services acquired from suppliers in the ordinary course of business. Accounts payable are classified as current liabilities if payments are due within one year or less (or due within the normal operating cycle, if this cycle is longer). Otherwise, they are presented as non-current liabilities.
    1. Financial debts: Loans at subsidised or zero interest rates are forms of government aid. These loans are recognised based on the fair value of the financing received; the differences arising between that value and the nominal value of the financing received are treated as shown in Note 4i.

Fees paid to obtain credit facilities are recognised as debt transaction costs, whenever it is probable that some or all of the facility will be drawn down. In this case, fees are deferred until the amount is drawn down. To the extent that it is not probable that all or part of the credit line will be drawn down, the fee is capitalised as an advance payment for liquidity services and is amortised over the period of availability of the credit facility.

Financial assets and liabilities measured at cost

Investments in equity instruments whose fair value cannot be reliably estimated and derivative instruments that are linked to them and that must be settled by delivery of such unquoted equity instruments are measured at cost. However, if a reliable measure of the financial asset or financial liability is available to the Company at any time on an ongoing basis, the financial asset or financial liability is recognised at fair value at that time, with gains or losses recognised on the basis of the classification of the financial asset or financial liability.

Investments in group, associate and jointly-controlled companies

Group companies are considered to be those over which the Company, directly or indirectly, through subsidiaries, exercises control, in accordance with article 42 of the Commercial Code, or when the companies are controlled by one or more natural or legal persons acting jointly or are under sole management by agreements or clauses in the articles of association.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities, including potential voting rights exercisable or convertible at the end of the accounting year held by the Company or third parties.

Associates are companies over which the Company, directly or indirectly through subsidiaries, exercises significant influence. Significant influence is the power to intervene in the financial and operating policy decisions of an undertaking without exercising control or joint control over it. In assessing the existence of significant influence, the potential voting rights exercisable or convertible at the end of each financial year are considered, also taking into account the potential voting rights held by the Company or by another company.

Jointly-controlled companies are considered to be those that are jointly managed by the Company or one or more of the companies in the group, including the controlling entities or individuals, and one or more third parties outside the group.

Investments in Group companies, associates and jointly-controlled entities are initially recognised at cost, which is the fair value of the consideration given, including transaction costs incurred for investments in associates and jointly controlled entities, and are subsequently measured at cost, less any accumulated impairment losses.

The impairment calculation is determined by comparing the carrying amount of the investment with its recoverable amount, which is the higher of the present value of future cash flows from the investment and the fair value less costs to sell. Unless there is better evidence of the recoverable amount, the investee's equity, adjusted for any unrealised gains existing at the measurement date (including goodwill, if any), is taken into account. In this regard, the present value of future cash flows from the investment is calculated on the basis of the Company's share of the present value of the estimated cash flows from ordinary activities and from the final disposal or the estimated cash flows expected to be received from the distribution of dividends and from the final disposal of the investment.

At least at year-end, the Company performs an impairment test for these financial assets. Objective evidence of impairment is considered to exist if the recoverable amount of the financial asset is less than its carrying amount. When it occurs, the impairment is recorded in the profit and loss statement.

Reversals of impairment are recognised in subsequent periods, to the extent that there is an increase in the recoverable amount, up to the limit of the carrying amount that the investment would have had if no impairment had been recognised.

Impairment of financial assets

A financial asset or group of financial assets is impaired and an impairment loss has been incurred if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that loss event or events have an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

The Company recognises impairment losses on financial assets at amortised cost when there has been a reduction or delay in the estimated future cash flows due to the debtor's insolvency.

Likewise, in the case of equity instruments, impairment exists when the carrying amount of the asset is no longer recoverable due to a prolonged or significant decline in its fair value.

Impairment of financial assets measured at amortised cost

The amount of the impairment loss on financial assets measured at amortised cost is the difference between the carrying amount of the financial asset and the present value of estimated future cash flows, excluding future credit losses that have not been incurred, discounted at the asset's original effective interest rate. For floating rate financial assets, the effective interest rate at the measurement date according to the contractual terms is used. However, the Company uses their market value, provided that it is sufficiently reliable to be considered representative of the value that could be recovered.

An impairment loss is recognised in profit or loss and is reversible in subsequent periods if the decrease can be objectively related to an event occurring after its recognition. However, the reversal of the loss is limited to the amortised cost that the assets would have had if the impairment loss had not been recognised.

The Company directly reduces the carrying amount of a financial asset when it has no reasonable expectation of full or partial recovery.

The allowance for impairment of trade receivables involves a high degree of judgement by management and the review of individual balances based on the credit quality of customers, current market trends and historical analysis of bad debts at an aggregate level. To determine the country-specific component of the individual valuation adjustment, the country's credit rating, determined on the basis of information provided by external agencies, is considered. In relation to the allowance derived from the aggregate analysis of the historical experience of defaults, a reduction in the volume of balances implies a reduction in allowances and vice versa. However, the Company does not recognise impairment losses on balances with public authorities, financial institutions and balances secured by effective guarantees.

Classification of financial assets and liabilities as current and non-current

In the accompanying balance sheet, financial assets and liabilities are classified by their dates of maturity; in other words, those maturing in twelve months or less from the balance sheet date are classified as current, and those maturing in more than twelve months as non-current.

Loans maturing in the short term, but whose long-term refinancing is secured at the Company's discretion by available long-term credit facilities, are classified as non-current liabilities.

Offsetting principle

A financial asset and a financial liability are offset only when the Company has an enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

g. Derivative financial instruments

The Company's activities expose it mainly to exchange rate risks, due to the marketing of products through licensees and subsidiaries in countries with currencies other than the euro, but the Group is also exposed to interest rate risks due to the Company's indebtedness with banks.

At the beginning of each hedging transaction, the Company documents the relationship between the hedging instruments and the hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at inception and on an ongoing basis, as to whether derivatives used in hedging transactions are highly effective in offsetting changes in fair value or in cash flows of hedged items.

Derivatives are initially recognised at fair value at the date the derivative contract is signed, and subsequently remeasured at fair value at each balance sheet date. The accounting for subsequent changes in fair value depends on whether the derivative has been designated as a hedging instrument and, if so, on the nature of the item it is hedging. In the past, the Company has arranged derivatives in the following cases:

Hedges of changes in estimated cash flows arising from financial assets and liabilities, commitments and highly probable forecast transactions that an entity expects to carry out ("cash flow hedges"), such as forward exchange rates to cover relevant payments in foreign currencies.

  • Cash flow hedges that qualify for hedge accounting, such as collars to hedge interest rate fluctuations.

When option contracts are used to hedge forecast transactions, the Company designates only the intrinsic value of the option contract as the hedging instrument.

The entire fair value of a derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is greater than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months.

At 31 December 2024 and 2023, the Company has no derivative financial instruments contracted that qualify for hedge accounting.

Almirall, S.A.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in income and are included in financial income and expenses (Change of fair value of financial instruments).

See Note 15 for a description of the derivative financial instruments existing as of 31 December 2024 and 2023.

h. Stocks

Stocks are valued at acquisition or production cost, or net realisable value, whichever is lower. Production costs include direct material costs and, where applicable, direct labour costs and applicable manufacturing overheads, also including those costs incurred for transport of stocks to their present location, and current conditions at the point of sale.

Trade discounts, rebates obtained, and other similar items are deducted when determining the acquisition price.

The cost price is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in the marketing, selling and distribution processes.

The Company evaluates the net realisable value of stocks at the end of the year and recognises the appropriate loss when they are overvalued. When the circumstances that previously led to the write-down no longer exist or when there is clear evidence of an increase in net realisable value due to a change in economic circumstances, the amount of the write-down is reversed.

i. Grants, gifts and bequests

The Company accounts for grants, gifts and bequests received using the following criteria:

− Non-refundable grants, gifts and bequests: these are measured at the fair value of the amount or the asset granted, depending on whether they are of a monetary or non-monetary nature. They are initially recognised in equity and subsequently taken to profit or loss in proportion to the depreciation charge for the period for the subsidised items or, where appropriate, when they are disposed of or impaired, with the exception of those received from shareholders or owners, which are recognised directly in equity and do not constitute income.

− Refundable grants: as long as they are refundable, they are recorded as liabilities.

− Operating grants: these are credited to income when they are granted, unless they are intended to finance operating deficits in future years, in which case they are charged to income in those years. If they are granted to finance specific expenditure, they will be charged as and when the expenditure financed is incurred.

j. Provisions and contingencies

When preparing the annual accounts, the Company's directors distinguish between:

  • Provisions: credit balances that cover present obligations arising from past events, the settlement of which is probable to result in an outflow of resources, but the amount and/or timing of which is uncertain;
  • Contingent liabilities: possible obligations derived from past events that will become manifest only if one or more future events beyond the control of the Company occurs or fails to occur.

The annual accounts include all significant provisions with regards to which it is considered more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the annual accounts but are disclosed in note 17 to the extent that they are not considered to be remote.

Almirall, S.A.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account available information about the event and its consequences, with adjustments arising from the discounting of such provisions recorded as a finance expense as accrued.

The compensation to be received from a third party at the time of settlement of the obligation, provided that there is no doubt that such reimbursement will be received, is recorded as an asset, unless there is a legal link whereby part of the risk has been externalised and the Company is not liable; in this situation, the compensation is taken into account in estimating the amount of the provision, if any.

Ongoing legal proceedings and/or claims

The Company's activities fall within a highly regulated sector (health legislation, intellectual property, etc.), which increases its exposure to potential lawsuits arising from its business activities.

The claims and litigation to which the Company is subject are generally complex, meaning that their evolution can be highly uncertain, both as regards the probability of an outcome detrimental to the Company's interests and as regards the estimate of potential future disbursements to be made. As a consequence, it is necessary to use judgements and estimates, counting on the support of the relevant legal consultants.

At 31 December 2024 and 2023, various legal proceedings and claims were in progress against the Company, arising from its normal course of business. Both the Company's legal consultants and its Directors consider that the provisions recorded are sufficient and that the conclusion of these proceedings and claims will not have a significant impact on the consolidated financial statements for the years in which they are closed.

Provision for restructuring

The Company recognises restructuring costs when it has detailed plans to proceed with the restructuring, in which it identifies, at least: the business activities involved, the main locations affected, the job descriptions and approximate number of employees who will receive severance compensation after their services become unnecessary, the disbursements to be made, the possible dates on which the detailed plans will be implemented, and when a valid expectation has been induced among those workers affected, either by having started to implement the plans or by having announced their main characteristics to them.

k. Income and expenses

Revenue from contracts with customers must be recognised based on the fulfilment of performance obligations to customers.

Revenue represents the transfer of committed goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. This revenue is presented net of returns, trade discounts, prompt payment discounts and contributions to health care systems.

Five steps are established for revenue recognition:

    1. Identify the client's contract(s).
    1. Identify performance obligations.
    1. Determine the transaction price.
    1. Allocation of the transaction price to the various performance obligations.
    1. Revenue recognition according to the fulfilment of each obligation.

Sales of products and provision of services

The product sales are those derived from sales of proprietary medicinal products, active pharmaceutical ingredients and other non-prescription pharmaceutical products, where control is transferred to customers and service obligations are fulfilled when the goods are made available to customers, which in the Company's case are wholesalers, logistics operators, pharmacies and hospitals (in the various territories where the Company has a direct presence) or other pharmaceutical companies with which the Company has a distribution and/or licensing agreement for a specific territory and specific products.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Based on the five-step revenue recognition model mentioned above, sales of goods are recognised when the goods have been delivered to the customer and accepted by the customer, even if not invoiced, or, if applicable, the services have been rendered and the collectability of the related receivables is reasonably assured.

Expenses are recognised on an accrual basis immediately for expenditures that will not generate future economic benefits or when they do not qualify for recognition as an asset.

The regulations in force establish that an entity that grants the right to return product must recognise revenue equal to the consideration to which it expects to be entitled in exchange for transferring the promised goods or services to a customer, as well as a refund liability and an asset for the right to recover the products. The Company recognises its revenue net of estimated returns at the date of sale, while at the same time recognising a refund liability, classified as Long-term provisions based on its nature as a financial liability. The Company does not recognise an asset for the right to recover goods because, based on experience and the type of marketed product, returned materials cannot be returned to the Company's inventory.

The amount of recognised revenue is adjusted for expected returns, which are estimated based on the average return rate in recent years. Discounts granted to public customers are recorded as a deduction from revenue at the time the related revenue is recorded. Where appropriate, a liability is calculated on the basis of historical experience, which involves management judgements.

Therefore, the Company's revenue from product sales is subject to variable consideration for discounts, refunds and returns. This variable consideration is only recognised if it is highly probable that there will not be a material reversal in the amount of cumulative revenue recognised when the uncertainty associated with the variable consideration is subsequently resolved.

Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the balance sheet date, provided that the outcome of the transaction can be estimated reliably.

Income from granting licenses

Mainly, although not exclusively, in countries where the Company does not have a direct presence, it grants other pharmaceutical companies licences to sell its products on an exclusive basis in a specific territory, furthermore undertaking to manufacture the pharmaceutical product for the customer in most cases. Sales for the supply of products are made on an arm's length basis and are recognised as explained previously in this Note.

For these agreements, the Company generally charges an upfront payment for transfer of the licence, which is either non-refundable or may be refunded to the customer under strict conditions if the product is not finally authorised for distribution in the agreed territory. Given that these amounts are considered non-refundable in most cases, the revenue is recognised at the initial moment.

In addition, the Company usually includes in such contracts additional payments linked to the assignment of intellectual property subject to the achievement of regulatory and/or commercial milestones, which are considered contingent until the corresponding milestone occurs (at which time revenue would be recognised), or royalties based on product performance (typically sales of product in the local market), which are recognised as such sales occur.

Finally, in certain cases the Company grants perpetual licences where the Company's obligations are minimal (beyond a transitional period until transfer of the commercial authorisation in the relevant territory or until effective transfer of the production site can take place). In these cases, the Company's obligations are deemed to be fulfilled at the time when the contract is signed, and all revenue is recognised at inception.

Interest and dividend income

The Company classifies dividends and interest earned in its capacity as parent company as net sales as the Company has different activities. In other words, it is understood that income produced by the different activities of the Company will be considered in the calculation of ordinary activities, to the extent that it is obtained on a regular and periodic basis and derives from the economic cycle of production, commercialisation or provision of services of the Company. Provisions for impairment of investments in Group companies as well as receivables from Group companies are also classified as ordinary activities.

Almirall, S.A.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Interest received on financial assets is recognised using the effective interest method and dividends are recognised when the shareholder's right to receive them is declared. In any case, interest and dividends on financial assets accrued after the time of acquisition are recognised as income in the profit and loss statement.

l. Transactions in foreign currency

The functional currency used by the Company is the euro. Consequently, transactions in currencies other than the euro are deemed to be denominated in foreign currencies and are recorded at the exchange rates prevailing at the dates of the transactions.

At year-end, monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate at the balance sheet date. Reported profits or losses are taken directly to the profit and loss statement in the year in which they arise.

m. Transactions with related parties

The Company conducts all its transactions with related parties at arm's length value (Note 20). In addition, transfer prices are adequately supported and the Company's directors consider that there are no significant risks in this respect that could give rise to significant liabilities in the future.

n. Interest cost

General and specific interest costs that can be attributed directly to the acquisition, construction or production of qualifying assets, which are those assets that necessarily require a substantial period of time before they are ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.

Interest earned on the temporary investment in specific loans, pending their use for qualifying assets, is deducted from interest costs eligible for capitalisation.

Other borrowing costs are recognised in income in the year in which they are incurred.

o. Income tax

The income tax expense or income comprises the portion relating to current tax expense or income and the portion relating to deferred tax expense or income.

Almirall, S.A. is subject to Corporate Income Tax under the Spanish Tax Consolidation regime according to Chap. VI of Title VII of Law 27/2014, of 27 November, on Corporate Income Tax. The companies that make up the Group for tax purposes for 2024 and 2023 are: Almirall, S.A., Laboratorios Almirall, S.L., Industrias Farmacéuticas Almirall, S.A., Laboratorios Tecnobío, S.A., Ranke Química, S.A., Almirall Europa Derma, S.A. and Almirall Holding Iberia, S.L.; for all of these, the Company acts as parent company of the tax group.

Current tax is the amount payable by the Company as a result of income tax assessments relating to a financial year. Deductions and other tax benefits, excluding withholdings and payments on account, as well as tax losses carried forward from previous years and effectively applied in the current year, result in a lower amount of current tax.

Deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities in accordance with the liability method. These include temporary differences which are identified as amounts expected to be payable or recoverable arising from differences between the carrying amounts of assets and liabilities and their tax bases, as well as tax loss carryforwards and tax credit carryforwards. These amounts are recorded by applying the tax rate at which they are expected to be recovered or settled to the relevant timing difference or credit.

Deferred tax liabilities are recognised for all taxable temporary differences, except those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that affects neither taxable profit nor accounting profit and is not a business combination.

Deferred tax assets are only recognised to the extent that it is considered probable that future taxable profits will be available to the tax group of which the Company is the parent or, as the case may be, to individual companies against which the temporary differences can be utilised.

Deferred tax assets and liabilities arising from transactions charged or credited directly to equity accounts are also recognised with a balancing entry in equity.

In determining deferred tax assets for which the recoverability is deemed to be reasonably assured, the tax group of which the Company is the parent establishes a finite time frame for offsetting them, based on the best estimates made. Accordingly, the expected application period for deferred tax assets has been determined using an estimate of the individual taxable income of the companies comprising the tax group; moreover, the legal deadlines for use of these assets also takes into account the timetable for the use of deductions pending application, as well as the tax losses subject to offset in subsequent years. Nevertheless, the Company has considered a time frame of up to 10 years as a probable scenario for recoverability of these deferred tax assets, and hence it did not include in the recognition of the assets any tax credits that, according to the estimates of future taxable income, would require a longer period. Even though the tax legislation would allow inclusion of tax credits requiring more than 10 years for recovery, the Company does not consider the forecast beyond the 10-year time frame as a probable scenario.

Current or deferred income tax is recognised in profit or loss, unless it arises from a transaction or economic event that is recognised in the same or a different period, against equity or from a business combination.

