Alumexx N.V.

Annual Report (ESEF) • May 27, 2025

ALUMEXX N.V. 1 1 YOUR NEXT LEVEL SUPPORT Alumexx N.V. Annual report 2024 Etten-Leur, May 27, 2025 2 Contents The Alumexx profile ........................................................................................ 5 Alumexx shares .............................................................................................. 7 The path to sustainable long-term value creation ......................................... 11 Developments during the reporting year ....................................................... 16 Corporate Governance ................................................................................. 26 Risk Management ......................................................................................... 32 Report of the Supervisory Board ................................................................... 41 Alumexx N.V. Annual Report ......................................................................... 52 Consolidated statement of profit or loss and comprehensive income ........... 53 Consolidated statement of financial position ................................................. 56 Consolidated statement of changes in equity ............................................... 58 Consolidated statement of cash flows ........................................................... 60 Notes to the consolidated financial statements ............................................. 62 Alumexx N.V. Company only report ............................................................ 134 Separate statement of financial position ..................................................... 135 Separate profit and loss account 2024 ........................................................ 136 Notes to the separate financial statements ................................................. 137 Other information ......................................................................................... 153 Independent auditor's report ....................................................................... 154 3 Message from the CEO Dear Stakeholders, We hereby present our annual report 2024 to you; 2024 is the first year that we report in full on the results of the acquired companies ASC Group and Euroscaffold. Following these acquisitions, our company has reached a business size which is in line with being listed at the stock exchange. In 2024 we had to deal with several challenges. Apart from the difficult economic situation in Europe there were global instabilities. Furthermore, certain developments at our home market negatively affected the results of our company. 2024 started with a very wet spring season which discouraged building and do-it-yourself activities in the Netherlands. Also, national demand for solar panels declined because offsetting arrangements of solar generated energy ended by the government. In addition, nitrogen policies prevented issuing of building permits. Nevertheless, Alumexx managed to keep its business operations stable and achieved healthy results. We characterise 2024 as a year of transition, in which we mainly focused on the integration of the acquired companies. This integration was to a large extent executed. We expect to see the positive effect hereof in the upcoming years, both in growth and in return on investments. Per July 1, Henk Hakvoort joined the management board; as CFO, he greatly contributes to management control of the group companies and to a further professionalisation of our entire organisation. Our new brand policy, which we initiated in 2024, is leading to an increasing awareness of our brands. It concerns a division of our products in three target groups: Alumexx Industrial, Alumexx Professional and Alumexx DIY. Our Industrial and Professional products are brought to the market through our extensive dealer network; for our DIY products, we directly target customers, both through our own online platforms and through third party websites. We have developed and added new products to make our DIY product range even more attractive to a wider group of customers. Apart from commercial targets, we wish to contribute to an increasingly sustainable environment, both through our products and our actions. Is it an important part of our corporate policy. At the end of 2024, we announced that we had signed a letter of intent with DeSteigerConcurrent, established in Hardenberg, to acquire its business. Early 2025, the takeover was executed. It forms a strategic extension hub for our online sales, both nationally and internationally. The appointment of KPMG Accountants N.V. as PIE auditor to audit the company’s 2024 annual report had a significant impact on the workload of the finance department. The combination of the further professionalisation and increased workload caused us to strengthen our finance team. Notwithstanding the heavy workload, we expected we would be able to publish the 2024 annual report on the scheduled date of April 30, 2025. However, at the last moment, the impact of audit findings triggered a discussion about the impact thereof on the covenant reporting regarding the secured bank loan with the Rabobank. In addition, we experienced a 4 headwind in market conditions in the first quarter of 2025. These two factors were the main drivers to start intensive consultation with KPMG and Rabobank. Rabobank agreed to issue a waiver for the period Q4, 2024 and Q1, 2025. Subsequently, KPMG could finalise their audit procedures. Euronext Amsterdam granted us an additional period of 30 days for publication of our annual report. As a result, our annual report is published too late, but within the extended time limit of May 30, 2025. It caused us to postpone the convocation of our annual meeting of shareholders until after publication of the annual report. With regard to the business climate in which we operate, we expect the building- and construction related economy to start to grow again in the second half of 2025 and we are ready to act on it. Etten-Leur, May 27, 2025 Jeroen van den Heuvel 5 1. The Alumexx profile 1.1 About Alumexx Alumexx N.V. ("Alumexx, or the “Company") is a Dutch company with its headquarters in Etten-Leur. The Company became listed in 2018, as carve-out from the aluminum ladder and scaffolding company ASC Group (Etten-Leur, 1991), which had a focus on larger corporate customers. Alumexx aimed for the do-it-yourself (DIY) market. After gradual growth, both organically and through smaller acquisitions, including the 2022 acquisition of Lado Klimmaterialen (Rotterdam, since 1960), the Company made two major acquisitions simultaneously on March 31, 2023: it acquired Euroscaffold (Krommenie) and ASC Group, the company from which Alumexx B.V., was carved -out five years earlier. Following the integration of the two aforementioned major acquisitions, Alumexx integrated both sales competitors in the field of aluminum ladders and scaffolding. As a result Alumexx strengthened its position in the Benelux significantly. As of 2024, the Company is divided into three business locations: Alumexx North (Krommenie), Alumexx Mid (Rotterdam) and Alumexx South (Etten-Leur). Alumexx North, with its large production facilities, focuses on mass production of single products and production of high-volume series of comparable products such as scaffolding frames and platforms. Alumexx Mid is dealer mainly of group products, but also of third-party products. Furthermore, Alumexx Mid assembles and installs special custom-made structures and performs inspections and repairs of climbing equipment. Alumexx South, also owner of production facilities, manufactures special products, with focus on both singular units and in (small) series. Alumexx HQ hosts the Company’s Management Board and supporting staff. HQ is among others responsible for drafting and implementing the Company’s policies. The policy function includes development and implementation of the corporate strategy. Other tasks include the group’s adherence to compliance, regulations and developing and maintaining the governance structure. Following the integration of the acquisitions the Alumexx Management Board leads the business as a whole. A significant part of the activities between the locations is interlinked. 1.2 Our market groups Alumexx manufactures, sells and supplies aluminium climbing equipment for the industrial market (Industrial), the professional market (Professional) and the do-it-yourself market (DIY). The Company supplies its products through dealers, own and third-party online platforms and to DIY stores. 6 Industrial Customers belonging to the market group Industrial purchase Alumexx products mainly through dealers. Dealers are simultaneously sales channel and customers of Alumexx (business-to-business). The market group Industrial also includes special custom- made constructions (specials). Professional The market group Professional is the largest market group of Alumexx. It covers mainly self-employed construction workers as well as small and medium-sized construction companies. The customers buy Alumexx products through dealers , the Alumexx web shops and via third party web shops (business-to-business). Do It Yourself (DIY) The market group DIY mainly covers handy(wo)men who buy Alumexx products online, through the web shops of Alumexx or third party web shops (business-to-consumers). Organisation chart 1 1 The 51% participation in DeSteigerConcurrent B.V. was acquired on February 1, 2025 Dealers/Dealers Self-employers/Dealers/ Web shops Do-it-Yourselver/Web shops 7 2. Alumexx shares 2.1 Introduction This section of the report includes the information prescribed by article 1.1 sub a-g and sub i of the Decree on Article 10 of the Takeover Directive. Further information, prescribed by article 1.1 sub h, j and k of this Decree, is included in this annual report under the Corporate Governance section. 2.2 Listing The Company is listed on the Euronext Amsterdam stock exchange (symbol ALX). The ISIN code is NL 0012 194724. The first listing under the Alumexx name was on January 2, 2018. Per December 31, 2024, Coöperatieve Rabobank UA (“Rabobank”) succeeded CACEIS Bank as the Company's listing agent. The Company was moved to trading group JG (penalty bench) on June 6, 2020 due to the absence of an audited opinion since the 2019 financial statements. This led to an intended delisting decision by Euronext Amsterdam in 2023. Euronext Amsterdam halted the delisting process on December 21, 2023, when the Company submitted a signed engagement letter from KPMG Accountants N.V. to the stock exchange’s management board. Alumexx will remain listed in the JG trading group until financial statements with a PIE auditor's opinion thereon are published. 2.3 Capital structure The Company’s authorized share capital amounts to EUR 4,400,000. It comprises 44,000,000 shares, divided in 26,000,000 ordinary shares, 17,999,990 shares A and 10 cumulative preference shares with 6% dividend. All shares are in registered form. Each share has a nominal value of EUR 0.10. 