Monetisation

When the Company makes the decision to monetise tax credits, having certified reports that support these amounts and there is a reasonable estimate that the total average number of personnel or average R&D personnel will be maintained for two years, and it is reasonable to reinvest the amounts collected from the monetisation of these tax credits in R&D activities, the amount of the monetisation (80% of R&D tax credits) will be recognised as a deferred tax asset or as tax receivables, as appropriate.

p. Severance pay

Severance payments are made to employees as a result of the Company's decision to terminate their employment contract before the normal retirement age, or when the employee agrees to voluntarily resign in exchange for these benefits. The Company recognises these benefits when it has demonstrably committed to dismiss current employees in accordance with a detailed official plan that cannot be revoked. When an offer is made to encourage the voluntary resignation of employees, severance payments are valued based on the number of employees expected to accept the offer.

Furthermore, in accordance with current legislation, the Company is obliged to pay severance payments to those employees with whom, under certain conditions, it terminates their employment relationships. Reasonably quantifiable severance payments are therefore recognised as an expense in the year in which the decision is taken and a valid expectation is created vis-à-vis third parties about the dismissal.

q. Environmental information

Assets of an environmental nature are defined as assets that are used on a long-term basis in the activities of the Company, for the main purpose of minimising environmental impacts and protecting and improving the environment, including the reduction or elimination of future pollution.

These assets are valued, like any tangible asset, at acquisition price or revalued production cost in accordance with various legal provisions, including Royal Decree-Law 7/1996 of 7 June.

The Company depreciates these items on a straight-line basis over the estimated remaining useful lives of the various items.

The Company also incurs expenses related to environmental preservation activities, as also detailed in Note 23.

r. Share-based remuneration systems

On 14 February 2008, for the benefit of certain executives, the Board of Directors of the Company approved a long-term variable compensation plan linked to the value of the Company's shares or "Stock-Equivalent Units Plan" (hereinafter the SEUS Plan), which was ratified by the General Shareholders' Meeting held on 9

Almirall, S.A. Notes to the annual accounts for the financial year 2024

(Expressed in thousands of euros)

May 2008. Under the SEUS Plan, the Company undertakes to grant the executives a long-term variable remuneration linked to the value of the Company's shares, provided that certain requirements and conditions are met and this remuneration is paid in full in cash. The liabilities recorded in the accompanying balance sheet at 31 December 2024 and 2023 are included in Note 14 to the notes to the annual accounts.

On 10 May 2024, the General Meeting of Shareholders ratified a new long-term remuneration plan for Executives called the Performance Shares Plan (hereinafter, the PSP Plan), which came into effect in 2024 and replaces the SEUS Plan described above. The characteristics of this new plan are as follows:

  • The PSP will be implemented in three-year cycles, starting on 1 January and ending on 31 December of the third year.

  • The settlement will take place in March of the year following the end of the period, with 40% to be settled in cash and 60% to be settled in Almirall, S.A. shares.

  • The assessment of this PSP plan is subject to the following objectives, with the relative weight indicated in brackets: (i) Relative total shareholder return (35%), (ii) Cumulative EBITDA (35%), (iii) Employee satisfaction (7.5%), (iv) Carbon footprint reduction (7.5%) and (v) Progress in research and development (15%).

In accordance with regulations in force, both the recognition and subsequent measurement of the PSP plan differ for the cash-settled and equity-settled portions.

The portion settled using shares (equity instruments) is recognised as an expense in the income statement during the period of consolidation with a balancing entry in Equity (Note 12). The initial valuation is at fair value on the grant date, with no revaluation at subsequent closing dates.

The portion settled in cash is recognised as an expense in the profit and loss statement during the period of consolidation with a credit in liabilities (under the heading Remuneration payable, Note 14). Both the initial valuation and subsequent valuations for each of the year-end periods for which the PSP plan is in effect are at fair value.

In addition, a breakdown of the portion corresponding to the Board of Directors and to the Senior Management can be found in Note 21.

s. Equity

The subscribed capital is represented by ordinary shares.

The costs of issuing new shares or options are shown directly against equity as a reduction in reserves.

In the case of the acquisition of the Company's treasury shares, the consideration paid, including any directly attributable incremental costs, is deducted from equity until cancellation, reissue or disposal. When these shares are subsequently sold or reissued, any amount received, net of any directly attributable incremental transaction costs, is included in equity.

t. Contributions to the health system

In the different territories where the Company operates, it is common that, in order to gain access to health system prescribers (health sector professionals such as family doctors or specialists) and, therefore, to be able to sell proprietary medicinal products through its network of coverage, it has to enter into agreements with governments (usually through the Ministry of Health) or private co-payment systems (mainly insurance companies).

When accessing the national health system, in the case of proprietary medicinal products, the relevant commercial authorisation is required, as well as a reimbursement price, which is the price charged by the Company (although the patient pays a much lower price, the difference being borne by the State). For this reason, governments often have models of contributions to the national health system, which are paid by pharmaceutical companies based on the different products that are prescribed or administered in hospitals,

(Expressed in thousands of euros)

either in the form of mandatory direct rebates or contributions according to the sales made on reimbursed products.

The Company makes the best estimate of the costs associated with these contributions, which are recorded as a reduction in "Turnover" in the profit and loss statement. The liability is recorded under "Trade payables" or "Long-term Provisions" (Note 14 ), depending on its terms and conditions and the expected time horizon for payment of the contributions.

5. Intangible assets

The changes under this heading in the balance sheets for 2024 and 2023 were as follows:

Thousands of euros Balance
as at 31
December
2023
Additions Derecognition
s
Transfers Balance as
at 31
December
2024
Industrial property 688,723 54,450 (6,249) - 736,923
Development costs (1) 14,999 20,366 - - 35,365
Goodwill 101,167 - - - 101,167
Computer applications 89,410 4,901 (18,751) 4,787 80,348
Advances and property, plant and
equipment in progress 54,545 18,834 (1,713) (4,787) 66,878
Total cost Intangible assets 948,845 98,550 (26,714) - 1,020,681
Accum. A. Industrial property (253,722) (54,583) 5,272 - (303,033)
Accum. A. Development costs (881) (962) - - (1,843)
Accum. A. Goodwill (101,167) - - - (101,167)
Accum. A. Computer applications (78,831) (6,759) 18,619 - (66,971)
Total accumulated amortisation (434,601) (62,305) 23,891 - (473,015)
Impairment of Industrial Property (11,500) - - - (11,500)
Impairment Computer Applications (1,595) - 133 - (1,462)
Total impairment losses (13,095) - 133 - (12,962)
Net value Intangible assets 501,149 36,245 (2,690) - 534,704

(1) Additions to the Development expenses heading include 20,366 thousand euros of internally generated expenses in 2024.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Thousands of euros Balance
as at 31
December
2022
Additions Derecognition
s
Transfers Balance as
at 31
December
2023
Industrial property 382,281 118,213 (5,201) 193,430 688,723
Development costs (1) 9,377 5,622 - - 14,999
Goodwill 101,167 - - - 101,167
Computer applications 81,900 - - 7,510 89,410
Advances and property, plant and
equipment in progress
171,909 83,577 - (200,941) 54,545
Total cost Intangible assets 746,634 207,412 (5,201) - 948,845
Accum. A. Industrial property (228,939) (28,848) 4,065 - (253,722)
Accum. A. Development costs (143) (738) - - (881)
Accum. A. Goodwill (101,167) - - - (101,167)
Accum. A. Computer applications (72,932) (5,899) - - (78,831)
Total accumulated amortisation (403,181) (35,485) 4,065 - (434,601)
Impairment of Industrial Property (11,500) - - - (11,500)
Impairment Computer Applications (1,595) - - - (1,595)
Total impairment losses (13,095) - - - (13,095)
Net value Intangible assets 330,359 171,927 (1,136) - 501,149

(1) Additions to the Development expenses heading include 5,622 thousands of euros of internally generated expenses in 2023.

All of the intangible assets described in the tables above have finite useful lives and most of them have been acquired from third parties. There are no assets subject to debt guarantees.

The itemisation of the main assets included under the intangible assets heading is as follows, by carrying amount:

Thousands of Euros Year of
acquisition
Main
products
Carrying
amount
31/12/2024
Carrying
amount
31/12/2023
Initial
useful
life
(years)
Residual
useful
life(31/12/2024)
a) Rights acquired from Eli Lilly for Europe 2019 Ebglyss 160,068 178,496 10 9
b) Rights acquired from Sun Pharma for Europe 2016 Ilumetri 137,453 103,904 15 9
c) Rights acquired from Novartis AG for Spain 2023 Prometax 45,677 50,948 10 9
d) Rights acquired from AstraZeneca for Spain 2017 Crestor and
Provisacor
17,748 23,664 10 3
e) Rights acquired from Ichnos for the whole world 2021 Anti-IL
1RAP mAb
20,800 20,800 In
progress
In progress
f) Rights acquired from Simcere for the whole
world (except China)
2022 IL-2muFc 18,129 18,129 In
progress
In progress
g) Intellectual property and development
technology acquired from Etherna for the whole
world
2023 N/A 13,742 16,362 Ongoing /
3
Ongoing / 2
h) Rights acquired from MC2 Therapeutics for
Europe
2021 Wynzora 16,180 13,920 10 7
i) Renewal of rights acquired from MSD 2023 Efficib and
Tesavel
6,000 12,000 3 1
j) Rights acquired from Athenex for Europe 2017 Klisyri 17,541 11,748 10 7
k) Rights acquired from DFT El Globo S.L. for
Europe
2023 Physiorelax 10,023 11,263 10 8
l) Rights acquired from Novo Nordisk for Europe 2024 Anti-IL-21-
mAb
10,000 - In
progress
In progress

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

m) Rights acquired from Eloxx Pharmaceuticals for
the whole world
2024 ZKN-013 5,038 - In
progress
In progress
n) Development technology and rights acquired
from Evotec for the whole world
2022 N/A 2,900 4,100 5 2.5
Internally generated development costs N/A 33,522 14,117 10 8
Other intangible assets N/A 19,884 21,698
Total intangible assets 534,704 501,149

The main assets included under this heading are detailed below:

  • a) Development and marketing rights in Europe for the product for treating atopic dermatitis (Lebrikizumab, marketed under the Ebglyss trademark), which was approved by the EMA on 17 November 2023 and launched in December 2023. These rights stem from the agreement signed in 2019 with Dermira (subsequently acquired by Eli Lilly), under which the Company is obligated to make additional payments of up to US\$125 million upon reaching certain net sales thresholds in Europe.
  • b) Marketing rights in Europe for a product to treat psoriasis, under the trade name Ilumetri, deriving from the agreement signed in 2016 with Sun Pharma, under which the Company is obliged to make additional payments of up to US\$125 million upon reaching certain net sales thresholds in Europe.
  • c) Rights acquired from Novartis AG in 2023 for Prometax® in Spain, a product for treating Alzheimer's disease. The agreement provides for an additional payment of 10 million euros, linked to the fulfilment of a regulatory milestone that is expected to be resolved by 31 December 2028.
  • d) Marketing rights for Spain arising from the agreement with AstraZeneca signed in 2017 for two products for the treatment of hypertension marketed under the trade name Of Crestor and Provisacor.
  • e) Worldwide development and marketing rights derived from the agreement signed in 2021 with Ichnos Science for ISB 880, an IL-1RAP antagonist monoclonal antibody for use in autoimmune diseases (Anti-IL-1RAP mAb). The contract provides for additional payments for marketing and development milestones (up to a maximum of 225 million euros), for sales milestones (up to a maximum of US\$400 million).
  • f) Exclusive licence rights worldwide except for the China region (mainland China, Hong Kong, Macau and Taiwan) for SIM0278, the IL-2 mutant fusion protein (IL-2Mu-Fc) developed by Simcere and drug candidate for the treatment of autoimmune diseases. That agreement was signed in 2022, and by virtue of this, the Company may pay out up to US\$488 million in development and commercial milestone payments based on achievements in various indications, with a significant portion as sales milestones.
  • g) Rights acquired from Etherna in 2023 for research and development of mRNA-based therapies in medical dermatology, as well as access to Etherna's technology platform. The agreement provides for additional payments of 300 million euros, linked to the achievement of certain development and commercial milestones.
  • h) Marketing rights for Europe for the product for treating psoriasis, marketed under the Wynzora trademark, commercially launched in 2022. These rights stem from the agreement signed in 2021 with MC2 Therapeutics by virtue of which payments are expected to be made for sales milestones (up to a maximum of 221 million euros).
  • i) Rights acquired from MSD for Spain for the products marketed under the Efficib and Tesavel trademarks until 2025, which were renewed for an additional period of 3 years (until 31 December 2025).
  • j) Marketing rights for Europe, including Russia, for a product to treat actinic keratosis marketed under the brand name Klisyri. These rights stem from the agreement signed in 2017 with Athenex, which provides for payments of up to US\$330 million for achieving certain sales milestones.
  • k) Rights acquired from DFT El Globo S.L. in 2023 corresponding to various products marketed in Spain under the Physiorelax trademark.
  • l) Rights to NN-8828 acquired from Novo Nordisk in 2024 for use in various fields, including immunemediated inflammatory skin diseases. NN-8828 is an IL-21 blocker that inhibits IL-21-induced

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

pathophysiological functions in several immunomodulatory diseases. The agreement provides for additional payments for various development milestones (up to a maximum of €140 million) and milestones for reaching certain sales thresholds.

  • m) Rights to ZKN-013 acquired from Eloxx Pharmaceuticals Inc. in 2024, including for use in orphan dermatological diseases. ZKN-013 is a potentially promising oral drug for reading nonsense mutations, which allows host cells to produce functional proteins that counteract the root cause of these rare dermatological diseases and potentially others. The agreement includes additional payments for various development and marketing milestones and for reaching certain sales thresholds, up to a maximum amount of \$464 million.
  • n) Rights related to the research and development agreement with Evotec International GmbH. This agreement was signed in 2022, and by virtue thereof the Company may make payments for research and for accomplishing certain milestone of up to 230 million euros per programme.

As mentioned in Note 4a, the Company has three development projects that meet the capitalisation criteria. These projects are complementary studies for the launch of an acne treatment product in China, and a new formulation of a psoriasis treatment already on the European market. In addition, following the EMA's approval in November 2023 of Ebglyss (indicated for atopic dermatitis), certain clinical studies related to this product started to be capitalised (mainly a long-term safety study and a study to collect biomarker data with patients from different countries in Europe). The amount capitalised in 2024 for those projects amounts to 20.4 million euros (5.6 million euros in 2023).

During 2024, the main additions of intangible assets amounted to 98.6 million euros, which largely reflect:

  • In February 2024, a development and licensing agreement was signed with Novo Nordisk for the rights already mentioned to NN-8828 for the use thereof in various fields, including immune-mediated inflammatory skin diseases. Under the terms of this agreement, an initial payment of 10 million euros has been made.

  • In March 2024, an agreement was signed with Eloxx Pharmaceuticals Inc. for the rights already mentioned to ZKN-013, including its use in orphan dermatological diseases. Under the terms of this agreement, the Company has accrued US\$5.4 million (equivalent to 5.0 million euros), of which US\$2.4 million is outstanding as at 31 December 2024 (Note 16).

  • In July 2024, an addendum to the contract with Athenex was signed, amending certain terms of the original contract signed in 2017. As a result of this addendum, \$8.3 million (equivalent to €7.6 million) has been paid for the acquisition of the worldwide rights to the product marketed under the Klisyri trademark.

  • In November 2024, the fourth milestone for sales under the contract with Sun Pharma was accrued, for the amount of US\$45 million (equivalent to 43.3 million euros), which is still outstanding on 31 December 2024 (Note 16).

  • In December 2024, the first sales milestone related to the licensing agreement with MC2 Therapeutics (under which the product Wynzora is marketed), for an amount of US€4 million, was paid in January 2025 (Nota 16).

  • Following the EMA's approval of Ebglyss in November 2023 (indicated for atopic dermatitis), certain clinical studies related to this product started to be capitalised (mainly a long-term safety study and a study to collect biomarker data with patients from various countries in Europe). The total amount capitalised in 2024 amounted to €20.4 million.

During 2023, the main additions of intangible assets amounted to 207.4 million euros and corresponded largely to:

  • On 1 January 2023, the agreement signed with MSD International Business GmbH came into force, thereby agreeing to an extension of the rights for the Spanish territory (which ended on 31 December 2022) for the products marketed under the Efficib and Tesavel trademarks, indicated for the treatment of diabetes and marketed by the Company since 2009. Under the terms of this agreement,, the rights extend until 31 December 2025, for which €18 million were paid in March 2023.

  • On 3 February 2023, a purchase agreement was signed with DFT El Globo S.L. for the rights of several products marketed in Spain under the Physiorelax trademark. Under the terms of the agreement, the

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Company disbursed approximately 11.7 million euros in February, with 0.7 million euros pending payment within 18 months from the effective date of the agreement.

  • In March 2023, \$7.5 million (equivalent to €7.1 million) were paid pursuant to the addendum to Ilumetri's licence agreement with Sun Pharma. According to the addendum, the Company will disburse \$10 million, based on certain regulatory milestones related to a new indication for this product. In addition, in November 2023, the third milestone for sales under the same contract was received for an amount of \$20 million (equivalent to €18.3 million). The payment was made in January 2024, pending payment as of 31 December 2023 (Note 16).

  • In August 2023, an agreement was signed for acquiring, from Novartis AG, the exclusive rights to Prometax® in Spain, a product for treating Alzheimer's disease. As a consequence of this agreement, an asset amounting to €52.7 million was recorded (€45 million paid upfront and €7.7 million corresponding to the net present value of a deferred payment of €10 million payable in December 2028 at the latest, Note 16).

  • In October 2023, the first sales milestone related to the licensing agreement with MC2 Therapeutics (under which the product Wynzora is marketed) was paid, in the amount of €2 million.

  • On 17 November 2023, the EMA announced the approval of Ebglyss (indicated for atopic dermatitis), for which the Company has the commercial rights for Europe under the licence agreement signed with Eli Lilly. As a result of this approval, a milestone payment amounting to \$20 million (equivalent to €18.3 million) was received. In addition, following the commercial launch of Ebglyss in Germany in December 2023, a further milestone of \$45 million (equivalent to €41.7 million) was earned. The latter was paid in January 2024 and was outstanding at 31 December 2023 (Note 16).

  • In December 2023, there was advancement to the next phase of development of IL-2Mu-Fc (linked to the development agreement with Simcere), wherefore a milestone of \$4 million (equivalent to €3.7 million) was accrued. Payment was made in January 2024 and was outstanding at 31 December 2023 (Note 16).