2.4 Issued capital Ordinary shares, shares A and cumulative preference shares have been issued. Ordinary shares are listed, shares A and cumulative preference shares are not listed. A holder of shares A has the right to request the Management Board at any time by registered letter to convert all shares A held into ordinary shares, in the ratio 1:1. Both the ordinary shares, shares A and cumulative preference shares give the right to cast one vote at the Annual General Meeting of Shareholders (the “General Meeting”). No shares were issued in 2024. Certificates of shares are not issued. Movements in issued capital were as follows in the years 2023 and 2024: 01.01.2023 31.12.2023 31.12.2024 Ordinary shares 6,995,515 6,995,515 6,995,515 Shares A 4,150,000 7,850,000 7,850,000 Cumulative preference shares --- 9 9 --------------- --------------- --------------- Total 11,145,515 14,845,524 14,845,524 8 2.5 Substantial holdings and gross short positions Substantial holdings are holdings which exceed 3%. They are listed below as of year-end 2024, in accordance with the representation in the Substantial Holdings Register of the Netherlands Authority for the Financial Markets ("AFM"). The stated percentage is also taken from that register. December 31, 2024 December 31, 2023 Name Percent Ordinary shares Shares A Cum prefs Ordinary shares Shares A Cum prefs M.B.H. Kok 25.16% 3,734,973 3,734,973 - - J. van den Heuvel 24.92% - 3,700,000 6 - 3,700,000 6 P. van der Weide 12.46% - 1,850,000 1 - 1,850,000 1 M. Hakvoort 12.46% - 1,850,000 1 - 1,850,000 1 2.6 Rights and restrictions relating to the shares No special control rights are attached to the Alumexx shares. Each share entitles the holder to cast one vote. There are no restrictions on the exercise of voting rights attached to an ordinary share, a share A or a cumulative preference share. All Alumexx shares are in registered form. Alumexx ordinary shares, registered in the name of Euroclear Nederland, are included in the Statutory Giro System and listed on the Euronext stock exchange in Amsterdam. Euroclear Nederland maintains a register of those entitled to these shares. The voting rights are vested in the beneficiaries. Delivery of these ordinary shares takes place in accordance with the provisions of the Securities Giro Act. Holders of ordinary shares, shares A and cumulative preference shares are entitled to dividends, with preferential dividend rights attached to the latter type. A dividend of 6% of the amount paid on each cumulative preference share (EUR 800,000 was paid on each of the 9 issued shares) is paid annually on the cumulative preferred shares to the extent possible. If in any financial year the financial position is not sufficient to make this distribution, dividend is accrued on the relevant cumulative preference shares and is to be paid in subsequent financial years. The Management Board may also decide, subject to the approval of the Supervisory Board, to distribute an amount equal to the shortfall from the reserves (but not from the share premium reserve formed in respect of the cumulative preference shares). In doing so, the Board takes into account the conditions set in the covenants with financiers. No dividend may be paid if the Senior net debt / EBITDA ratio is or thereby becomes higher than 2.0. This also applies to the dividend on the redeemable cumulative preference shares. Otherwise, the cumulative preference shares are not entitled to any dividends. Up till 2024, Alumexx has not yet formulated a reserve or dividend policy. However, the Company does intend to do so. Alumexx's dividend policy will be based on its strategy and long-term policy. When doing so, Alumexx will carefully consider what portion of the profit is reserved for investment in sustainable growth and what part needs to be reserved for a 9 healthy financing structure. The conditions set in the covenants with financiers should also be taken into account. There is no statutory restriction on transfer of shares. There is a contractual agreement with Lado Beheer B.V. with respect to its 200,000 shares A, providing that this party will not request Alumexx to convert its shares A into ordinary shares for five years, unless the parties subsequently agree otherwise. This agreement took effect on July 1, 2022. A lock-up period of two years was agreed with the seller of Euroscaffold on March 31, 2023; this lock-up applies to the 3,700,000 shares A and 2 cumulative preference shares which the seller acquired and which afterwards were passed-on to the holding companies of the Seller’s two shareholders. 2.7 ASOP (Alumexx stock option plan) In 2024, the Company introduced a stock option plan for its employees. The ASOP was approved by the General Meeting on June 25, 2024. The purpose of the ASOP is to provide selected employees with the opportunity to partially enjoy benefits from the performance, growth and/or profitability of the Company by granting stock options in accordance with the terms of the ASOP. With the 3-year vesting period, the benefit is considered a long term incentive. Because the options rights are subject to vesting – i.e. they do not become unconditional unless 3 years have passed during which the participant must continue to be employed – the actual shares can only be acquired 3 to 5 years later. The ASOP provides for a total potential share pool that is equal to 10% of the share capital in issue per June 25, 2024. The ASOP provides for the opportunity, not obligation, for participants to obtain a total of 10% (with an individual limited per participant depending on the role). The Supervisory Board has the authority to approve any considered granting of option rights by the Management Board. Also, the Supervisory Board will make any determinations regarding the participation by Management Board members in the ASOP. For members of the Management Board, the Supervisory Board shall determine the number of options rights based on shown performance over the period prior to the date the option rights were granted. If in the opinion of the Supervisory Board the Management Board has met its performance goals, the award can be made. Further information on the granting of option rights to the Management Board can be found in the Supervisory Board’s report. 10 2.8 Authority to issue shares The Management Board of the Company had been designated by the General Meeting on June 25, 2024 as the body, authorized to issue shares and grant rights to acquire them, for a period of 18 months, subject to the approval of the Supervisory Board. The authority was granted up to a maximum of 10% of the share capital outstanding on June 25, 2024 for general purposes, as well as for an additional 10% if the issuance takes place in the context of a (i) merger, (ii) acquisition or in the context of (iii) a strategic cooperation. For the same period and the same number of shares, the Management Board is designated to limit or exclude the pre-emptive right, which under the law is vested in shareholders when the Company issues shares or grants rights to acquire them. 2.9 Repurchase of shares On June 25, 2024, the General Meeting authorized the Management Board, for a period of 18 months, to acquire shares in the capital of the Company - with the approval of the Supervisory Board and within the limits of law and the Company’s articles of association, on the stock exchange or otherwise – against payment of a consideration. The price must be set between, on the one hand, the amount equal to the nominal value of the shares and, on the other hand, the amount equal to 110% of the stock market price of the shares on the Euronext Amsterdam stock exchange, according to the agreed definition of stock market price. The maximum number of shares that Alumexx may acquire and hold will not exceed 10% of the number of shares in issue per June 25, 2024. 11 3. The path to sustainable long-term value creation 3.1 Introduction Companies must fulfill their commitment to long-term value creation in a sustainable way. Alumexx endorses this commitment. The European Commission has formulated a directive, the Corporate Sustainability Reporting Directive (CSRD), to move capital flows to finance sustainable and inclusive business operations. The Dutch Corporate Governance Code also directs listed companies to consider the impact of their actions on people and the environment. However, on February 26, 2025, the European Commission published omnibus proposals on sustainability. The Commission acknowledged that the EU needs to foster a favorable business environment to boost competitiveness and unleash growth and needs to ensure that companies are not stifled by excessive regulatory burdens. The proposals provide substantial simplification in the field of sustainability and EU investment programs. As a consequence, about 80% of the targeted companies no longer have to report under the CSRD rules. Alumexx is one of these companies. In this chapter the following subjects are successively discussed: the strategy, Alumexx' creation value model, how Alumexx intends to conduct its sustainability policy and measure the impact of its actions on people and the environment. 3.2 Strategy General Following the acquisitions of Euroscaffold and ASC Group in financial year 2023, Alumexx has become the undisputed number two in the Benelux market. The acquisition enables the Company to bundle knowledge, experience and assets in order to strengthen its price-quality ratio and international growth. It continues to do so by (i) using its greater purchasing power, (ii) increasing the efficiency of its production and distribution chain, and (iii) exploiting a larger product portfolio offering. The ambition is to become one of the largest players in Europe. At the same time, the Company recognizes its social duties as an employer and aims to contribute as much as possible to employee welfare, employee safety and the environment. Majority of the Company’s business sales are currently generated in the markets in the Netherlands, Belgium and Germany. The Company plans to increasingly target other markets in Europe, such as the United Kingdom. Business locations Integration of the business and brand names Alumexx, Euroscaffold and ASC Group is underway. The brands are no longer linked to the former business locations. The business locations are renamed Alumexx North, Alumexx Mid and Alumexx South. Each of these locations has its own scope of operations. 12 Low footprint In order to afford its growth perspective, the Company needs a solid financial base and a robust product portfolio. The Company wishes to pursue this while creating sustainable value for its customers, its environment and for its people. The Company policy aims for a reduction of energy. Energy is saved at its plants by generating energy through solar panels. Production is increasingly shifted to periods when energy is highly available. Furthermore, the Company focuses on waste minimisation, sustainable use of packaging materials and optimal recycling and sorting of its own raw materials, suppliers included. Market position, reliability and low risk Management is convinced that a solid market position is an indicator of the Company’s relevance in the market, both to its customers and compared to other companies. The Company monitors that customers can rely on timely delivery, at the right place, at the right quality and at the lowest total cost, of ordered products. Short delivery times and availability of products strengthen the Company’s market position. The geographical spread of the Company’s distribution centers is also an important pillar in this respect. In addition, Alumexx strives to mitigate transport risks, for example by purchasing semi- finished products closer to home. An efficient supply chain offers opportunities in the field of sustainability contributions. Fair product pricing is a contributing factor of the Company’s market position. Products are made affordable by creating and optimize large volumes. Yet it is not just about supplying customers with the ordered products at the right price and on time. Alumexx extends its services by adding relevant advice, training and instructions to the customer. Expert data analysis increasingly helps to measure the Company’s achievements in this regard. 