  • In December 2023, a research and development agreement was signed with Etherna, involving a multitarget partnership to develop mRNA-based therapies in medical dermatology. As a result of this agreement, €8.5 million was accrued as an additional payment for the intellectual property, plus €7.8 million for access to Etherna's technology platform (representing the net present value of 3 payments of €2.8 million each, due in January 2024, December 2024 and December 2025). These amounts were outstanding as of 31 December 2023 (with the initial payment of €8.5 million euros plus the first payment of €2.8 million euros having been paid in January 2024).

Disposals during the year 2024 mainly relate to the cancellation of a purchase option acquired from Isolex, which resulted in losses of 1.7 million euros, the discontinuation of Altabax, which resulted in a loss of 0.7 million euros and fully amortised software. Disposals from 2023 were mainly due to the discontinuation of Veltin, which resulted in a loss of 1.2 million euros. These losses are recorded under "Net gains/losses on disposal of fixed assets" in the income statement for the year (Note 19).

Transfers in the year 2024 mainly relate to the implementation of IT applications for monitoring commercial activity. Transfers in 2023 mainly relate to Ebglyss, following its approval and subsequent launch at the end of 2023, amounting to 178.5 million euros, as well as to the implementation of software applications to monitor commercial activity.

At 31 December 2024 and 2023, the amount of fully amortised intangible assets in operation (excluding goodwill) is €87.3 million and €99.2 million, respectively.

The aggregate amount of Research and Development Expenses recognised as costs in the consolidated profit and loss statement for 2024 and 2023 totals of €119.9 million and €112.1 million euros, respectively. These amounts include both the amortisation amount of assets assigned to research and development activities, as well as the expenses incurred by Company staff and expenses incurred by third parties.

At 31 December 2024 and 2023, the Company has not performed any impairment tests as there is no indication of impairment of its intangible assets.

However, for the most significant intangible assets in progress based on value in use calculations, as at 31 December 2024 and 2023, the Company has prepared the corresponding impairment test as described in Note 4cas well as the main sensitivity analyses.

The main assumptions used in the impairment tests for the years ending on 31 December 2024 and 2023 were as follows:

Asset or Cash Generating Unit Assumption 2024 Assumption 2023
a.t.d. p.i.g.r. p.t.d. a.t.d. p.i.g.r.
Rights acquired from Ichnos for the whole world 11.0% 9.0% (15)% 11.5% 9.0% (15)%
Rights acquired from Simcere for the whole world (except
China)
10.9% 9.0% (15)% 11.0% 9.0% (15)%

(*) Pre-tax discount rate (p.t.d), after-tax discount rate (a.t.d), and permanent income growth rate (p.i.g.r)

The gross margin for impairment testing purposes is calculated on the basis of net turnover, net of Procurements and Royalties (which are included in Leases and royalties under Other operating expenses (Note 19)).

At 31 December 2024 and 2023, the sensitivity analysis performed due to reasonably possible variations in the main key assumptions (as described in Note 4c) does not show any impact due to impairment according to the same variables that were used.

6. Property, plant and equipment

The movements in this caption in the accompanying balance sheet in 2024 and 2023, as well as the most significant information affecting this caption, were as follows:

Thousands of euros Balance
as at 31
December
2023
Additions Derecognitions Transfers Balance as
at 31
December
2024
Land 6,215 28 (1,271) - 4,973
Construction 19,453 - - - 19,453
Technical installations and machinery 7,998 96 (312) 297 8,079
Other installations 114,538 3,033 (12,098) 3,561 109,034
Other property, plant and equipment 13,383 1,043 (7,213) 507 7,720
Advances and property, plant and
equipment in progress
4,543 2,927 - (4,365) 3,104
Total cost Material 166,130 7,127 (20,894) - 152,363
Increased A. Land and construction
Accum. A. Technical plant and
(8,494) (417) - - (8,911)
machinery (6,974) (294) 193 - (7,075)
Accum. A. Other installations (99,204) (3,179) 12,154 - (90,229)
Accum. A. Other property, plant and
equipment
(11,176) (1,120) 7,233 - (5,062)
Total accumulated amortisation (125,848) (5,010) 19,580 - (111,278)
Net value Material 40,282 2,117 (1,314) - 41,085
Thousands of euros Balance
as at 31
December
2022
Additions Derecognitions Transfers Balance as
at 31
December
2023
Land 6,215 - - - 6,215
Construction 19,504 - (51) - 19,453
Technical installations and machinery 7,919 76 - 3 7,998
Other installations 110,076 20 (169) 4,611 114,538
Other property, plant and equipment 12,339 - - 1,044 13,383
Advances and property, plant and
equipment in progress
2,005 8,196 (5,658) 4,543
Total cost Material 158,058 8,292 (220) - 166,130
Accum. A. Land and construction
Accum. A. Technical plant and
(8,093)
(6,679)
(418)
(295)
17
-
-
-
(8,494)
(6,974)
machinery
Accum. A. Other installations
(96,499) (2,874) 169 - (99,204)
Accum. A. Other property, plant and
equipment
(10,261) (915) - - (11,176)
Total accumulated amortisation (121,532) (4,502) 186 - (125,848)
Net value Material 36,526 3,790 (34) - 40,282

The additions in 2024 and 2023 are mainly due to improvements at the research and development centre and at the Company's headquarters.

The fixed assets in progress at year-end 2024 and 2023, as well as the transfers in these years, mainly relate to investments in the research centre already mentioned.

Retirements correspond mainly to fully depreciated or impaired items. In 2024, the Company disposed of some land, generating a loss in the income statement of 918 thousand euros. These losses are recorded under "Net gains/losses on disposal of fixed assets" in the income statement for the year (Note 19). In 2023, there were no retirements with a significant net carrying value.

As of 31 December 2024 and 2023, the Company does not hold any non-impaired assets that are not used in operations.

As at 31 December 2024 and 2023, fully depreciated assets amount to 88.2 million euros and 103.8 million euros, respectively.

The main property owned by the Company is the R&D Centre, the net carrying value of which (including machinery, laboratory equipment and other items located there) at year-end 2024 amounts to 28,291 thousand euros (26,267 euros thousand at year-end 2023).

The Company occupies various facilities under operating leases (Note 7).

The Company has taken out insurance policies to cover the possible risks to which the various items of its property, plant and equipment are subject, as well as the possible claims that may arise in the course of its operations, and it considers that these policies sufficiently cover the risks to which these items are subject.

No property, plant and equipment is subject to any mortgage guarantee.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

7. Leases

At 31 December 2024 and 2023, the Company has contracted the following minimum lease payments with lessees, in accordance with the current contracts in force, without taking into account the impact of common expenses, future CPI increases or future updates of contractually agreed rents:

Thousands of Euros
2024
2023
In one year 5,810 12,286
From 2 to 5 years 16,420 18,554
After 5 years 16,535 20,166

The amount of operating lease payments recognised as an expense in 2024 and 2023 respectively are as follows:

Thousands of Euros
2024 2023
Operating leases recognised in profit or loss for the
year 13,971 16,523

The most significant leasing contracts relate to property, vehicles and information processing equipment. These mainly include the partial lease to the investee Industrias Farmacéuticas Almirall, S.A. for a property located in Sant Andreu de la Barca which the Company uses as a production centre, as well as the lease of the Company's head office, which is currently leased to the related company Sinkasen, S.L.U. (Note 20).

8. Investments in group and associate companies (long and short term)

The movements in this caption in the accompanying balance sheet in 2024 and 2023, as well as the most significant information affecting this caption, were as follows:

Thousands of Euros
Long-term Impairment
Valuation loans to adjustments Short-term
Shareholdings in adjustments Group on loans to loans to Group
Group for companies companies Total long companies
companies impairment (Note 20) term (Note 20)
Balance as at 31 December 2022 1,690,709 (401,924) - - 1,288,785 -
Additions / provisions 23,817 (115,032) - - (91,215) 7
Retirements / Reversals - 5 - - 5 -
Transfers - - - - - -
Balance as at 31 December 2023 1,714,526 (516,951) - - 1,197,575 7
Additions / provisions 23,223 (19,472) - - 3,752 2,729
Retirements / Reversals - 5 - - 5 (7)
Transfers - - - - - -
Balance as at 31 December 2024 1,737,749 (536,418) - - 1,201,332 2,729

Shareholdings in Group companies

Additions to "Investments in Group companies" during the financial year 2024 correspond to:

  • The contribution of US\$25 million (equivalent to €23.2 million) to the investee Almirall, Inc. (USA) on 14 June 2024.

Additions to "Investments in Group companies" during the financial year 2023 corresponded to:

  • The contribution of US\$25 million (equivalent to €22.8 million) to the investee Almirall, Inc. (USA) on 11 May 2023.

  • The contribution of NOK 5.7 million (equivalent to €483 thousand) to the investee Almirall AS (Norway) on 27 April 2023.

  • The contribution of SEK 5.7 million (equivalent to €502 thousand) to the investee company Almirall AB (Sweden) on 28 April 2023.

In December 2023 the investee Almirall International, B.V. moved its registered office to Spain and changed its name to Almirall Holding Iberia, S.L., with no impact on the valuation of the investment.

The detail and movement by company under this caption in 2024 and 2023 were as follows:

Thousands of Euros
2024 2023 Additions/(Retirements
)
Company Cost Impairment Cost Impairment Cost Impairment
Laboratorios Almirall, S.L. 4,112 - 4,112 - - -
Laboratorios Tecnobio, S.A. 127 - 127 - - -
Ranke Química, S.A. 10,840 - 10,840 - - -
Industrias Farmacéuticas Almirall, S.A. 41,982 - 41,982 - - -
Almirall, A.G. 10,628 - 10,628 - - -
Almirall, N.V. 9 - 9 - - -
Almirall Holding Iberia, S.L. (1) 144,203 - 144,203 - - -
Almirall Europa Derma, S.A. 261 (19) 261 (24) - 5
Almirall Hermal GmbH 359,270 - 359,270 - - -
Almirall, GmbH 1,485 - 1,485 - - -
Almirall, ApS 17 - 17 - - -
Almirall Inc. 782,548 (536,399) 759,325 (516,927) 23,223 (19,472)
Poli Group Holding, SRL 380,270 - 380,270 - - -
Almirall s.r.o (Czech Republic) 500 - 500 - - -
Almirall s.r.o (Slovakia) 505 - 505 - - -
Almirall AS 486 - 486 - - -
Almirall AB 505 - 505 - - -
TOTAL 1,737,749 (536,418) 1,714,526 (516,951) 23,223 (19,467)

(1) Formerly Almirall International, B.V.

Details of the corresponding information on holdings in Group companies are included in the Appendix to these notes.

The information relating to interests in group companies that are dormant as at 31 December 2024 and 2023 is as follows:

2024 2023
Name
Address
Almirall Europa
Derma, S.A. (*)
Spain
Laboratorios
Tecnobio, S.A.
Spain
Almirall Europa
Derma, S.A. (*)
Spain
Laboratorios
Tecnobio, S.A.
Spain
Activity Inactive Inactive Inactive Inactive
Fraction of capital held 100% 100% 100% 100%
Book value of the shareholding
Cost
Valuation adjustment
261
(19)
127
-
261
(24)
127
-

(*) Formerly known as Almirall Aesthetics, S.A.

Impairment losses

The additions in 2024 under "Impairment losses on investments in Group companies" relate mainly to the 19.5 million euros of impairment loss (Note 19) on the investee Almirall, Inc. based on the updated impairment test performed on the basis of the revised business plan for the US subsidiary Almirall LLC (wholly owned subsidiary of Almirall Inc.). A valuation adjustment of 115 million euros was recorded for the same holding in 2023.

The methodology used for updating the impairment test is based on cash flow projections based on financial budgets approved by management covering a period of 5 years. Cash flows beyond the 5-year period are extrapolated using the standard growth rates indicated below.

The recoverable amount is defined as whichever is the greater of the following amounts: fair value less costs to sell; or the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects the current market assessments of the time value of money and any risks specific to the asset.

The estimated financial projections consist of estimated after-tax net cash flows. The latter are determined, in turn, based on the estimated sales, gross margins and other expected costs for each cash-generating unit. The projections are based on reasonable and well-founded assumptions and a markedly conservative approach in order to reduce future exposure to possible additional impairments in each cash-generating unit, which consists of the cash-generating unit as a whole.

The main assumptions for impairment discounting are as follows:

Investee company Assumption 2024
(*)
Assumption 2023 (*)
Almirall, Inc p.t.d.: 8.5% - 10.5% p.t.d.: 8.5% - 8.9%
a.t.d.: 8.5% a.t.d.: 8.5%
p.i.g.r.: (5)% - (15)% p.i.g.r.: (5)% - (15)%

(*) Pre-tax discount rate (p.t.d), after-tax discount rate (a.t.d), and permanent income growth rate (p.i.g.r)

From the sensitivity analysis performed in 2024, a maximum value impact for the US cash generating unit of €-19 million (€ -30 million in 2023) has been identified.

Impairment losses are recognised under "Impairment and gains/losses on disposal of fixed assets and investments in Group companies" in the accompanying profit and loss statement.

According to the estimates and projections available to the directors of the Company, except as indicated above, the forecasts of earnings and discounted cash flows of the remaining investments in group companies adequately support the value of the remaining recorded investments.

9. Financial investments (long-term v short-term)

Long-term financial investments

The breakdown of the balance of this item in the balance sheets at 31 December 2024 and 2023 along with the movement in the years then ended are as follows

Thousands of Euros
Long-term
loans and
Long-term other
securities financial Deposits and Total long
portfolio assets guarantees term
Balance as at 31 December
2022
47 32,904 379 33,331
Additions 47 2,994 554 3,595
Decreases - (2) (358) (360)
Transfers - (15,003) - (15,003)
Balance as at 31 December
2023
94 20,893 575 21,563
Additions 34 2 86 122
Decreases - - (13) (13)
Transfers - (6,197) - (6,197)
Balance as at 31 December
2024
128 14,698 648 15,474

The item "Long-term loans and other financial assets" includes, in the amount of 14,698 thousand euros (20,893 thousand euros on 31 December 2023), the financial asset corresponding to the fair value of future payments to be received in the long term from Covis Pharma GmbH. This asset initially originated in November 2014 when the Company transferred to AstraZeneca the rights to part of its respiratory franchise (Eklira and Duaklir, and other brands with the compound aclidinium bromide), a contract that included several components that involved receiving cash and deferred payments based on certain future milestones. On 5 January 2022, the agreement between AstraZeneca and Covis Pharma GmbH for the transfer of these rights entered into force. The agreement with AstraZeneca was novated to Covis Pharma GmbH, and as a result, in addition to continuing to receive royalty payments under the terms initially established with AstraZeneca, the Company received US\$10 million (equivalent to €8.8 million) on the date when the transaction was completed, as well as US\$40 million in different tranches until September 2023 (25 million euros in 2022 and 15 million euros in 2023), mainly linked to certain changes in the initially established milestone structure. At 31 December 2024, the remaining amount receivable consists entirely of the net present value of royalties receivable from 2026 onwards. The royalties receivable in 2025 are classified under the heading "Short-term financial investments".

The fair value of this transaction was determined upon initial recognition by an independent expert. The method used consisted in discounted cash flows adjusted for the probability of success of certain risks associated with the different phases of the products. Using this method, the future cash flows generated by the asset are estimated (converted from US dollars to euros at the exchange rate according to the range of dates stipulated in the agreement) for the estimated marketing period, taking into account the expiration of the patent. These cash flows are discounted at a rate that reflects the current required rate of return on the market and the specific risks of the asset. Changes in the fair value of this financial asset are recorded under the heading "Other operating income" in the profit and loss statement (Note 19).

The main assumptions and considerations applied in the valuation of financial assets as of 31 December 2024 are as follows:

  • Level of revenue reached in future years derived from the contract with Covis Pharma GmbH.
  • Discount rate: depending on the countries where the cash flows will be obtained by Covis Pharma GmbH, resulting in an overall weighted average of approximately 11.5%.

The changes of these assets in the balance sheet and the cash flows that have occurred, as shown in detail in the cash flow statement, are detailed below:

Thousands of euros Balance
as at 31
December
2023
Changes
in fair
value
Transfers Cash
Flow
Balance
as at 31
December
2024
Long-term financial investments 20,893 2 (6,197) - 14,698
Short-term financial investments 13,198 - 6,197 (13,152) 6,243
Trade and other receivables - - - - -
Total 34,091 2 - (13,152) 20,941
Thousands of euros Balance
as at 31
December
2022
Changes
in fair
value
Transfers Cash
Flow
Balance
as at 31
December
2023
Long-term financial investments 32,902 2,994 (15,003) - 20,893
Short-term financial investments 29,196 - 15,773 (31,771) 13,198
Trade and other receivables 770 - (770) - -
Total 62,868 2,994 - (31,771) 34,091

The cash flows received from Covis Pharma GmbH for 2024 correspond entirely to royalties, whilst those for 2023 correspond to 3 of the aforementioned tranches (€13.8 million) and the remainder to royalties (€18 million).

Short-term financial investments

The itemisation of the balance of this heading at 31 December 2024 and 2023 in the balance sheet is as follows:

Thousands of Euros
2024
2023
Short-term loans 6,243 13,198
Deposits and guarantees 161 88
Total 6,404 13,286

The heading "Short-term receivables" corresponds to the fair value of future payments to be received in the short term from Covis Pharma GmbH as described earlier in this note.

Details of current and non-current financial investments, by category, are as follows:

Thousands of Euros
2024 2023
Financial assets at amortised cost
Other financial assets
937 758
Financial assets measured at fair value through profit and
loss:
Other financial assets (Covis Pharma GmbH)
20,941 34,091
Total 21,878 34,849

The determination of the fair value of the various financial instruments for which it is applicable is carried out in accordance with the following rules:

  • − Fixed-income securities: where these are unlisted securities or securities with a maturity of six months or less, it is calculated on the basis of the acquisition cost plus accrued interest, calculated in accordance with the internal rate of return.
  • − Other financial assets: The fair value of "Financial assets at fair value through profit or loss" has been obtained based on the discounted cash flow method adjusted for the probability of success of certain risks associated with the different phases of the products. Using this method, the future cash flows generated by the asset are estimated (converted from USD to euros at the exchange rate according to the range of dates stipulated in the agreement) for the estimated marketing period, taking into account the expiration of the patent, and these estimated future cash flows are adjusted for estimated probabilities of success. These probabilistic cash flows are discounted at a rate that reflects the current required rate of return on the market and the specific risks of the asset (Note 4k).