3.3 Value creation model Alumexx is driven by a results-oriented, entrepreneurial culture. At the same time, it acknowledges that a long-term relationship with customers, employees, suppliers and other stakeholders is essential. The Company operates in a competitive market, driven by low selling prices and high volumes. Alumexx strives to make a difference through innovative, safe, durable and affordable products. The Company pursues the quality of its products, that contribute and secure to a safer and more successful use. 13 14 3.4 Sustainable entrepreneurship Alumexx endorses the assignment to play an active role in sustainable long-term value creation. It strives to contribute to sustainability with its products: by creating value for people, the environment and society, thus in combination with healthy financial results. The Management Board is convinced that business can be done in a way that is both profitable and sustainable. The Company has initiated conversations with its stakeholders, including customers, suppliers, (potential) shareholders and employees to collect information on its business processes, and will use the information as an input to formulate and test its vision on sustainability. The Company’s sustainability policy is based on the following pillars. Sustainable operations Much attention is paid to sustainable processing of the products: from sustainable purchase of materials to waste control in the production and delivery process. Waste control is monitored by proper separation of waste, recycling, reduction of unnecessary wastage and reduction of packaging materials. The Management Board actively strives to minimize the use of plastic as packaging material by replacement with cardboard, although more expensive. The Company solely purchases cardboard from manufacturers with ISO9001 certification. All cardboard packaging has FSC certification. Furthermore, the Company continuously implements adaptations to reduce the use of fossil fuels by using "green power," for example by installing solar panels. The criteria, on which Alumexx largely selects its suppliers and its production partners (including their production facilities), are that these companies must contribute to the reduction of the ecological footprint. For example, Alumexx examines whether these companies support reduction measures on fossil fuels usage by "green energy" replacements, such as solar energy. In order to perform such examination, the Company enters into discussions with its suppliers and collects supporting information, for instance through certificates and reports. In cooperation with its logistics partners, the Company strives to make the delivery process as efficient and sustainable as possible. This includes minimal packaging materials, optimal use of transport space (without wasted space) and taking measures to prevent that products are returned. Products that are returned are re-brought to the market in case repair is possible. The Company only uses wooden pallets, if needed for transport. Various studies by the Packaging and Pallet Industry Association (Emballage- en Palletindustrie Vereniging - EPV) prove that wooden pallets are less harmful to the environment than the plastic variety. Development of sustainable products An important part of the Company’s business operations concerns development of sustainable products. This is an ongoing process aimed at a careful handling of energy supplies, waste prevention and reuse of materials. The Company’s products are solely manufactured from sustainable materials. The main component of the products is aluminium, which falls into this category because of its long service life and high recyclability (95%). 15 Recycling and re-use, cradle-to-cradle Alumexx developed a cradle-to-cradle system in-house, meaning that each relation may hand in its out-of-use aluminium climbing materials at the Company’s premises. To make the products fit for reprocessing, they are disassembled and materials are separated. The metal and plastic materials are sorted and recycled into tradable, clean volumes. The volumes are offered directly to the Company’s raw material suppliers. This whole process further contributes to the recyclability of the Company’s products. Safe and healthy work environment Safety of the Company’s employees is a high priority: safe work clothing and hearing protection are mandatory. The Company sees to a distinct signing and routing in its production facilities and to a hygienic working environment. Training courses (toolboxes) on the subject of new techniques, developments, standards and the environment are frequently organized for the Company’s employees and associates. Safety of products Climbing equipment designed for use at (medium) heights involves a safety risk. The safety of all the Company’s products and systems is a must. Consequently, the Company not only develops climbing equipment, but also related safety products, such as a safety harness, lanyards, rooftop edge protection, a special elevator for solar products, rooftop ridge protection and other systems to safeguard installation and maintenance work. 3.5 Impact on people and environment Under the Corporate Governance Code, the Company has to formulate objectives – as a part of its strategy on sustainable long-term value creation – regarding the impact of the Company’s action on people and environment. Alumexx has formed a team that works on the set up of the measurements under these objectives. 16 4. Developments during the reporting year PERSONAL DETAILS OF THE MANAGEMENT BOARD JEROEN VAN DEN HEUVEL (1974) CEO Nationality: Dutch First appointment: December 28, 2017 Reappointment: June 17, 2022 Term of appointment: until the end of the regular General Meeting in 2026 Other relevant positions: Member Ledenraad Rabobank, member of the NEN committee, director-major shareholder A-Colibus Holding B.V. Shareholdings in the Company: 3.7 million A shares, 6 cumulative preference shares and 90,000 conditional option rights under ASOP HENK L. HAKVOORT (1972) CFO Nationality: Dutch First appointment: June 25, 2024 Term of appointment: until the end of the regular General Meeting in 2028 Other relevant positions: none Shareholdings in the Company: 70,000 conditional option rights under ASOP 4.1 Introduction After the major acquisitions of Euroscaffold and ASC Group on March 31, 2023, integration of these companies was one of the Company’s main task in 2024. The integration concerned a variety of subjects, such as: • Determination of the specialization per business location; • Set up of meetings of the Executive Team; • The set-up of a dashboard, giving access to the corporate management environment, with information on sales, covenants, cash flows and results; • Integration of the workforce and set-up of regular employee meetings; • Set-up of a R&D department for product innovation and product development; • Central purchase of materials and products; • Sales, sales networks and web shops; • Pricing; • Service. • Integration of IT service including related safety measurements Another task for 2024 was completion of the Purchase Price Allocation (“PPA”), meaning the accounting for the business combinations Euroscaffold and ASC Group. The preliminary PPA was included in the 2023 financial statements. During 2024 the PPA has been finalized and based thereon, adjustments have been made to the PPA. The adjustments relate to a reduction of the valuation of Customer Relationships by EUR 2.2 million, increase of Goodwill by EUR 1.6 million and a reduction of the Deferred Tax Liability of EUR 0.6 million. These adjustments were material and were identified after the 17 twelve-month window. As a result, these adjustments have been restated as correction of an error in accordance with IAS 8. Another important achievement was the appointment of PIE auditor KPMG Accountants N.V. Alumexx is required to comply with the financial supervision act (‘Wet op het financiele toezicht’). As part of this act there is a requirement to have the annual accounts audited. The annual accounts of Alumexx lacked an auditor’s report since 2019, which situation arose when the previous PIE auditor of Alumexx surrendered its PIE license. As a consequence, Euronext Amsterdam moved the Alumexx shares to the trading group JG (the penalty bench). In the subsequent years, Alumexx made every effort within its means to find a new PIE auditor. On April 13, 2021, Euronext Amsterdam issued a notice which introduced a two- year limit to a trading group JG listing and potential delisting measures thereafter. Despite several discussions with Euronext Amsterdam and an intensive approach to the various PIE accounting firms, Alumexx had not achieved any concrete results by April 13, 2023. On May 3, 2023, Alumexx was informed that the Euronext Listing Board had decided to delist Alumexx N.V. with effect from November 6, 2023. Because the Company was truly convinced that it was not to blame it made objections to this decision. Meanwhile, by the acquisitions it made per March 31, 2023, Alumexx had reached a business volume appropriate for a stock exchange listing. By a new notice on October 11, 2023, Euronext Amsterdam postponed the delisting date to January 18, 2024. Delisting could be avoided if a JG fund would, ultimately on January 15, 2024, submit an engagement letter to Euronext Amsterdam, signed by a PIE auditor for the audit of 2024 financial statements. Alumexx received confirmation from Euronext Amsterdam that in such case it would waive the lack of all previous missing PIE auditor’s reports. On December 20, 2023, the Company announced that an engagement letter had been signed with KPMG Accountants N.V. for the audit of the 2024 financial statements. As a result, Euronext Amsterdam discontinued the delisting process per December 21, 2023. However, the Company remains listed on Euronext Amsterdam penalty bench until the 2024 financial statements with a PIE auditor's report are published. 4.2 Financial results 4.2.1 Macroeconomic and market developments In the year under review the Company had to operate its business under several challenging developments. In 2024 geopolitical developments, such as the situation in the Ukraine and trade restrictions contributed to further destabilisation of market conditions. In the Netherlands, the inflation remained high. To reduce the possible effects of macroeconomic and geopolitical developments, the Company decided to work with suppliers that are closer to the Netherlands. 2024 started with five months of rainy weather, which negatively affected building and construction activities in the Netherlands. Alumexx , being partly depending on such weather conditions was effected by the order intake and sales, but managed to realise an improvement of its Added Value due to synergy benefits. Due to the aforementioned, the Company’s 2024 results were negatively impacted. This resulted in a lower earn-out payment over 2024 of 50% of contingent consideration. 