There are no significant differences between the net book value and the fair value of these assets.

In addition, the bank accounts included under Cash and cash equivalents have been remunerated with an average accrued interest of 1.14% in 2024, and were largely non-interest bearing during 2023.

10. Stocks

At 31 December 2024 and 2023, the composition of this heading is as follows:

Thousands of Euros
2024 2023
Goods 10,266 9,949
Raw materials and other supplies 22,676 24,819
Semi-finished products 19,981 14,487
Finished products 66,243 58,096
Advances to suppliers - 126
Valuation adjustments (Note 19) (5,811) (4,024)
Total 113,355 103,453

The movement in the valuation adjustment for impairment of inventories is detailed in Note 19.

On 31 December 2024 and 2023, there are no commitments to purchase stock that are worthy of note. In addition, no stock is subject to guarantee.

The Company has taken out insurance policies to cover the risks to which inventories are subject. The coverage of these policies is considered sufficient.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

11. Trade and other receivables

At 31 December 2024 and 2023, the composition of this heading is as follows:

Thousands of Euros
2024 2023
Financial assets at amortised cost
Trade receivables for sales and services
Customers, group companies and associates (Note 20)
Sundry receivables
Staff
Valuation adjustments (Note 19)
41,232
69,484
25,353
108
(1,148)
33,499
72,001
7,421
46
(154)
Balances with Public Administrations:
Current tax assets and Other receivables from public
authorities (Note 18) 11,806 13,681
Total 146,835 126,494

The Company performs an individual analysis of past-due customer balances to identify potential insolvency risks and, based on this analysis, makes a provision for impairment. The change in the provision for impairment losses on receivables is included in Note 19.

The attached tables reflect the ageing analysis from the maturity date of the financial assets that are subject to default risk or impaired at 31 December 2024 and 2023:

Thousands of euros
Trade receivables
for sales and
services
Other
receivables
Valuation
adjustments for
impairment
Total
Not matured 99,407 25,353 - 124,760
Less than 30 days 7,445 -
-
7,445
From 30 to 60 days 1,141 -
-
1,141
From 60 to 90 days 331 -
-
331
From 90 to 180 days 1,090 -
-
1,090
From 180 to 360 days 154 -
-
154
More than 360 days 1,148 -
(1,148)
-
Balance as at 31 December
2024 110,716 25,353 (1,148) 134,921
Not matured 97,652 7,421 - 105,073
Less than 30 days 537 -
-
537
From 30 to 60 days (152) -
-
(152)
From 60 to 90 days 1,617 -
-
1,617
From 90 to 180 days 5,242 -
-
5,242
From 180 to 360 days 451 -
-
451
More than 360 days 154 -
(154)
-
Balance as at 31 December
2023 105,500 7,421 (154) 112,767

At 31 December 2024 and 2023 there is no concentration of credit risk with respect to trade receivables, since the Company has a large number of customers.

At 31 December 2024 and 2023 there are no guarantees on customer balances.

Debit balances are stated at nominal value, and there are no significant differences compared to their fair value.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

At 31 December 2024, the customer balance in foreign currencies amounts to 4.8 million euros, mostly in Swiss francs (31 December 2023: 10.6 million euros).

12. Equity

Share capital

At 31 December 2024, the Company's share capital consists of 213,468,718 shares of €0.12 par value each, fully subscribed and paid up (209,393,724 shares of €0.12 par value each at 31 December 2023).

On 12 June 2024, a total of 4,074,994 new shares from the flexible dividend of the Company were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges. These shares were representative of the holders of 91.5% of the rights to be allotted shares at no charge, who opted to receive new shares instead of cash. Consequently, the share capital of the Company following the bonus issue of shares increased by 488,999.28 euros.

On 7 June 2023, a total of 3,488,113 new shares from the flexible dividend of the Company were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges. These shares were representative of the holders of 92.2% of the rights to be allotted shares at no charge, who opted to receive new shares instead of cash. Consequently, the share capital of the Company following the bonus issue has been increased by 418,573.56 euros.

On 12 June 2023, a total of 24,390,243 shares belonging to the same class and series as the shares outstanding were issued, by means of cash contributions and excluding the preemptive subscription rights of the Company's shareholders, through a private placement aimed exclusively at qualified investors. This placement was finally closed with an issue price of 8.2 euros per share, representing a total disbursement of 199,999,992.6 euros. After deducting the costs of the capital increase, the total funds received by the Company amounted to 197.8 million euros. As a result, the share capital of the Company following this capital increase was increased by 2,926,829.16 euros, amounting to 25,127,246.88 euros on 31 December 2023.

As of 31 December 2024 and 2023, all of the Company's shares are listed on the Spanish stock exchanges, and there were no statutory restrictions on their free transfer. Moreover, pursuant to the shareholders' agreement signed on 28 May 2007, first refusal rights, and put and call options have been granted between ultimate shareholders in the Company with respect to the shares of one of such shareholders.

The shareholders with significant holdings in the share capital of Almirall, S.A., both direct and indirect, in excess of 3% of the share capital, of which the Parent Company is aware, according to the information contained in the official records of the National Securities Market Commission (CNMV) as of 31 December 2024 and 2023, are as follows:

2024 2023
Name or company name of the direct
holder of the interest
% Interest % Interest
Grupo Plafin, S.A. 44.5% 44.5%
Grupo Corporativo Landon, S.L. 15.6% 15.6%
Norbel Inversiones 5.1% 5.1%
Wellington Management - 5.0%
Total 65.2% 70.2%

As of 31 December 2024 and 2023, the Company was not aware of any other holdings equal to or greater than 3% of the share capital or voting rights of the Company, which, although less than the established percentage, would enable the exercise of significant influence over the Company.

Legal reserve

The part of the balance of the legal reserve that exceeds 10% of the previously increased capital may be used for a capital increase. Except for the aforementioned purpose, and provided that it does not exceed 20% of the share capital, this reserve may only be used to offset losses if there are no other reserves available that are sufficient for this purpose. As at 31 December 2024 and 2023, this reserve has not been fully funded.

At 31 December 2024 and 2023, the balance of this item amounts to €4,275 thousand.

Share premium

The consolidated text of the Spanish Corporate Enterprises Act expressly permits the use of the share premium balance to increase capital and does not establish any specific restrictions on the availability of this balance.

As a result of the increase in fully-paid share capital owing to the flexible dividend, the issue premium was increased by the difference between the par value of the shares and the value equivalent to the dividend, which amounts to 36,008 thousand euros (31,478 thousand euros in the financial year 2023).

Other reserves

At 31 December 2024 and 2023 the itemisation of this heading is as follows:

Thousands of euros
2024 2023
Voluntary reserves 891,235 931,020
Reserves for share-based payments 1,070 -
Reserves for investments in the Canary Islands 3,485 3,485
Reserves for amortised capital 30,540 30,540
Revaluation reserve 2,539 2,539
Reserve for merger 4,588 4,588
Total other reserves 933,457 972,172

As described in Note 4r, in 2024 the Company has established new remuneration plans that will be partially equitysettled. Under the heading "Reserve for share-based payments" is the amount accrued at 31 December 2024 for the portion to be settled in shares.

There is a limit on distributions that would reduce the balance of reserves to an amount less than the total outstanding balance of capitalised development costs, which come to 33.522 million euros on 31 December 2024 (14.118 million euros on 31 December 2023).

Reserves for investments in the Canary Islands

In compliance with the requirements of Law 19/1994, and in order to be able to benefit from the tax incentives that it establishes, the Company allocates to these Reserves for Canary Islands Investments (R.I.C.) part of the profits obtained by the permanent establishment located in the Canary Islands, which is a restricted reserve since the assets of which it consists must remain within the company.

At 31 December 2024 and 2023, the balance of this item amounts to €3,485 thousand.

Reserves for amortized capital

In accordance with the revised text of the Spanish Capital Companies Act, these reserves may only be used subject to the same requirements as for the reduction of share capital.

At 31 December 2024 and 2023, the balance of this item amounts to €30,540 thousand.

Revaluation reserve

As permitted by commercial law, the Company revalued its fixed assets in 1996. This balance may be used, free of tax, to offset accounting losses, both accumulated losses from previous years and losses of the current year, or losses which may arise in the future, and to increase the company's share capital. As from 1 January 2007 (after ten years from the balance sheet date on which the revaluation transactions were reflected) it may be taken to unrestricted reserves, provided that the monetary surplus has been realised. The capital gain shall be deemed to be realised to the extent of the depreciation taken for accounting purposes or when the revalued assets have been transferred or written off in the accounting records.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

If the balance of this account is used in a manner other than that provided for in Royal Decree-Law 7/1996, it will be subject to taxation.

At 31 December 2024 and 2023, the balance of this item amounts to € 2,539 thousand and is available.

Treasury shares and equity interests

The Company has a liquidity contract with a financial intermediary, effective as from 4 March 2019, with the aim of favouring liquidity and stability of prices of the Company's shares, within the limits established by the General Shareholders' Meeting and by current regulations, in particular, Circular 1/2017, of 26 April, of the National Securities Market Commission (CNMV), on liquidity contracts. This contract means that as at 31 December 2024 the Company holds treasury shares representing 0.10% of the share capital (0.09% on 31 December 2023) and an overall nominal value of 24.6 thousand euros (23 thousand euros at 31 December 2023), which have been recognised in accordance with EU-IFRS. The average acquisition price of these shares in the financial year 2024 was 8.4 euros per share (8.6 euros per share in the financial year 2023). The Company's own shares are intended to be traded on the market.

13. Long-term prepayments and accruals

As at 31 December 2024 and 2023, the balance and movement in "Long-term accruals" on the liability side of the balance sheet is as follows:

Thousands of
Euros
Balance as at 31 December 2022 1,303
Allocation to profit and loss (921)
Balance as at 31 December 2023 382
Allocation to profit and loss (382)
Balance as at 31 December 2024 -

During the financial years 2024 and 2023, the Company did not enter into any contracts involving deferred income.

14. Long-term provisions

During the financial years 2024 and 2023, the changes in the heading "Long-term provisions" in the accompanying balance sheet were as follows:

2024 2023
Provision for
returns
Other
provisions
Total Provision for
returns
Other
provisions
Total
Balance as of 1 January 4,435 19,935 24,370 4,485 20,545 25,030
Additions and provisions - 735 735 - 5,440 5,440
Retirements or
applications
(72) (603) (675) (50) (4,808) (4,858)
Transfers - (3,465) (3,465) - (1,242) (1,242)
Balance as of 31
December 4,363 16,602 20,965 4,435 19,935 24,370

Provision for returns

The provision for product returns corresponds to the amounts necessary to cover possible losses due to returns that will occur in the future as a result of sales made in the current and previous years. The estimate is made on the basis of the Company's historical experience with product returns in previous years. As a very significant portion of these returns will occur over a period of more than twelve months, it has been classified as non-current.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Other provisions

The amount of other provisions refers mainly to the provision for long-term remuneration (see Note 4r) and to the Company's estimate of the disbursements that it would have to make in the future to meet other liabilities arising from the nature of its business. Additions and disposals in the current year mainly relate to additions to and reversals of these provisions, and transfers relate to reclassifications to short-term. This provision has been calculated as described in Note 4r.

15. Financial liabilities

As described in Note 5f, the Company classifies its financial liabilities in the following valuation categories:

  • Financial liabilities measured at fair value through profit and loss:

This heading is deemed to include liabilities related with bonds and other marketable securities issued and quoted that the Company may purchase in the short term in accordance with changes in value, a portfolio of identified financial instruments that are managed jointly and for which there is evidence of recent actions to obtain gains in the short term, or derivative financial instruments, provided that it is not a financial guarantee contract and has not been designated as a hedging instrument.

  • Financial liabilities valued at amortised cost:

This heading includes mainly unsecured bonds, debts with credit institutions and (revolving) credit lines. At the date of initial application, the Company's business model is to maintain this financing to pay contractual cash flows that represent only payments of principal and interest on the principal amount.

The composition of the debts with credit institutions and other financial liabilities as of 31 December 2024 and 2023 is as follows:

Balance Non-current
drawn down
Limit (*) Current 2026 Rest Total
Financial liabilities at amortised cost
Credit facilities 275,000 - - - - -
Debts with credit institutions 80,000 45,000 10,000 10,000 25,000 35,000
Senior unsecured bonds 300,000 297,993 - 297,993 - 297,993
Accrued interest to be paid - 2,327 2,327 - - -
Financial liabilities at fair value through profit or
loss
Liabilities for derivative financial instruments - 2,046 2,046 - - -
Total as at 31 December 2024 655,000 347,366 14,373 307,993 25,000 332,993

(*) Balance drawn down net of issuance costs.

Balance Non-current
drawn down
Limit (*) Current 2025 Rest Total
Financial liabilities at amortised cost
Credit facilities 275,000 - - - - -
Debts with credit institutions 80,000 55,000 10,000 10,000 35,000 45,000
Senior unsecured bonds 300,000 296,851 - - 296,851 296,851
Accrued interest to be paid - 2,398 2,398 - - -
Financial liabilities at fair value through profit or
loss
Liabilities for derivative financial instruments - 1,569 1,569 - - -
Total as at 31 December 2023 655,000 355,818 13,967 10,000 331,851 341,851

(*) Balance drawn down net of issuance costs.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Debts with credit institutions

On 17 July 2020, the Company arranged a revolving credit facility for €275 million, for an initial term of three years with the possibility of an extension for an additional year (this renewal was granted on 30 June 2021), and this facility was earmarked for general corporate purposes. The credit facility contract obliges the Company to comply with a series of covenants, including most notably compliance with a ratio of "Consolidated net financial debt / consolidated EBITDA". This covenant is fulfilled on 31 December 2024 and 2023.

On 2 February 2024, this policy has been novated for the same amount, maintaining the same contractual conditions and for an initial term of 4 years (with the possibility of an extension of 1 additional year), intended for general corporate uses.

  • On 27 March 2019, the Company arranged a loan facility with the European Investment Bank (EIB) for up to 120 million euros to fund its research and development efforts, with the objective of providing cutting-edge innovation and differentiated therapies in the area of medical dermatology. On 17 April 2019, the first tranche of €80 million was granted, with 32 equal repayments of principal between 17 April 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt in 2021, the interest rate has temporarily increased by 0.30%. The loan agreement requires the Company to comply with a series of covenants, including most notably compliance with a "Net financial debt / EBITDA" ratio and a "Financial leverage of subsidiaries / consolidated EBITDA" ratio, which are complied with as of 31 December 2024 and 2023.

Senior unsecured bonds

On 22 September 2021, the Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of €300 million, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026. The bonds were placed among qualified investors by BNP Paribas and JP Morgan AG, as coordinating entities. The effective interest rate of these bonds is 2.5% and, as at 31 December 2024, there is unpaid accrued interest of €1,877 thousand (€1,859 thousand on 31 December 2023).

The debt from these bonds is stated at the nominal amount (€300 million) net of issuance costs (which amounted to €5.6 million), which are recorded over the life of the bonds at amortised cost using the effective interest method.

Derivative financial instruments

On 10 May 2018, the Ordinary General Meeting of Shareholders arranged the completion of a swap transaction of interest rate and shares ("Equity swap"). This transaction entered into force by means of a contract dated 11 May 2018 with Banco Santander, S.A., whereby the Company undertakes to pay a variable interest to the bank as compensation and Banco Santander, S.A. undertakes, as acquirer of underlying ordinary shares of the Company (with a maximum nominal limit of 2.99% of the share capital (5,102,058 shares or €50 million), to hand over the dividend received for its investment in the Company and to sell the shares of the Company to the company itself on maturity. This instrument has been renewed in December 2023 for 2 years.

In addition, when the fair value is less than 85% of the cost value, the Company must offset the loss by contributing cash to the bank (thereby reducing the fair value of the derivative). Once a settlement has been made, if the fair value exceeds 110% of the last value at which a settlement occurred, then the Company will reclaim the payments made proportionately up to 100% of the initial value of the derivative (always limited to the cost of acquisition by Banco Santander). For this reason, the Company has opted to classify this asset/liability as current.

Consequently, under the heading "Assets resulting from derivative financial instruments" (in the case of unrealised gains) or "Liabilities resulting from derivative financial instruments" (in the case of unrealised losses), the fair value of the derivative has been recognised, which corresponds to the difference between the fair value of the underlying asset (2,510,952 shares equivalent to €35.1 million, corresponding to 1.2% of the Parent Company's share capital). The following table details the impacts at 31 December 2024 and 2023:

Thousands of euros
31/12/2024 31/12/2023
Underlying asset:
Fair value 20,678 21,155
Acquisition cost 35,073 35,073
Capital gain / (capital loss) (14,395) (13,918)
Disbursements made to date 12,349 12,349
Asset / (liability) per derivative financial instrument (2,046) (1,569)
(477)
Profit / (Loss) for the year (Note 19)
(1,544)

16. Other financial liabilities

On 31 December 2024 and 2023 the composition of Other financial liabilities is as follows:

Thousands of Euros
Non-current
Current 2026 2027 2028 Rest Total
Loans linked to research 1,121 327 516 1,396 17,876 20,115
Debts for purchases of fixed assets 56,789 - - 8,224 - 8,224
Bonds received - - - - 91 91
Total as at 31 December 2024 57,911 327
516
9,620
17,967
28,430
Thousands of Euros
Non-current
Current 2025 2026 2027 Rest Total
Loans linked to research 1,004 1,096 316 479 2,909 4,800
Debts for purchases of fixed assets 83,772 2,494 - - 7,831 10,325
Bonds received - - - - 25 25
Total as at 31 December 2023 84,776 3,590 316 479 10,765 15,150

Loans linked to research refer to zero-interest loans granted by the Ministry of Science and Technology to promote research, and are presented as described in Note4f. The granting of these loans is subject to compliance with carrying out certain investments and expenses, and the loans mature between 2025 and 2041. In the first half of 2024, various loans were granted for a nominal value of €26.0 million.

Debts for purchases of fixed assets in 2024 and 2023 refer basically to disbursements pending the acquisition of goods, products and marketing licenses contracted in the fiscal year and prior years. The current balance as at 31 December 2024 mainly includes the outstanding payments with Sun Pharma. Eloxx Pharmaceuticals Inc. and MC2 Therapeutics described in Note 5 (equivalent to a total of €49.5 million), of which the last two were paid in January 2025 (approximately €6.2 million). The balance at 31 December 2023 mainly included the outstanding payments to Sun Pharma, Lilly, Etherna and Simcere described in Note 5 (equivalent to a total of €75 million), which were paid in January 2024. In addition, the balances classified as non-current correspond mainly to the agreement signed in 2023 with Novartis, described in Note 5.