18 4.2.2 Key figures Alumexx's most important key financial figures are revenue and operating profit before amortization and depreciation (EBITDA). This figure expresses the profitability of the activities carried out and also has a strong correlation with operating cash flow. Sales for the year under review amounted to EUR 39.1 million an increase of EUR 4.5 million compared to 2023. Added value increased from EUR 15.4 million to EUR 20.7 million. Added value expressed in a percentage of revenue increased from 50.7% (excluding value step-up inventory) to 53.0% due to realized synergies due to the acquisitions in 2023. The increase was mainly the result of purchasing power for raw materials and finished goods, more efficient allocation of production capacity and less competition between the acquirees. EBITDA for the year under review amounted to EUR 5.8 million, compared to EUR 4.6 million for 2023. The increase of EBITDA is in line with the increase of sales. The increase of the added value percentage was not materialised in EBITDA mainly as a result of investment in the quality of the workforce and the cost of audit of financial statements. In 2024, Alumexx realised a net profit of EUR 0.6 million, compared to a net profit of EUR 0.2 million in 2023. The result for 2023 was impacted by a one-time fair value adjustment of inventories as a result of the Purchase Price Allocation, amounting to EUR 1.6 million after tax (EUR 2.2 million before tax). In the coming years, net income will be affected by amortization on brand rights and customer bases. The amortization periods for these assets are 5 to 10 years. In addition, interest expense on financing associated with the acquisitions will continue to impact net income in the future. The board of directors seeks to maintain a balance between sound returns and solid capital position. The Group’s target is to achieve a solvency percentage above 10%. In 2024 solvency amounted to 13% (2023: 10%). In this solvency calculation the amount due to 0 5.000 10.000 15.000 20.000 25.000 30.000 35.000 40.000 2020 2021 2022 2023 2024 Turnover (x €1,000) Omzet 19 cumulative redeemable preference shareholders is excluded. Solvency including the cumulative redeemable preference shares amounts to 35% (2023: 29%). The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables as main indicators for short term liquidity. As per 31 December the working capital balance amounted to negative EUR 1.1 million (2023: EUR 0.4 million). Although working capital decreased, the cash and cash equivalents increased by EUR 0.2 million. To cover liquidity risk, the Group maintains a EUR 2 million overdraft facility that is attached to the secured bank loan agreement. 4.2.3 Loans and credit facilities For the purpose of the acquisitions of Euroscaffold and ASC Group, the Company per March 31, 2023, entered into several financial facilities with Rabobank, in the aggregate amount of EUR 16,600,000. The financial covenants relate to Senior net debt / EBITDA ratio, Debt Service Coverage ratio, EBITDA Cover test ratio and Revenue Cover test ratio. As per 31 December 2024 there was no breach of covenants. The available headroom with regard to the covenants was limited. The financial statements of the Company have been prepared on the basis of the going concern assumption taking into consideration the following: In connection with the acquisition of Euroscaffold and ASC Group in March 2023 Alumexx NV concluded a secured bank loan with Rabobank for a total amount of EUR 14,600,000. The total loan consists of the following facilities: • Loan of EUR 11,250,000 until 31 March 2028, with repayments in 18 instalments of EUR 625. As per balance sheet date 6 instalments have been repaid in accordance with the secured bank loan agreement. • Loan of EUR 3,350,000 until 31 March 2028 with a lumpsum payment at that date. In addition, Alumexx concluded an overdraft facility amounting to EUR 2,000,000 of which current EUR 40,000 was in use at balance sheet date. For this secured bank loan and overdraft facility, the following covenants have been agreed: • Senior net debt / EBITDA ratio • Debt Service Coverage ratio As per 31 December 2024 there was no breach of covenants. During the first quarter 2025 the Company was not able to meet the covenants due to head wind with respect to sales and higher operating expenses compared to expectations. As a result, EBITDA in the first quarter of 2025 was lower than forecasted. For the first quarter 2025 the Company received a waiver of the Rabobank. In the first quarter 2025, the Company did repay the instalment of EUR 625 in accordance with the secured bank loan agreement. As the covenants are tested twelve months rolling forward, lower than expected EBITDA at any quarter will have an impact on the subsequent 3 quarters. Consequently, there is a risk that the Company has no longer the right to defer repayment of the secured bank loan for more than 12 months. 20 The Company reviewed the budget until the second quarter of 2026 based on its current business and strategy. To remain flexible in order to mitigate unforeseen circumstances that may impact the profitability and liquidity of the Company, there are several solutions which the Company can execute. Cost levels can be reduced because of the flexible workforces. Furthermore, working capital can be improved by reducing inventory levels. Although the Company can execute mitigating solutions, there remains a risk that covenants will not be met following the results of the first quarter 2025. Consequently, Alumexx depends on the willingness of the Rabobank for not requiring immediate repayment of the secured bank loan and continuing the overdraft facility to avoid a liquidity shortage. These conditions indicates the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. In addition to the waiver obtained for the first quarter 2025, the Rabobank committed to start negotiations regarding adjustments to the covenants for the second quarter for 2025 and further. Furthermore, the Company’s ability to continue as a going concern is contingent upon its ability to execute the successful roll out of its business strategy and to remain flexible in order to mitigate unforeseen circumstances that will impact the profitability of the Company. Based on the current situation and forecast and the measures outlined above, Alumexx expects to be able to meet the payment obligations under this secured bank loan agreement for at least the next 12 months. Additionally, based on the current discussions with the Rabobank Alumexx expects obtaining cooperation from the bank to continue the provided secured bank loan and overdraft facility. Therefore, the accounting policies used in the financial statements are based on the expectation that The Company will be able to continue as a going concern. Further information on the details of the loans and the covenants can be found in note 16 and 17 of the consolidated financial statements. 