There are no significant differences between the fair value of the liabilities and the recognised amount.

17. Commitments, contingent liabilities and contingent assets

a. Commitments

As a result of the research and development activities carried out by the Company, on 31 December 2024 and 2023, firm agreements had been entered into for the performance of these activities at a cost of €73.2 million and €64.9 million, respectively, to be paid in future periods. As of 31 December 2024 and 2023, there are no significant commitments to purchase property, plant and equipment.

The Company's lease commitments are described in Note 7.

As of 31 December 2024, the Company has set up various guarantees with the public administration and third parties for an amount of €7,113 thousand (€7,160 thousand as of 31 December 2023).

b. Contingent liabilities

Apart from what is described in Note 5 of the notes to the annual accounts regarding contingent payments for the acquisition of intangible assets, at 31 December 2024 and 2023 there are no other significant contingent liabilities that could give rise to significant additional cash outflows.

c. Contingent assets

As at 31 December 2024 and 2023, there are no contingent assets.

18. Tax situation

Consolidated Tax Group

Almirall S.A. is subject to Corporate Income Tax under the Tax Consolidation regime, as described in Note 4o.

Corporate income tax is calculated on the basis of the accounting result, obtained by applying the financial reporting regulatory framework, which does not necessarily coincide with the tax result, which in turn is understood as the taxable income.

Fiscal years subject to tax inspection

On 30 June 2021, the Tax Agency notified the Company, in its capacity as representative of the tax group, of the commencement of the inspection and investigation of Corporate Income Tax (tax consolidation regime) for the 2016, 2017 and 2018 financial years. It also notified the initiation of inspection and investigation activities against the Company Industrias Farmacéuticas Almirall S.A., as well as Ranke Química, S.A., regarding Value Added Tax, Withholdings and Payments on account of capital gains, Withholdings and payments on account of work/professional income, and Withholdings and payments on account due to non-resident taxation for the periods between July 2017 and December 2018. These inspections were finalised with the signing of the certificates of conformity on 31 March 2023, without any significant amounts arising therefrom.

Consequently, the Company and the companies forming part of the Spanish tax group of which it is the parent are currently being audited for FY 2020 to 2023 regarding Corporate Income Tax, and for FY 2021 to 2024 for all other applicable taxes.

In general, due to the different ways in which the tax regulations may be interpreted, or the inspections that may be carried out in the future by the tax authorities, for the years subject to verification, may give rise to tax liabilities of an amount that cannot be objectively quantified at present. In the opinion of the Company's Directors, however, the possibility of significant liabilities arising in this respect, in addition to those recognised, is remote.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Balances held with the Public Administration

At 31 December 2024 and 2023, current receivables from and payables to public authorities are as follows:

Thousands of Euros
2024 2023
Public Treasury (Hacienda) VAT owed 5,783 6,125
Public Treasury (Hacienda) Corporate Income Tax owed 5,963 7,265
Public Treasury (Hacienda) owed for other items 60 291
Total debtor balance 11,806 13,681
Public Treasury (Hacienda) foreign VAT receivable 3,621 1,826
Public Treasury (Hacienda) Corporate Income Tax receivable - 89
Withholdings of personal income tax 6,190 3,442
Social Security Agencies creditors 1,119 880
Public Treasury (Hacienda) receivables for other items 3 3
Total credit balances 10,933 6,240

Income tax recognised

The reconciliation of the Company's accounting profit and individual taxable income for 2024 and 2023 is as follows:

Thousands of Euros
2024 2023
Earnings before tax 104,392 (60,823)
Permanent differences:
Increase 20,397 118,781
Decrease (147,475) (48,784)
Temporary differences:
Increase 2,838 5,382
Decrease (11,673) (20,736)
Preliminary tax base (31,521) (6,180)
Offsetting of tax loss carryforwards - -
Tax base (31,521) (6,180)

The decrease in the tax base for permanent differences in 2024 and 2023 basically corresponds to the reduction of income from the disposal of intangible assets as well as the double taxation exemption of dividends received, while the increases basically correspond to impairment losses on portfolios as well as provisions considered to be non-tax deductible.

In addition, income taxes recognised in the profit and loss statement and in equity in 2024 and 2023, are as follows:

Thousands of Euros
Expense / (Income)
2024
Corporate income tax recognised in the
profit and loss statement: (17,265) (669)
Current corporate income tax - -
Deferred corporate income tax (17,326) (642)
Taxation abroad 61 (27)
Corporate income tax recognised in equity 698 445
Total (16,567) (224)

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Reconciliation of accounting and tax results

Presented below is the reconciliation between the income tax expense resulting from applying the general tax rate in force in Spain and the expense recorded for the aforementioned tax:

Thousands of Euros
2024 2023
Earnings before tax 104,392 (60,823)
Permanent differences:
Increase 20,397 118,781
Decrease (147,475) (48,784)
Adjusted accounting profit (22,686) 9,174
Tax rate 25% 25%
Gross Tax (5,672) 2,294
Deductions:
-Discounting of R&D monetisation 1,250 987
-Capitalisation of deductions (16,757) (5,500)
-Deactivation of deductions from previous years - -
Corporate income tax paid abroad 61 27
Tax consolidation effect 3,860 632
Others (7) 891
Expense / (Income) accrued for Corporate Income Tax (17,265) (669)

At 31 December 2024, the current corporate income tax consists of a zero current tax, interim income and withholdings receivable of € 963 thousand and a net amount receivable from the tax authorities in respect of monetisation of deductions provided for in Art. 39.2 of the Spanish Corporation Tax Law of €5,000 thousand.

At 31 December 2023, the current corporate income tax of Almirall, S.A. consists of a zero current tax, interim income and withholdings receivable of €2,855 thousand and €460 thousand, respectively, and a net amount receivable from the tax authorities in respect of monetisation of deductions provided for in article 39.2 of the Spanish Corporation Tax Law of €3,949 thousand.

The Company has complied with the following requirements in order to be able to apply such monetisation:

  • a) At least one year has elapsed since the end of the tax period in which the deduction was generated, without the deduction having been applied.
  • b) The average number of employees or, alternatively, the average number of employees assigned to research and development and technological innovation activities has not reduced since the end of the tax period in which the deduction was generated until the end of the period referred to in point (c) below.
  • c) An amount equivalent to the deduction applied or paid is used for research and development and technological innovation expenses or for investments in tangible fixed assets or intangible fixed assets exclusively assigned to such activities, excluding real estate, within 24 months following the end of the tax period in whose tax return the corresponding application or request for payment is made.
  • d) The entity has obtained a reasoned report on the qualification of the activity as research and development or technological innovation or a prior agreement on the valuation of the expenses and investments corresponding to these activities.
Thousands of Euros
2024 2023
Nature Pending Pending
Compensated compensation Compensated compensation
Research and Development 6,250 347,493 4,937 335,637
Technological Innovation - 3,323 - 3,323
International Double Taxation - 54 - 23
Reinvestment of extraordinary profits - 67 - 67
Donations - 358 - 328
Temporary measures - 331 - 324
Total deductions credited 6,250 351,626 4,937 339,702
Total deductions recognised in the
Balance Sheet
155,487 144,980

The nature and amount of the deductions applied and to be applied in 2024 and 2023 are as follows:

Currently, there is no time limit for the application of the deductions to avoid international double taxation that have not yet been applied. However, current legislation on corporate income tax stipulates that the application is limited to 50% of the total tax liability.

On the other hand, the period for the application of the deductions for scientific research and technological innovation activities that have not yet been applied is 18 years from their origin, and the application of these is limited to 50% of the tax liability according to the current legislation, whenever the deduction that the Company generates each year is expected to exceed 10% of the total tax liability.

The expiry dates of the deductions for Research and Development are detailed below:

Thousands of Euros
Year Cut-off year 2024 2023
generation of application Pending Pending
Compensated compensation Compensated compensation
2007 2025 - 23,710 - 23,710
2008 2026 - 34,841 - 34,841
2009 2027 - 26,883 - 26,883
2010 2028 - 34,628 - 34,628
2011 2029 - 35,845 - 35,845
2012 2030 - 32,841 - 32,841
2013 2031 - 28,660 - 28,660
2014 2032 - 23,387 - 23,387
2015 2033 - 12,247 - 12,247
2016 2034 - 11,521 - 11,521
2017 2035 - 9,824 - 9,824
2018 2036 - 8,908 - 8,908
2019 2037 - 9,786 - 9,786
2020 2038 - 7,823 - 7,823
2021 2039 - 7,470 - 7,470
2022 2040 - 10,443 4,937 10,443
2023 2041 6,250 10,570 - 16,820
2024 2042 - 18,106 - -
Total R&D deductions 6,250 347,493 4,937 335,637

In addition, at 31 December 2024 and 2023, the Company has recognised as deferred tax assets the tax effect of tax loss carryforwards generated by the entire tax group, the amounts and year of generation of which are as follows:

2024 2023
Generated in the financial year 2017 16,532 16,532
Generated in the financial year 2019 106,103 106,103
Generated in the financial year 2021 3,255 3,255
Generated in the financial year 2024 2,971 -
Total (tax loss carryforwards) 128,861 125,890

There is no time limit on the application of these tax loss carryforwards pending offset.

Deferred taxes

The breakdown of deferred tax assets and liabilities recorded on the balance sheet is as follows:

2024 2023
Deferred tax assets 189,965 179,708
Deferred tax liabilities (35,652) (33,748)
Deferred taxes (net) 154,313 145,960

The amount of net deferred tax assets that will reverse in a period of less than 12 months amounts to €7.6 million at 31 December 2024 (€8.7 million at 31 December 2023).

The gross changes in the tax account were as follows:

2024 2023
At 1 January 145,960 149,377
(Charge) / Credit to the profit and loss
statement
(2,207) (3,875)
(Charge) / Credit to equity (698) (445)
Monetization R&D deductions (6,250) (4,937)
Capitalisation of deductions from previous
years
17,500 5,500
Adjustments and standardisations 8 340
At 31 December 154,313 145,960

The itemisation of deferred taxes recognised in both years is as follows:

2024 2023
Differences in
cumulative tax
bases
Cumulative effect
on tax liability
Differences in
cumulative tax
bases
Cumulative
effect on tax
liability
Amortisation of intangible assets - - 4,002 1,001
Provisions 9,047 2,262 9,019 2,255
For deductions pending offset 155,487 144,980
For Tax Loss Carryforwards pending
offset 32,216 31,473
Total deferred tax assets 189,965 179,708
Freedom of amortization R.D. 27/84,
2/85, 3/93 9,990 2,498 14,767 3,692
Goodwill amortisation 128,048 32,012 118,444 29,611
Other (subsidies) - 1,142 - 445
Total deferred tax liabilities 35,652 33,748

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

The deferred tax assets referred to previously have been recorded in the balance sheet because the Company's Directors consider that, based on the best estimate of future results, it is probable that these assets will be fully recovered within a time frame of up to 10 years.

In order to determine the estimated future results that justify this recovery analysis, the following has been used as a starting point:

  • − Projections of estimated taxable profits corresponding to the Spanish consolidated tax group for the next 5 years (and extrapolated up to 10 years) based on the current product portfolio and structure of the current group. This projection has taken into account sustained increases in future profits, resulting mainly from expected increases in sales of the Group's product portfolio, as well as significant synergies expected from the optimisation of the Group's structure.
  • Estimated additional expected impacts on estimated tax gains in the coming years from future investments/acquisitions expected to be carried out in the medium term. For this purpose, expected target returns, as well as probabilities of success in achieving them, have been considered.

Finally, it should be noted that on 29 December 2021, Law 22/2021, of 28 December, on the General State Budget for 2022, was published in the Official State Gazette, thereby amending the Corporate Income Tax Law and establishing the concept of "minimum taxation" in Spain (as from 1 January 2022 and for an indefinite period of time). Minimum taxation implies that, depending on the size and type of entity, companies must have a minimum net tax liability (generally set at 15%). In order to determine the net tax liability, a priority is established in the allowances and deductions, so that those of lower priority cannot be deducted if they reduce taxation below the stipulated minimum, and hence they must be deferred. The concept of minimum taxation has implications for the recognition of deductions for the purposes of assessing the recoverability of deferred tax assets.

The sensitivity analysis performed on the projected taxable income (within a +/-5% range of variation) would not result in a significant impact on the annual accounts at 31 December 2024.

Global minimum complementary tax

In March 2022, the Organisation for Economic Co-operation and Development (OECD) approved its Pillar 2 international taxation model, which establishes a global minimum corporate tax rate of 15% for groups with a turnover of more than €750 million.

The Almirall Group, which heads the Company, is subject to the global minimum complementary tax, following the publication on 21 December 2024 in the Official State Gazette of Law 7/2024, of 20 December, which transposes the European directive to guarantee this global minimum taxation of 15% by approving the new Complementary Tax for tax periods beginning on or after 31 December 2023.

On 31 December 2024, the Group, advised by an independent expert of recognised prestige, assessed the impacts of this new regulation, and it is not necessary to register any complementary tax in the Company, as it can apply the transitional safe harbours established in the 4th transitional provision of the Complementary Tax Act in all the territories in which the Group operates.

Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

19. Income and expenses

Net turnover

The table below provides an itemisation of turnover for the year by business activity and geographical area:

Thousands of Euros
2024 2023
Domestic Market 303,240 298,943
Export 410,977 340,898
Income from royalties 953 924
Other income from licensing 9,552 17,001
Income from shareholdings in Group companies (Note
20)
155,283 45,039
Total 880,005 702,805
Thousands of Euros
2024 2023
Sales through own network
Sales through licensees
Income from shareholdings in Group companies (Note
20)
Others
639,019 573,463
58,706 68,652
155,283 45,039
26,997 15,651
Total 880,005 702,805

Revenues related to sales/licensing agreements for the commercialisation of proprietary research products are accounted for in accordance with Note 4k.

During 2024 and 2023, the Company received the following dividends and interest from investees (Note 20):

Thousands of Euros
2024 2023
Almirall Hermal GmbH 45,000 45,000
Almirall Holding Iberia, S.L. 40,000 -
Poli Group Holding, SRL 40,000 -
Industrias Farmacéuticas Almirall, S.A. 19,000 -
Laboratorios Almirall, S.L. 8,000 -
Almirall, GmbH 1,200 -
Ranke Química, S.A. 1,000 -
Laboratorios Tecnobío, S.A. 1,000 -
Almirall AG 50 -
Polichem, SRL 33 -
Total 155,283 45,000

Other operating income

Thousands of Euros
2024 2023
Other income of Group companies (Note 20) 14,726 14,893
Others 1,763 4,935
Total 16,489 19,828

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

In 2023, the heading "Others" mainly included income in the amount of €3 million from the change in fair value of the financial asset arising from the transaction with Covis Pharma GmbH described in Note 9 above.

Supplies

The itemisation of this heading is as follows:

Thousands of Euros
2024 2023
Purchases 231,458 226,528
Change in stocks of raw materials and other supplies 2,144 (927)
Change in stock of goods (317) 406
Impairment of raw materials and other supplies 259 (80)
Work carried out for third parties 66,357 52,814
Total 299,900 278,741

The movement in the valuation adjustment for impairment of inventories of finished goods and work in progress, raw materials and other supplies is as follows:

Thousands of Euros
Impairment of raw
Impairment in stocks
Total stock
materials and other of finished or semi impairment
supplies finished products (Note 10)
Balance as at 31 December 2022 140 3,389 3,529
Endowment - 575 575
Application (80) - (80)
Balance as at 31 December 2023 60 3,964 4,024
Endowment 259 1,528 1,787
Application - -
Balance as at 31 December 2024 319 5,492 5,811

Details of purchases made by the Company during 2024 and 2023, according to their origin, are as follows (in thousands of euros):

2024 2023
Intra Intra
Domestic Community Imports Domestic Community Imports
Purchases 58,605 112,257 60,596 47,936 112,778 65,814
Total 231,458 226,528

Staff costs

The composition of staff costs is as follows:

Thousands of Euros
2024
2023
Payroll and salaries 69,594 60,126
Social security payable by the company 11,637 10,055
Compensation payments 224 (361)
Other welfare expenses 4,455 4,286
Total 85,910 74,106

The average number of employees of the Company in the financial years 2024 and 2023, distributed by professional category and gender, is as follows:

2024 2023
Men Women Total Men Women Total
Directors (in staff) 1 - 1 1 - 1
Executives 39 28 67 37 25 63
Managers 41 41 82 40 37 78
Technical staff 171 255 426 151 216 367
Administrative staff 27 59 85 27 61 88
Others - 2 2 - 2 2
Total 278 385 663 257 341 599

In 2024, the average number of employees with functional diversity equal to or greater than thirty-three per cent amounts to 4 people (3 people in 2023), (others).

As at 31 December 2024 and 2023, the staffing table is as follows:
-------------------------------------------------------------------- --
2024 2023
Men Women Total Men Women Total
Directors (in staff) 1 - 1 1 - 1
Executives 38 31 69 37 27 64
Managers 39 42 81 39 37 76
Technical staff 183 268 451 153 224 377
Administrative staff 27 56 83 28 61 89
Others - 2 2 - 2 2
Total 288 399 687 258 351 609

In addition, at year-end 2024 the number of non-employee directors was 10, of whom 4 were women and 6 were men (in 2023 there were 8, of whom 3 were women and 5 were men).

As of 31 December 2024, the number of employees with functional diversity equal to or greater than thirtythree per cent comes to 4 people (4 people as of 31 December 2023) (others).

Other operating expenses

The composition of other operating expenses is as follows:

Thousands of Euros
2024 2023
Research and development 69,961 56,638
Leases and fees 52,535 37,512
Repairs and maintenance 9,349 9,055
Independent professional services 11,532 10,280
Services received from the Group
(Note 20)
102,437 95,544
Transport 5,723 5,587
Insurance premiums 2,398 2,109
Bank services and similar 115 157
Publicity 49,345 45,327
Supplies 1,215 1,360
Other services 19,540 16,812
Other taxes 451 302
Total 324,602 280,684

The heading of leases and royalties includes royalties linked mainly to several of the licence agreements described in Note 5. The amounts corresponding to 2024 and 2023 amounted to €52.5 and €37.5 million, respectively. The increase is mainly explained by the growth in sales of products marketed under the Ilumetri, Ebglyss, Wynzora and Klisyri brands.

Losses, impairments and changes in provisions for trade operations

The breakdown of the heading "Losses, impairment losses and changes in trade provisions" in the accompanying profit and loss statement and the movement in trade provisions is as follows:

Thousands of Euros
2024 2023
Change in insolvency valuation adjustment (994) (86)
Change in other trade provisions 604 (1,250)
Total (income/(expenditure)) (390) (1,336)

The change in the valuation adjustment for insolvencies is as follows:

Thousands of Euros
Adjustment for
insolvencies
(Note 11)
Balance as at 31 December 2022 68
Endowment 86
Application -
Eliminations against the book balance -
Balance as at 31 December 2023 154
Endowment 994
Application -
Eliminations against the book balance -
Balance as at 31 December 2024 1,148

Impairment and gains/losses on disposals of fixed assets and investments in group companies

Details of "Impairment and gains or losses on disposals of property, plant and equipment and investments in Group companies" in 2024 and 2023 are as follows:

Thousands of Euros
2024 2023
Gains Losses Gains Losses
Gain/loss on the disposal or retirement of intangible
assets (Note 5)
Gain/loss on the disposal or retirement of property,
plant and equipment (Note 6)
-
-
(2,690)
(960)
-
-
(1,136)
(34)
Impairment of investments in group companies (Note 8) 5 (19,472) 5 (115,032)
5 (23,122) 5 (116,202)
Impairment and gains/losses on disposals of fixed
assets and investments in group companies
(23,117) (116,197)

The impairment losses in both years relate mainly to provisions made for Almirall, Inc. (Note 8).

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Financial income and expenses

The breakdown of "Financial income/(expense)", "Impairment and gains/(losses) on disposals and fair value changes of financial instruments" and "Exchange differences" in the financial years 2024 and 2023 is as follows:

Thousands of Euros
2024 2023
Income Expenses Income Expenses
Other income and similar interest 7,169 - 5,562 -
Change in fair value of financial instruments - (477) - (1,544)
Financial expenses for unsecured bonds - (7,534) - (7,464)
Financial and similar expenses - (24,643) - (20,290)
Exchange rate differences 2,508 (3,610) 3,832 (4,066)
9,677 (36,264) 9,394 (33,364)
(26,587) (23,970)

The item "Change in fair value of financial instruments" mainly includes fair value restatements of the equity swap (Note 15).

The heading "Financial expenses on unsecured bonds" mainly includes interest financial expenses accrued during the year on senior unsecured bonds and the convertible bond (Note 15).

Transactions in foreign currency

During the financial years 2024 and 2023, the Company has entered into the following foreign currency transactions:

Thousands of Euros
Expenses Income
2024
2023
2024 2023
Currency
US Dollars 38,753 24,531 27,826 26,832
Pound sterling 17,094 13,698 11,920 10,320
Swiss franc 12,251 6,255 8,947 14,921
Japanese yen 222 435 519 783
Danish krone 3,713 4,222 3,366 2,877
Polish Zloty 2,319 1,906 5,330 3,877
Czech koruna 2,006 1,556 2,523 1,056
Others 1,685 149 216 8
78,042 52,752 60,648 60,674

Remuneration of auditors

During 2024 and 2023, the fees for auditing services and other services provided by the Company's auditor (KPMG), or by other companies in the auditor's network, were as follows:

2024
Description Audit and related services Tax services Other services
Audit services Professional
services related
to auditing
KPMG Auditores, S.L. 200 94 - 81
Other companies in the PwC
network
- - - -
200 94 - 81
2023
Description Audit and related services Tax services Other services
Audit services Professional
services related
to auditing
KPMG Auditores, S.L. 224 73 - -
Other companies in the PwC
network
- - - 73
224 73 - 73

The heading "Audit services" includes the fees corresponding to the audit of the individual and consolidated annual accounts of Almirall, S.A.

The heading "Audit-related professional services" includes fees related to the limited review of the Group's interim consolidated financial statements and to the review of information relating to the Group's Internal Control over Financial Reporting (ICFR), as well as works to review the supporting accounts and financial ratios.

Lastly, the heading "Other services" includes the services billed in relation to the verification report of the information included in the Non-Financial Statement (NFS).

20. Balances and transactions with related parties

Transactions

During the financial year 2024, the Company has entered into the following transactions with Group companies:

Income Sales Other
operating
income (Note
19)
Financial
income
(dividends
and
interest)
Total
Almirall AG 11,867 - 50 11,917
Almirall ApS 5,662 4 - 5,666
Almirall Limited 21,093 147 - 21,240
Almirall B.V 30,618 5 - 30,623
Almirall Holding Iberia, S.L. - - 40,000 40,000
Almirall S.A.S 18,668 5 - 18,673
Almirall SpA 54,025 55 - 54,080
Almirall Hermal GmbH 165,395 2,311 45,000 212,706
Almirall-Productos Farmacéuticos, Lda. 7,482 5 - 7,487
Almirall N.V 4,137 4 - 4,141
Industrias Farmacéuticas Almirall S.A - 1,010 19,000 20,010
Ranke Química, S.A - 212 1,000 1,212
Laboratorios Almirall S.L - 1,132 8,000 9,132
Laboratorios Tecnobio, S.A. - - 1,000 1,000
Polichem S.A 1,895 5,347 - 7,242
Almirall LLC 6,580 4,214 - 10,794
Almirall Gmbh - 5 1,200 1,205
Poli Group Holding, SRL - - 40,000 40,000
Polichem, SRL - 269 33 302
Total 327,422 14,726 155,283 497,430
Expenses Purchases Services
Received
(Note 19)
Financial
Expenses
Total
Almirall AG - 5,163 28 5,191
Almirall ApS - 3,597 - 3,597
Almirall Limited - 6,769 389 7,158
Almirall B.V 2,293 1,765 222 4,279
Almirall Holding Iberia, S.L. - - 117 117
Almirall S.A.S - 6,979 1,433 8,412
Almirall SpA - 14,410 2,755 17,165
Almirall Hermal GmbH 21,845 39,129 3,943 64,917
Almirall-Productos Farmacéuticos, Lda. - 2,189 123 2,312
Almirall SP. Z.o.o - 1,858 - 1,858
Almirall LLC - 29 - 29
Industrias Farmacéuticas Almirall S.A 57,428 - 869 58,297
Ranke Química, S.A 23,326 - 44 23,370
Laboratorios Almirall S.L - 16,106 408 16,514
Laboratorios Tecnobio, S.A. - - 43 43
Polichem S.A 2,697 40 7,948 10,685
Almirall NV - 1,718 139 1,857
Almirall Gmbh - 316 91 408
Poli Group Holding SRL - - 723 723
Polichem SRL - - 292 292
Almirall SRO (Czech Republic) - 1,858 - 1,858
Almirall SRO (Slovak Republic) - 318 25 342
Almirall Europa Derma - - 9 9
Almirall Sweden - 194 - 194
Totals 107,588 102,437 19,601 229,627

During the financial year 2023, the Company entered into the following transactions with Group companies:

Income Sales Other
operating
income (Note
19)
Financial
income
(dividends
and
interest)
Total
Almirall AG 17,527 1 33 17,553
Almirall ApS 4,513 - - 4,513
Almirall Limited 19,894 4 - 19,897
Almirall B.V 33,383 - - 33,383
Almirall S.A.S 20,699 4 - 20,704
Almirall SpA 42,857 90 - 42,946
Almirall Hermal GmbH 124,061 1,050 45,000 170,111
Almirall-Productos Farmacéuticos, Lda. 6,335 - - 6,335
Almirall N.V 3,947 7 - 3,954
Industrias Farmacéuticas Almirall S.A - 973 - 973
Ranke Química, S.A - 273 6 280
Laboratorios Almirall S.L - 867 - 867
Polichem S.A 3,427 3,701 - 7,128
Almirall LLC 9,225 7,918 - 17,143
Almirall, AB (Sweden) - 2 - -
Almirall, AS (Norway) - 3 - -
Total 285,869 14,893 45,039 345,795
Expenses Purchases Services
Received
(Note 19)
Financial
Expenses
Total
Almirall AG - 5,196 25 5,221
Almirall ApS - 4,104 - 4,104
Almirall Limited 3 5,563 202 5,768
Almirall B.V 2,411 2,055 216 4,682
Almirall S.A.S - 7,940 1,191 9,131
Almirall SpA - 12,536 2,331 14,867
Almirall Hermal GmbH 17,791 30,539 3,636 51,966
Almirall-Productos Farmacéuticos, Lda. - 2,062 108 2,170
Almirall SP. Z.o.o - 1,478 - 1,478
Industrias Farmacéuticas Almirall S.A 44,983 4,072 739 49,794
Ranke Química, S.A 20,262 - 33 20,295
Laboratorios Almirall S.L - 16,169 336 16,505
Laboratorios Tecnobio, S.A. - - 38 38
Polichem S.A 2,959 41 6,675 9,674
Almirall NV - 1,801 106 1,907
Almirall Gmbh - 226 63 289
Poli Group Holding SRL - - 38 38
Polichem SRL - - 250 250
Almirall SRO (Czech Republic) - 1,506 - 1,506
Almirall SRO (Slovak Republic) - 256 21 271
Totals 88,409 95,544 16,006 199,952

The expenses for purchases and services received by the Company basically correspond to the supply contracts it maintains with its Group companies, as well as the product marketing expenses of foreign subsidiaries with their own sales network.

Sales revenues basically correspond to the supply of products to foreign subsidiaries, as well as the provision of administrative and management support services to subsidiaries.

As mentioned in Note 4kthe Company classifies dividends and interest earned in its capacity as parent company as net turnover. In 2024, dividend income amounted to €155.3 million (€45 million in 2023), as detailed in Note 19. In the financial year 2024, interest income amounted to €50 thousand (€39 thousand in the financial year 2023).

In addition, at 31 December 2024 and 2023, the balances arising from transactions with Group companies are detailed below:

Debit balances

Thousands of Euros
Group companies 2024 2023
Sales (Note
11)
Financial
(Note 8)
Sales (Note
11)
Financial
(Note 8)
Almirall N.V. 920 - 147 -
Almirall-Produtos Farmacéuticos, Lda. 1,424 - 1,394 -
Laboratorios Almirall, S.L. - - - 7
Industrias Farmacéuticas Almirall, S.A. 7 - - -
Almirall, B.V. 6,160 - 5,733 -
Almirall SpA 8,546 - 7,487 -
Almirall S.A.S. 2,964 - 4,253 -
Almirall AG 2,006 2,729 8,004 -
Almirall Limited (UK) 316 - - -
Almirall Hermal GmbH 35,789 - 28,273 -
Almirall ApS Nordics 1,226 - - -
Almirall LLC 5,535 - 13,201 -
Polichem, S.A. 3,457 - 2,949 -
Polichem, SRL 269 - - -
Ranke Química, S.A. 863 - 555 -
Almirall AS - - 3 -
Almirall AB - - 2 -
Total 69,484 2,729 72,001 7

Payables balances

Thousands of Euros
Group companies 2024 2023
Commercial Financial Commercial Financial
Laboratorios Almirall S.L. - 4,431 - 12,739
Laboratorios Tecnobío, S.A. - 408 - 1,379
Industrias Farmacéuticas Almirall, S.A. - 13,057 - 27,387
Ranke Química, S.A. - 1,577 - 4,722
Almirall N.V. 183 4,947 378 2,884
Almirall ApS 623 - 1,646 -
Almirall-Produtos Farmacéuticos, Lda. 654 2,737 716 3,024
Almirall, B.V. 928 6,220 474 7,122
Almirall GmbH 221 1,314 94 2,489
Almirall SpA 1,659 31,562 1,024 77,234
Almirall S.A.S. 1,426 22,965 1,563 41,436
Almirall AG 2,338 - 2,154 3,907
Almirall Sp. z o.o 401 - 394 -
Almirall Limited 1,439 3,333 1,670 1,890
Almirall Hermal GmbH 14,493 97,091 11,420 93,229
Almirall Aestethics S.A. - 243 - 237
Almirall LLC 29 - - -
Almirall Holding Iberia, SL - 33,595 375 33
Polichem, S.A. 340 26,834 256 236,881
Polichem SRL - 924 - 9,020
Poli Group Holding SRL - 204,861 - 1,221
Almirall SRO (Czech Republic) 480 - 288 -
Almirall SRO (Slovak Republic) 67 505 48 513
Total 25,282 456,603 22,500 527,348

Balances and transactions with other related parties

During 2024 and 2023, the Company has carried out the following transactions with related parties, consequently maintaining the following balances at 31 December 2024 and 2023:

Thousands of Euros
Related party Concept Year Transactions -
Income/(Expenses)
Balance -
Receivable /
(Payable)
Sinkasen, S.L.U. Leases 2024 (3,293) -
2023 (3,185) -
Sinkasen, S.L.U. Rebilling of works 2024 129 126
2023 54 38
Grupo Corporativo Landon, S.L. Others 2024 (49) (49)
2023 8 -

The Company's headquarters (located at Ronda General Mitre, 151, Barcelona) are leased to the related entity Sinkasen S.L.U., under a contract that was renewed in January 2023 for a period of ten years (until 31 December 2032).(Note 7).

Transactions with related parties are carried out at market price.

21. Remuneration of the Board of Directors and Senior Management

The amount accrued during fiscal years 2024 and 2023 by current and former members of the Board of Directors for all remuneration items (salaries, bonuses, allowances, remuneration in kind, life insurance, compensation, incentive schemes and social security contributions) amounted to 2,858 and 2,517 thousand euros, respectively. In the financial year 2024, there are accrued life insurance policies in the amount of 3 thousand euros (2 thousand euros in the financial year 2023).

During fiscal year 2024, civil liability insurance premiums in the amount of 230 thousand euros (249 thousand euros in 2023) have accrued to cover possible damages caused to members of the Board of Directors and Senior Management in the performance of their duties.

In addition, the remuneration, paid and unpaid, accrued by the Company's Board of Directors for multi-year incentive and loyalty plans and the SEUS Plan and PSPs (see Note 4r), amounted to 739 thousand euros in 2024 (615 thousand euros in 2023). As at 31 December 2024, the provision for such plans amounts to 1,094 thousand euros (861 thousand euros as at 31 December 2023).

As of 31 December 2024 and 2023, there are no other pension commitments agreed with the current and former members of the Company's Board of Directors.

The Company has included the members of the Management Committee as senior management for the purposes of the annual accounts, as long as they are not on the Board of Directors.

The amount accrued by senior managers who are not members of the Company's Board of Directors, for all remuneration items (salaries, bonuses, allowances, remuneration in kind, compensation, incentive schemes and social security contributions), came to €5,632 thousand in 2024 (€6,533 thousand in 2023). In the financial year 2024, there are accrued life insurance policies in the amount of €16.3 thousand (€12.5 thousand in the financial year 2023).

In addition, the remuneration, paid and unpaid, accrued by the Company's senior management for multi-year incentive and loyalty plans and the SEUS Plan and PSPs (see Note 4r), amounted to €1,345 thousand in 2024 (€1,230 thousand in 2023). As at 31 December 2024, the provision for such plans amounts to €3,871 thousand (€3,938 thousand as at 31 December 2023).

As at 31 December 2024 and 2023, there are no other pension commitments to the senior management.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

In addition, in 2024 and 2023 the members of the Board of Directors and Senior Management of the Company have not received any shares or share options during the fiscal year, nor have they exercised any options or have any options outstanding, nor have they been granted any advances or loans.

22. Other information concerning the Board of Directors

In order to avoid situations of conflict of interests with the Company, during the fiscal year, the directors who have held positions on the Board of Directors during FYs 2024 and 2023 have complied with the obligations set forth in Art. 228 of the consolidated text of the Spanish Corporate Enterprises Act. Likewise, they themselves and the people related to them have refrained from incurring in the scenarios of conflict of interest set forth in Art. 229 of that law, except in those cases in which the corresponding authorisation has been obtained.

23. Environmental information

The Company has adopted the appropriate measures in environmental matters in order to comply with the current environmental legislation. The Company's strategy takes into consideration the Paris Agreement objectives of limiting global temperature increase to below 2°C and climate neutrality by 2050. The impact of climate change risk has not been considered relevant in the preparation of the annual accounts, as it does not significantly affect the useful lives of assets and/or asset impairment assessments and no legal or constructive obligations arise for the Company.

The Company's property, plant and equipment includes certain assets for environmental protection (limitation of fumes, subsoil drainage, etc.), with a carrying value on 31 December 2024 and 2023 of €1,355 thousand euros and €1,261 thousand euros, respectively. In addition, investments amounting to €316 thousand (€626 thousand in 2023) have been made in 2024.

As of 31 December 2024 and 2023, there are no emission allowances.

The profit and loss statements for fiscal years 2024 and 2023 include expenses related to environmental protection for the amounts of €511 thousand and €563 thousand, respectively.

The Company has made investments for an amount of €24 thousand related to photovoltaic panels intended for the production of electricity for self-consumption in 2024, the carrying value of which amounts to €433 thousand as of 31 December 2024 (€432 thousand as of 31 December 2023). The income statement for the year 2024 includes related depreciation expenses amounting to €23 thousand (€26 thousand in 2023), with electricity and maintenance tax expenses that came to €6 thousand (in 2023 being nil), while in 2024 and 2023 electricity and maintenance tax expenses were nil.

The Company's Directors consider that the measures adopted adequately cover all possible needs, and hence there are no environmental risks or contingencies. Accordingly, no subsidies or income related to these activities have been received.

24. Financial risk exposure and capital management

The Company's activities are exposed to various financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. The Company's global risk management programme focuses on the uncertainty of financial markets, and seeks to minimise the potential adverse effects on its financial profitability.

Risk management is controlled by the Company's Treasury Department, which identifies, assesses and hedges for financial risks in accordance with the policies approved by the Board of Directors. The Board of Directors provides written policies for overall risk management, as well as for specific areas such as foreign exchange risk, interest rate risk, liquidity risk, use of derivatives and non-derivatives, and investment of surplus liquidity.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Interest rate risk

As of 31 December 2024 and 2023, most of the Company's debt is at a fixed rate, which minimises the risk of a possible increase in interest rates. As described in Note 15, the main debt instruments are as follows:

  • On 22 September 2021, the Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of 300 million euros, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026.

  • On 27 March 2019, the Company arranged a loan facility with the European Investment Bank (EIB) for up to 120 million euros to fund its research and development efforts, with the objective of providing cuttingedge innovation and differentiated therapies in the area of medical dermatology. The first tranche of €80 million was granted on 17 April 2019, at a fixed interest rate of 1.351%, with 32 equal repayments of principal between 17 April 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt, the interest rate is temporarily increasing by 0.30%, and therefore the interest rate is 1.651%.

  • Finally, the Company has had a revolving credit facility since July 2020, has taken out a revolving credit facility for general corporate purposes for an amount of 275 million for general corporate purposes, currently maturing in February 2028 following a renewal in February 2024, which bears interest at a floating rate tied to Euribor but which, at 31 December 2024 and 2024, bears interest at a floating rate tied to Euribor275 million, which bears interest at a variable rate tied to Euribor, but, at 31 December 2024 and 2023, no amount has been drawn down.

Exchange rate risk

The Company is exposed to exchange rate risk on certain transactions arising from its business activities. This exchange rate risk is mainly related to cash inflows in dollars for sales of finished product; cash inflows and outflows derived from the transaction with Covis Pharma GmbH; outflows in dollars for the licensing agreements with Athenex, Eli Lily or Sun Pharma; outflows in dollars for clinical trials; purchases of raw materials and royalty payments in yen and dollars. The most relevant foreign currency in which the Company operates is the US dollar.

Monthly, the Company analyses the expected incoming and outgoing payments in foreign currencies, as well as the evolution and trends in these currencies. In recent years, the Company has occasionally reduced its exposure to exchange rate risk in larger commercial transactions by taking out specific insurance policies for exchange rates to cover incoming and outgoing cash flows in US dollars.

Liquidity risk

The Company determines its cash requirements using two fundamental forecasting tools that operate according to different time frames.

On the one hand, a monthly cash budget is established for one year, based on the forecast financial statements for the current year, and deviations from the forecast are analysed on a monthly basis.

And on the other hand, medium- and long-term liquidity planning and management is based on the Company's Strategic Plan, and that of the Parent Group, which covers a five-year time frame.

The company carries out centralised cash management through a cash pooling system with its subsidiaries, which earns interest at market rates.

Cash surpluses in foreign currencies are invested in deposits when payments are expected to be made in that currency, mainly US dollars.

In addition, cash surpluses are invested in short-term deposits, which have been remunerated with an average interest rate of 3.6% in 2024 (4.1% in 2023).

Financing instruments include a series of covenants that, in the event of default, would result in a demand for immediate payment of these financial liabilities. The Company periodically assesses their fulfilment (as well as expected future fulfilment, so that it may take corrective measures, if necessary). As of 31 December 2024 and 2023, all covenants are considered to be fulfilled, as mentioned in Note 15.

Almirall, S.A.

Notes to the annual accounts for the financial year 2024

(Expressed in thousands of euros)

The Company manages liquidity risk prudently, maintaining sufficient cash and marketable securities, as well as arranging committed credit facilities for an amount sufficient to support expected needs.

Estimate of the fair value

The valuation of assets and liabilities measured at fair value must be itemised by levels, according to the following hierarchy:

  • Level 1. Quoted prices (unadjusted) in active markets for identical assets and liabilities.
  • Level 2. Data other than the quoted market prices included in Level 1 that are observable for the asset or liability, both directly (i.e., prices) and indirectly (i.e., derived from prices).
  • Level 3. Data for the asset or liability that is not based on observable market data.

As of 31 December 2024 and 2023, the itemisation of the Company's assets and liabilities measured at fair value according to the aforementioned levels, is as follows (in thousands of euros):

2024 Level 1 Level 2 Level 3
Assets
Financial assets at fair value through profit or loss (*) - - 20,941
Total assets - - 20,941
Liabilities
Financial liabilities at fair value through profit or loss (Note 15) - 2,046 -
Total liabilities - 2,046 -

(*) includes the long-term and short-term amounts derived from the transaction with Covis Pharma GmbH (Note 9).

2023 Level 1 Level 2 Level 3
Assets
Financial assets at fair value through profit or loss (*) - - 34,091
Total assets - - 34,091
Liabilities
Financial liabilities at fair value through profit or loss (Note 15) - 1,569 -
Total liabilities - 1,569 -

(*) includes the long-term and short-term amounts derived from the transaction with Covis Pharma GmbH (Note 9).

Credit risk

The Company manages credit risk through an individual analysis of the items included in accounts receivable. As a preventive measure, credit limits are established for sales to wholesalers, pharmacies and local licensees. In the case of hospital sales, given their minor significance, payment is collected afterwards, once the debt is due.

Amounts considered to be bad debts, once all the pertinent collection procedures have been carried out, are impaired at 100%. The breakdown by maturity, as well as the amounts impaired at year-end 2024 and 2023, are detailed in Note 11.

The Company does not have a significant credit risk, since it invests cash and, where applicable, arranges derivatives with highly solvent entities.

Almirall, S.A. Notes to the annual accounts for the financial year 2024 (Expressed in thousands of euros)

Capital management

The Company manages its capital to ensure the continuity of the activities of the Group companies of which it is the parent Company and, at the same time, to maximise shareholder returns through an optimal balance between debt and equity.

The Company periodically reviews its capital structure in accordance with a five-year strategic plan that sets the guidelines for investment and financing needs.

As at 31 December 2024 and 2023, the leverage ratios were as follows (in thousands of euros):

2024 2023
Loans with credit institutions (Note 15) 45,000 55,000
Bonds and other marketable securities (Note 15) 297,993 296,851
Cash and cash equivalents (327,645) (360,885)
Net Debt / (Net Cash) 15,348 (9,034)
Equity 1,498,146 1,376,535
Share capital 25,616 25,127
Leverage Index(1) 1.0% -0.7%

(1) Based on the calculation used by the Company to determine the leverage ratio (excluding the amount of "Other financial liabilities" included in Note 16, and the accrued interest pending payment of the debts included in Note 15).

Macroeconomic and geopolitical risks

The Company's operations can be conditioned by economic cycles and international geopolitical conflicts, whether in areas in which it operates directly or in territories that impact other activities (such as the supply chain or clinical trials, for example). However, the pharmaceutical sector is generally considered counter-cyclical, given that chronic and prescription treatments tend to have stable demand and do not benefit (or are not harmed) by favourable macroeconomic scenarios (or recession, in the latter case).

In the year ended 31 December 2024, inflation in the various territories where the Company operates (mainly the European Union and the United States) remained at low levels as a result of the central banks' more restrictive monetary policies, which resulted in lower interest rates faced with the prospect of the central banks easing their monetary policy. The conflicts between Ukraine and Russia, and in the area of the Middle East remain active (both events mainly affect the licensee marketing segment), but did not have a significant impact on the Company's operations in 2024.

25. Report on deferrals of payments to suppliers

The periods for payments to suppliers achieved by the Company comply with the limits established in Law 15/2010 of 5 July, amending Law 3/2004 on combating late payment in commercial transactions. This Law establishes a payment deadline of 60 days.

The itemisation of payments for commercial transactions made during the year and those pending payment at 31 December 2024 and 2023 in relation to the maximum legal deadlines provided for in Law 15/2010, which is itemised pursuant to the Official State Gazette published on 4 February 2016, is as follows:

Number of days
2024 2023
Days Days
Average period of payment to suppliers 38 40
Ratio of paid transactions 39 42
Ratio of transactions pending payment 26 22
Total payments made 790,334 739,081
Total payments due 92,493 56,304

This balance refers to the suppliers which, by their nature, are trade payables for debts with suppliers of goods and services.

Finally, in accordance with Law 18/2022 of 28 September, the monetary volume and number of invoices paid in a period lower than the maximum established in the regulations on late payment and the percentage they represent of the total invoices and payments, according to the provisions of the Official State Gazette published on 29 September 2022, are detailed below:

2024 2023
Thousands
of Euros
Number
of
invoices
Thousands
of Euros
Number
of
invoices
Invoices paid within the deadline 636,148 22,250 515,741 24,956
Total invoices paid 790,334 26,721 739,081 31,483
% paid within the deadline 80.49% 83.27% 69.78% 79.27%

26. Subsequent events

On 31 January 2025, a sale agreement has been signed for the divestment of Algidol® and the Sekisan® licence in Spain for which the Company has received 12 million euros, with certain unconditional future receivables still pending. As at 31 December 2024 there are no significant assets associated with this transaction.

At the date of preparation of these annual accounts, the Board of Directors of the Company resolved to propose to the General Meeting of Shareholders the distribution of a dividend charged to unrestricted reserves in the amount of 40.6 million euros (equivalent to 0.19 euros per share). For the purposes of this dividend distribution, it is proposed to again utilise the "Flexible Dividend" shareholder remuneration system, already applied in 2024, or alternatively, to pay it fully in cash.

Thousands of Euros
Laboratorios Laboratorios Industrias
Farmacéuticas
Ranke Química, Almirall Holding Almirall -
Productos
Farmacêuticos,
Name Almirall, S.L. Tecnobio, S.A. Almirall, S.A. S.A. Iberia, S.L. (1) Almirall NV Lda.
Address Spain Spain Spain Spain Spain Belgium Portugal
Intermediation Manufacturing of Manufacture of raw Pharmaceutical Pharmaceutical
Activity services Inactive specialities materials Holding laboratory laboratory
31 December 2024
Fraction of capital held:
-
Directly
100% 100% 100% 100% 100% 0.01% -
-
Indirectly
- - - - - 99.99% 100%
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 120 61 1,200 1,200 52,602 1,203 1,500
Reserves 1,138 318 43,269 21,442 (22,495) 2,569 2,914
Net profit/(loss) for the year 714 29 4,643 1,471 73,163 172 294
Book value of equity interest (Group) 4,112 127 41,982 10,840 144,203 9 -
-
Cost
4,112 127 41,982 10,840 144,203 9 -
-
Provision
- - - - - - -
31 December 2023
Fraction of capital held:
-
Directly
100% 100% 100% 100% 100% 0.01% -
-
Indirectly
- - - - - 99.99% 100%
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 120 61 1,200 1,200 52,602 1,203 1,500
Reserves 8,458 1,274 58,557 21,308 17,615 2,437 2,769
Net profit/(loss) for the year 680 44 3,661 1,128 (110) 132 145
Book value of equity interest (Group) 4,112 127 41,982 10,840 144,203 9 -
-
Cost
4,112 127 41,982 10,840 144,203 9 -
-
Provision
- - - - - - -

Note: All information concerning the indicated companies is obtained from the individual financial statements of the different companies. For this reason, they do not reflect the effect that would result from applying consolidation criteria for the shares.

(1) Formerly Almirall International B.V., headquartered in the Netherlands.

Thousands of Euros
Almirall Europa
Name Almirall BV Derma S.A. Almirall Limited Almirall, S.A.S. Almirall SP, Z.O.O. Almirall GmbH Almirall AG
Address
Holland
Spain United Kingdom France Poland Austria Switzerland
Pharmaceutical Pharmaceutical Pharmaceutical Intermediation Intermediation Pharmaceutical
Activity laboratory Inactive laboratory laboratory services services laboratory
31 December 2024
Fraction of capital held:
-
Directly
- 100% - - - 100% 100%
-
Indirectly
100% - 100% 100% 100% - -
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 4,000 61 571 12,527 12 36 901
Reserves 3,986 176 13,812 7,205 1,646 1,845 6,857
Net profit/(loss) for the year 332 5 865 1,721 55 430 1,113
Book value of the shareholding - 242 - - - 1,485 10,628
-
Cost
- 261 - - - 1,485 10,628
-
Provision
- (19) - - - - -
31 December 2023
Fraction of capital held:
-
Directly
- 100% - - - 100% 100%
-
Indirectly
100% - 100% 100% 100% - -
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 4,000 61 571 12,527 12 36 901
Reserves 3,487 171 12,514 23,579 1,576 2,662 6,288
Net profit/(loss) for the year 499 5 583 2,625 45 384 744
Book value of the shareholding - 237 - - - 1,485 10,628
-
Cost
- 261 - - - 1,485 10,628
-
Provision
- (24) - - - - -

Note: All information concerning the indicated companies is obtained from the individual financial statements of the different companies. For this reason, they do not reflect the effect that would result from applying consolidation criteria for the shares.

Thousands of Euros
Name Almirall SpA Almirall Hermal GmbH Almirall Aps Almirall Inc Subgroup (2)
Almirall LLC
Poli Group Holding
S.R.L.
Address Italy Germany Denmark United States United States Italy
Activity Pharmaceutical Pharmaceutical Pharmaceutical Pharmaceutical
laboratory laboratory laboratory Holding laboratory Holding
31 December 2024
Fraction of capital held:
-
Directly
- 100% 100% 100% - 100%
-
Indirectly
100% - - - 100% -
% voting rights 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 8,640 25 17 - - 31
Reserves 6,398 32,893 3,438 273,387 291,806 6,682
Net profit/(loss) for the year 4,504 34,662 248 (34,410) (41,122) 238,637
Book value of the shareholding - 359,270 17 246,149 - 380,270
-
Cost
- 359,270 17 782,548 - 380,270
-
Provision
- - - (536,399) - -
31 December 2023
Fraction of capital held:
-
Directly
- 100% 100% 100% - 100%
-
Indirectly
100% - - - 100% -
% voting rights 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 8,640 25 17 - - 31
Reserves 57,239 44,127 3,212 342,297 358,944 46,713
Net profit/(loss) for the year 4,159 32,369 229 (106,577) (105,652) (31)
Book value of the shareholding - 359,270 17 242,398 - 380,270
-
Cost
- 359,270 17 759,325 - 380,270
-
Provision
- - - (516,927) - -

Note: All information concerning the indicated companies is obtained from the individual financial statements of the different companies. For this reason, they do not reflect the effect that would result from applying consolidation criteria for the shares.

(2) Includes the holding companies Aqua Pharmaceutical Holdings Inc and Almirall LLC (formerly Aqua Pharmaceuticals LLC).

Thousands of Euros
Name Polichem, S.A. Polichem S.R.L. Almirall S.r.o. Almirall S.r.o Almirall AS Almirall AB
Address Luxembourg/Switzerland/China Italy Czech Republic Slovak Republic Norway Sweden
Activity Pharmaceutical Intermediation Intermediation Intermediation Intermediation
Pharmaceutical laboratory laboratory services services services services
31 December 2024
Fraction of capital held:
-
Directly
- - 100% 100% 100% 100%
-
Indirectly
100% 99.6% - - - -
% voting rights 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 1,447 540 - 5 27 2
Reserves 23,153 779 536 573 473 518
Net profit/(loss) for the year 36,375 1,991 40 24 22 25
Book value of the shareholding - - 500 505 486 505
-
Cost
- - 500 505 486 505
-
Provision
- - - - - -
31 December 2023
Fraction of capital held:
-
Directly
- - 100% 100% 100% 100%
-
Indirectly
100% 99.6% - - - -
% voting rights 100% 100% 100% 100% 100% 100%
Consolidation method Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation Full consolidation
Capital 1,452 540 - 5 27 2
Reserves 224,284 7,435 509 556 482 515
Net profit/(loss) for the year 33,819 1,344 38 17 16 30
Book value of the shareholding - - 500 505 486 505
-
Cost
- - 500 505 486 505
-
Provision
- - - - - -

Note: All information concerning the indicated companies is obtained from the individual financial statements of the different companies. For this reason, they do not reflect the effect that would result from applying consolidation criteria for the shares.

Almirall, S.A.

Management Report (Year ended 31 December 2024)

(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails).

3
Corporate Development 3
Evolution of the main figures of the profit and loss statement 4
4
Financial risk management and use of hedging instruments 5
Risk factors 6
Treasury shares 6
6
Average payment period 7
7
Annual Corporate Governance Report / Annual Directors' Remuneration Report 7
Capital structure. Significant shareholdings 7
Private agreements among shareholders and restrictions on transferability and voting 7
8
Significant agreements 9
Subsequent events 9
9
Summary of the year. Key milestones


Balance sheet evolution. Financial position



Staff

Trends for 2025



Governing bodies


Statement of Non-Financial Information and Sustainability Information

1. Summary of the year. Key milestones

The financial year ended 31 December 2024 was characterised by an increase in net turnover, mainly due to the performance of the Company's dermatology portfolio in Europe. Growth is mainly being led by products marketed under the brand names Ilumetri (for treating moderate to severe plaque psoriasis), Wynzora (for treating mild to moderate psoriasis) and Ebglyss (launched in December 2023 in Germany and for treating moderate to severe atopic dermatitis). Additional launches of Ebglyss in new territories are expected throughout 2025. The Spanish market is also growing thanks to the dermatology portfolio, Almax and the products acquired throughout 2023 (Physiorelax in February and Prometax in August), which offset the erosion in sales of products marketed under the Efficib and Tesavel brands, affected by the competition from generics since August 2022.

From the macroeconomic and geopolitical point of view, inflation in the various territories where the Company operates remained at low levels as a result of the central banks' more restrictive monetary policies, which resulted in lower interest rates faced with the prospect of the central banks easing their monetary policy. The conflicts between Ukraine and Russia, and in the area of the Middle East remain active (both events mainly affect the licensee marketing segment), but did not have a significant impact on the Company's operations in 2024.

In the current financial year, the Pharmaceutical Industry's Strategy for the 2024-2028 period has been approved, which seeks to integrate innovation, production and access to medicines, taking into account sustainability and control of health spending. This strategy recognises that the pharmaceutical sector is crucial to people's health and quality of life, as well as to the global economy. Drawn up by an inter-ministerial group and the main employers' organisations of the sector in Spain, it focuses on three key aspects: equitable access to medicines, sustainability of the National Health System (NHS) and the promotion of innovation and competitiveness of the industry. It is part of Spain's Recovery, Transformation and Resilience Plan and contributes to the European Pharmaceutical Strategy. At the end of 2024, the concrete impacts that may result in the future from this strategy are unknown.

From the point of view of R&D activities, there has been no relevant regulatory event, although two development agreements have been signed (with Novo Nordisk and Eloxx Pharmaceuticals).

The dividend proposed by the Board of Directors on 16 February 2024 was approved at the General Meeting of Shareholders held on 10 May 2024. The payment of the dividend has been implemented as a flexible dividend in which shareholders have been offered the choice between receiving newly issued Company shares or the cash amount equivalent to the dividend. The cash payment was chosen by 6.2% of the rights holders (which entailed a disbursement of €3.3 million), while the remaining 93.8% opted to receive new shares, each at par value, which were issued as a capital increase. On 12 June 2024, a total of 4,074,994 new shares of the Company from this flexible dividend were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges.

From a liquidity standpoint, the Company ended FY 2024 with a cash position that amounted to €327.6 million (€360.9 million at 31 December 2023). This evolution is explained by:

  • Solid cash flow from operating activities (+196.1 million euros), mainly as a result of the good business performance, partially offset by the negative evolution of working capital (linked to the increase in inventories due to new launches).
  • Net cash flows from investment activities (-148 million euros) as a result of the payments relating to the licences awarded in 2023 and 2024 and to the investment made in the investee Almirall, Inc.
  • Net cash flows from financing activities (-81.4 million euros) as a result of the decrease in debt with group companies and the repayment of bank borrowings.

2. Corporate Development

During FY 2024, the corporate development agreements concluded and the significant events that occurred were as follows:

  • On 16 February 2024, an agreement was signed with Novo Nordisk for the acquisition of the rights to NN-8828 for the use thereof in various fields, including immune-mediated inflammatory skin diseases. NN-8828 is an IL-21 blocker that inhibits IL-21-induced pathophysiological functions in several immunomodulatory diseases.
  • On 11 March 2024, an agreement was signed with Eloxx Pharmaceuticals Inc. for the acquisition of the rights to ZKN-013, including its use in orphan dermatological diseases. ZKN-013 is a potentially promising oral drug for reading nonsense mutations, which allows host cells to produce functional proteins that counteract the root cause of these rare dermatological diseases and potentially others.
  • On 10 June 2024, it was announced that the US Food and Drug Administration (FDA) had approved the Supplemental New Drug Application (sNDA), which involves extension of the treatment area to 100 cm2 of Klisyri (tirbanibulin), a topical treatment for actinic keratosis (AK) of the face or scalp, which is applied once daily for five days. This new approval will modify the previous dosing of Klisyri for treatment, from a surface area of up to 25 cm2 to a surface area

of up to 100 cm2, thereby allowing physicians to treat a larger surface area on the face or scalp. This approval has been backed by an open-label Phase III safety study with over 100 patients in the United States.

• At the Congress of the European Academy of Dermatology and Venereology (EADV), held from 25 to 28 September in Amsterdam, in the Netherlands, Almirall presented new long-term results from the ADjoin extension trial. More than 80% of adults and adolescents with moderate to severe atopic dermatitis who responded to treatment with lebrikizumab at week 16 of the ADvocate 1 and 2 trials, and continued the treatment for up to three years, experienced sustained skin clearance with monthly maintenance dosing. Nearly 87% of patients treated with this biological agent have not required high potency topical corticosteroids or systemic treatments during the three-year period

3. Evolution of the main figures of the profit and loss statement

  • Net revenues amounted to 880 million euros (+25%) thanks to the growth of dermatological products in Europe, led by Ilumeti, Ebglyss and Wynzora, as well as income from dividends from group companies amounting to 155.3 million euros.
  • The work carried out by the company on its assets amounted to 20.3 million, which corresponds to capitalised development costs for projects in progress.
  • Other operating income amounted to 16.5 million euro (-17%) mainly as a result of the decrease in the financial restatement of the collection rights relating to the agreement with Covis Pharma.
  • Staff costs increased by 16%, mainly resulting in the salary increase as a result of the application of the salary review clause for the period from 2021 to 2023, as established by the chemical collective bargaining agreement in force for those years. In addition, a new agreement was signed in 2024 for the 2024 to 2026 period, which provides for annual increases of 3%.
  • Operating expenses increased by 16% due to higher R&D expenses, mainly due to the developments related to the agreements concluded at the end of 2023 and early in 2024 and the progress in early stage assets (especially IL-1RAP and IL-2muFc), on the one hand, and due to the market launch of Ebglyss, Ilumetri and Wynzora and higher royalties linked to licensed products, on the other.
  • Depreciation amounted to 67.3 million euros (+68%), increased by the start of the amortisation of the rights acquired for Ebglyss.
  • The heading "Impairment and gains or losses on disposals of fixed assets and investments in Group companies" in the accompanying profit and loss statement includes the impairment of the investment in Almirall, Inc.
  • The financial result decreased to registering a net financial expense of 26.5 million euros, mainly due to interest accrued during the year on debts to group companies.
  • Mainly as a result of that, the operating result and the net result for FY 2024 amounted to 131 and 121.7 million euros, respectively.

4. Balance sheet evolution. Financial position

The main changes in the balance sheet as at 31 December 2024 compared to the end of FY 2023 are described below:

  • Intangible assets increased by additions related to the agreements with Sun Pharma, Novo Nordisk and Athenex, partially offset by amortisation for the year.
  • Inventories have increased as a result of the initial procurement of several products launched recently (Ebglyss and Physiorelax), as well as increased demand for some licensed products (Illumetri, Crestor and Winzora).
  • Trade receivables have increased mainly due to the increase in turnover and the recognition of the right to collect various loans granted by the Spanish Ministry of Science and Technology to finance R&D activities.
  • Equity has increased significantly due to the positive impact of this year's result.
  • Financial debt has decreased mainly as a result of quarterly repayments of the loan that the Company had taken out with the European Investment Bank.
  • Current liabilities have decreased as a result of the payment for intangible assets to be settled at year-end 2023 with Eli Lilly, Sun Pharma, Simcere and Etherna, which were settled in January 2024, partially offset by new milestones due that were still outstanding at year-end 2024 (mainly Sun Pharma).

• Short-term debts with Group companies have been significantly reduced by the distribution of dividends from subsidiaries, which has been utilised as a reduction of intra-group debt.

5. Financial risk management and use of hedging instruments

The Company's activities are exposed to various financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. The Company's global risk management programme focuses on the uncertainty of financial markets, and seeks to minimise the potential adverse effects on its financial profitability.

Risk management is controlled by the Company's Treasury Department, which identifies, assesses and hedges for financial risks in accordance with the policies approved by the Board of Directors. The Board of Directors provides written policies for overall risk management, as well as for specific areas such as foreign exchange risk, interest rate risk, liquidity risk, use of derivatives and non-derivatives, and investment of surplus liquidity.

Interest rate risk

As of 31 December 2024 and 2023, most of the Company's debt is at a fixed rate, which minimises the risk of a possible increase in interest rates. The main debt instruments are as follows:

    • On 27 March 2019, the Company arranged a loan facility with the European Investment Bank (EIB) for up to 120 million euros to fund its research and development efforts, with the objective of providing cutting-edge innovation and differentiated therapies in the area of medical dermatology. The first tranche of €80 million was granted on 17 April 2019, at a fixed interest rate of 1.351%, with 32 equal repayments of principal between 17 April 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt, the interest rate is temporarily increasing by 0.30%, and therefore the interest rate is 1.651%.
  • On 22 September 2021, the Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of 300 million euros, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026.
  • Lastly, since July 2020, the Company has taken out a revolving credit facility for general corporate purposes for an amount of 275 million euros, currently maturing in February 2028 following a renewal in February 2024, which bears interest at a variable rate tied to Euribor, but which, at 31 December 2024 and 2023, had not been drawn down in any amount.

Exchange rate risk

The Company is exposed to exchange rate risk on certain transactions arising from its business activities. This exchange rate risk is mainly related to cash inflows in dollars for sales of finished product; cash inflows and outflows derived from the transaction with Covis Pharma GmbH; outflows in dollars for the licensing agreements with Athenex, Eli Lily or Sun Pharma; outflows in dollars for clinical trials; purchases of raw materials and royalty payments in yen and dollars. The most relevant foreign currency in which the Company operates is the US dollar.

Monthly, the Company analyses the expected incoming and outgoing payments in foreign currencies, as well as the evolution and trends in these currencies. In recent years, the Company has occasionally reduced its exposure to exchange rate risk in larger commercial transactions by taking out specific insurance policies for exchange rates to cover incoming and outgoing cash flows in US dollars.

Liquidity risk

The Company determines its cash requirements using two fundamental forecasting tools that operate according to different time frames.

On the one hand, a monthly cash budget is established for one year, based on the forecast financial statements for the current year, and deviations from the forecast are analysed on a monthly basis.

And on the other hand, medium- and long-term liquidity planning and management is based on the Company's Strategic Plan, and that of the Parent Group, which covers a five-year time frame.

Cash surpluses in foreign currencies are invested in deposits when payments are expected to be made in that currency, mainly US dollars.

Financing instruments include a series of covenants that, in the event of default, would result in a demand for immediate payment of these financial liabilities. The Company periodically assesses their fulfilment (as well as expected future fulfilment, so that it may take corrective measures, if necessary). As of 31 December 2024 and 2023, all covenants have been fulfilled.

The Company manages liquidity risk prudently, maintaining sufficient cash and marketable securities, as well as arranging committed credit facilities for an amount sufficient to support expected needs.

Credit risk

The Company manages credit risk through an individual analysis of the items included in accounts receivable. As a preventive measure, credit limits are established for sales to wholesalers, pharmacies and local licensees. In the case of hospital sales, given their minor significance, payment is collected afterwards, once the debt is due.

Amounts considered to be bad debts, once all the pertinent collection procedures have been carried out, are impaired at 100%.

The Company does not have a significant credit risk, since it invests cash and, where applicable, arranges derivatives with highly solvent entities.

6. Risk factors

Noteworthy risk factors that may affect the achievement of business targets are as follows:

  • Pressures related to price reductions, reimbursement conditions, contributions to the healthcare system or more restrictive regulations, which could increase with growing government budget deficits on the horizon and with a potential overall worsening of the macroeconomic conditions in European countries.
  • Price increases in materials, transport, energy and supply shortages due to current geopolitical and socioeconomic threats and macroeconomic developments.
  • Unexpected climate changes and increasing risks of major natural disasters can accelerate the adoption of new regulations to reduce emissions, energy and water use and changes to increase climate resilience by generating operational costs.
  • Cyberattacks or security incidents that allow access to confidential information or cause a disruption of business activities.
  • Impairment of intangible assets and goodwill due to lower-than-projected revenue streams.
  • Inability to have a sufficiently balanced and differentiated R&D pipeline in its various phases, either with internal or external innovation, to nurture the portfolio of products.
  • Difficulties in attracting and retaining talent.
  • Delays in the implementation of new launches.

In addition, the Sustainability Report and Statement of Non-Financial Information attached as Appendix I to the Management Report of the Almirall Group and subsidiaries, of which the Company is the parent company, explains the Group's risk management system (Section 2.1.4).

7. Treasury shares

The Company has a liquidity contract with a financial intermediary, effective as from 4 March 2019, with the aim of favouring liquidity and stability of prices of the Company's shares, within the limits established by the General Shareholders' Meeting and by current regulations, in particular, Circular 1/2017, of 26 April, of the National Securities Market Commission (CNMV), on liquidity contracts. This contract means that as at 31 December 2024 the Company holds treasury shares representing 0.10% of the share capital (0.09% on 31 December 2023) and an overall nominal value of 24.6 thousand euros (23 thousand euros at 31 December 2023), which have been recognised in accordance with EU-IFRS. The average acquisition price of these shares in the financial year 2024 was 8.4 euros per share (8.6 euros per share in the financial year 2023). The Company's own shares are intended to be traded on the market.

8. Staff

The average number of employees of the Company during the financial year 2023 was 663.

9. Average payment period

The Company's average payment period to creditors and suppliers for the financial year 2024 is approximately 38 days.

10. Trends for 2025

FY 2025 will be a significant year for Ebglyss, consolidating growth in the territories where it has already launched and paying special attention on the new territories where it will launch. As for the rest of the dermatology portfolio, growth is expected to continue with the leadership of Ilumetri, Wynzora and Klisyri.

In terms of R&D activities, the focus will be on products that are in the early development stages, linked to agreements with Evotec, Ichnos, Simcere, Etherna, Novo Nordisk and Eloxx.

Finally, the Company's Management continues to focus on opportunistic M&A transactions that fit with the Company's business strategy, while always maintaining a prudent financial approach.

11. Annual Corporate Governance Report / Annual Directors' Remuneration Report

The Annual Corporate Governance Report and the Annual Directors' Remuneration Report is included in the Management Report of the Almirall Group and subsidiaries, of which the Company is the parent.

12. Capital structure. Significant shareholdings

At 31 December 2024, the Company's share capital is represented by 213,468,718 fully subscribed and paid-up shares with a par value of 0.12 euros each.

The shareholders with significant holdings in the share capital of Almirall, S.A., both direct and indirect, in excess of 3% of the share capital, of which the Company is aware, according to the information contained in the official records of the National Securities Market Commission (CNMV) at 31 December 2024 and 2023, are as follows:

Name or company name
of the direct shareholder
% Interest
31/12/2024
% Interest
31/12/2023
Grupo Plafin, S.A. 44.5% 44.5%
Grupo Corporativo Landon, S.L. 15.6% 15.6%
Norbel Inversiones 5.1% 5.1%
Wellington Management - 5.0%
Total 65.2% 70.2%

As of 31 December 2024 and 2023, the Company was not aware of any other holdings equal to or greater than 3% of the share capital or voting rights of the Company, which, although less than the established percentage, would enable the exercise of significant influence over the Company.

13. Private agreements among shareholders and restrictions on transferability and voting

There is a private agreement among shareholders, which has been duly notified to the CNMV, and the full text thereof can be consulted on the website www.almirall.com. It was signed by Antonio Gallardo Ballart and Jorge Gallardo Ballart, and it regulates the concerted action of its signatories in Almirall, S.A. and the exercise of the voting rights that they possess indirectly in the Company through the company Grupo Plafin, S.A.U., on one hand, and Grupo Corporativo Landon, S.L. (previously known as Todasa, S.A.U.), on the other hand.

There are no restrictions set out in the Articles of Association on the free transferability of the Company's shares, nor are there any statutory or regulatory restrictions set out in the Articles of Association or in other regulations on voting rights.

14. Governing bodies

Appointment of directors

Directors are appointed (i) at the proposal of the Appointments and Remuneration Committee, in the case of independent directors, and (ii) after a report from the Appointments and Remuneration Committee, in the case of other directors, by the General Shareholders' Meeting or by the Board of Directors in accordance with the provisions of the Spanish Capital Companies Act.

When a new director is appointed, they must follow the orientation programme for new directors established by the Company, so that they can quickly acquire sufficient knowledge of the Company and of its rules for corporate governance.

When designating external directors, the Board of Directors endeavours to ensure that candidates are chosen who have recognised solvency, competence and experience, given that great care must be taken when filling the posts of independent director provided for in Art. 6 of the Board Regulations.

Directors affected by proposals for re-election will abstain from taking part in deliberations and from voting on such proposals.

Directors hold office for the term stipulated by the General Shareholders' Meeting, which must be the same for all of them and may not exceed four years. At the end of this term, they may be re-elected one or more times for periods of the same maximum duration.

Replacement of Directors

Directors will leave office when the term for which they were appointed has elapsed or when so decided by the General Shareholders' Meeting in the exercise of the powers conferred upon it by law or by the Company's Articles of Association. In any case, the appointment of directors will end when the term has expired and the next General Meeting has been held or when the legal deadline for holding the meeting that must pass a resolution approving the previous year's annual accounts has elapsed.

The Board of Directors may only propose the dismissal of an independent director before expiry of the term established in the Articles of Association when there is just cause, as determined by the Board following a report from the Appointments and Remuneration Committee. In particular, just cause will be deemed to exist when the director has failed to comply with the duties inherent in their position or has incurred in any of the circumstances that prevent them from holding office as described in the definition of independent director established in the good corporate governance recommendations currently in force.

Directors affected by proposals for dismissal will abstain from taking part in the deliberations and voting on such proposals.

Directors must submit their resignation to the Board of Directors and, if the Board deems it appropriate, officially resign their post in the following cases:

  • a) When they leave the executive positions associated with their appointment as director.
  • b) When they find themselves in any of the situations resulting in incompatibility or prohibition as stipulated by law.
  • c) When they are seriously reprimanded by the Board of Directors for having breached their obligations as directors.
  • d )When their continued presence on the Board may jeopardise or damage the interests, credit or reputation of the Company or when the reasons for which they were appointed cease to exist (for example, when a proprietary director sells their stake in the Company).
  • e) In the case of independent directors, they may not remain in their posts for a continuous period of more than 12 years, and once this period has elapsed, they must submit their resignation to the Board of Directors and officially resign.
  • f) In the case of proprietary directors (i) when the shareholder they represent sells its entire stake and; , likewise (ii) in the corresponding number, when this shareholder reduces its stake to a level that requires a reduction in the number of proprietary directors.

In the event that, due to resignation or for any other reason, a director leaves their post before the end of their term of office, they must explain the reasons in a letter to be sent to all the members of the Board.

Amendment of Articles of Association

The amendment of the Articles of Association is the responsibility of the General Shareholders' Meeting and is governed by Art. 160 of the Spanish Capital Companies Act and other concordant provisions, and there are no relevant specifications in this regard in the Articles of Association or the Regulations of the General Shareholders' Meeting.

Powers of Members of the Board of Directors

All the powers corresponding to the Board of Directors are permanently delegated in favour of the Company's Chief Executive Officer, according to a deed authorised on 11 May 2023 by the Notary Public of Barcelona, Mr. Enrique Viola Tarragona, acting in replacement of and for the notarial records of his colleague of the same city, Ms. Blanca Pardo García.

15. Significant agreements

There are no significant agreements, either in relation to changes of control of the Company or between the Company and its Directors and Management or Employees, regarding compensation for resignation (except those described in the Annual Remuneration Report), dismissal or takeover bids (except those described in the Annual Report on Directors' Remuneration and Corporate Governance Report included in the annual accounts of the Almirall Group and subsidiaries, of which the Company is the parent company).

16. Subsequent events

On 31 January 2025, a sale agreement has been signed for the divestment of Algidol® and the Sekisan® licence in Spain for which the Company has received 12 million euros, with certain unconditional future receivables still pending. As at 31 December 2024 there are no significant assets associated with this transaction.

At the date of preparation of these annual accounts, the Board of Directors of the Company resolved to propose to the General Meeting of Shareholders the distribution of a dividend charged to unrestricted reserves in the amount of 40.6 million euros (equivalent to 0.19 euros per share). For the purposes of this dividend distribution, it is proposed to again utilise the "Flexible Dividend" shareholder remuneration system, already applied in 2024, or alternatively, to pay it fully in cash.

17. Statement of Non-Financial Information and Sustainability Information

The Statement of Non-Financial Information and the Sustainability Information is included in the Management Report of the Almirall Group and subsidiaries, of which the Company is the parent.

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