4.3 Management and personnel 4.3.1 Management Board and other senior management The Management Board of Alumexx N.V. was extended with Mr. H.L. (Henk) Hakvoort as CFO. He was appointed by the annual general meeting of shareholders (“AGM”) per July 1, 2024. For daily management of the operating companies of the Alumexx group, a team of managers (“Management Team”) was established. The Management Team operates under the supervision of the Management Board. Members of the Management Team are Mr. Jeroen van den Heuvel, Mr. Marco Hakvoort and Mr. Frank van der Weide, all statutory directors of Alumexx B.V. The last two were managers of Euroscaffold. Alumexx B.V. has concluded five-year management agreements with both of them. Other members of the Management Team are Mr. Henk Hakvoort, CFO, Mrs. Elles Prins, Operating Director for Alumexx North and Mr. Remco van der Does, Operating Director for Alumexx Mid and Alumexx South, (see section 4.4.1 business location) The Management Team meets monthly. In these meetings, sales, costs, the operational course of business and ongoing projects are discussed. The Management Team also executes the rollout of the Company’s strategy. For the statutory board members of Alumexx B.V., management regulations have been drawn up. 21 4.3.2 Staffing and other personnel The Management Board and the Executive Team are supported by staff departments and operational personnel. The staff departments include Finance, R&D, Human Resources, IT and marketing. The operational personnel work at the departments of Sales, Purchase, Production, Logistics and Operations. In 2024, the number of FTEs, employed by the Alumexx Group, grew from 65 to 70. Alumexx organises meetings with its personnel twice a year. In 2024, the meetings were held in April and in November. The meetings are announced in the monthly newsletters and e- mail invitations. Employees have the opportunity to put certain topics on the agenda or propose them for discussion. Efforts are underway to establish a unified corporate culture with shared values, considering that Alumexx, Euroscaffold and ASC Group were once strong competitors. Measures have been taken (‘soft controls’) to influence the culture and behavior of employees to contribute to the integration. Departments meet on a regular basis to discuss the progress of integration and developments in the market. Furthermore on an annual basis all employees are invited to a site visit. In January 2024 the visit was in Etten-Leur. In January 2025 the site visit was held in Krommenie. Alumexx wishes to distinguish itself as an attractive employer. One of the measures, taken to stimulate employee’s motivation, was the institution of the ASOP (see sections 2.7 and 4.3.3.). By extending production and quality control processes in the Netherlands, instead of outsourcing these to low wage countries, Alumexx expects to contribute to employment in the Netherlands. The majority of Alumexx employees are members of the Metaal en Techniek pension fund. The Collective Labor Agreement (CAO) Metaal en Techniek applies to the Alumexx group. A new collective agreement was concluded in 2024 which runs from April 1 st 2024 until February 1 st 2026. It provides a salary raise of 13% in instalments: the first raise of 7% was effected per July 1 st 2024, a second was effected per March 1 st 2025 and a third raise will effect in October 2025. 4.3.3 ASOP (Alumexx Stock Option Plan) The ASOP is set up in order to provide an incentive to certain eligible participants (as defined in the ASOP). Eligible participants are such persons designated by the Management Board, subject to the prior approval of the Supervisory Board, who make a significant and extraordinary contribution to the performance growth and/or profitability of the Company. The purpose of the ASOP is to provide them with the opportunity to partially enjoy that performance, growth and/or profitability of the Company by granting stock options in accordance with the terms of the ASOP. Under the ASOP, 190,000 unconditional option rights were granted to personnel and employees with managerial authority per October 1 st , 2024. These rights can be exercised after three years at the earliest. 22 Furthermore, 230,000 conditional option rights were granted to members of the Management Board and to employees with managerial authority; these option rights are made conditional upon the achievement of certain targets. The targets are set by the Supervisory Board, at the latest in the month of December for the upcoming year. The Supervisory Board has decided on the targets for the CEO and CFO for the years 2024 and 2025. Conditional option rights may become unconditional or may lapse. The conditional option rights can be exercised after three years at the earliest. 4.4 Business operations 4.4.1 Business locations As of 2024, the Company is divided into three business locations: Alumexx North (at Krommenie), Alumexx Mid (at Rotterdam) and Alumexx South (at Etten-Leur). Alumexx North Alumexx North has large production facilities of more than 10,000 m2, situated at the industrial site “Noordervaartdijk” at Krommenie. It focuses on mass production of single products and production of high-volume series of almost similar products. Mass production is achieved through automated production lines. At the plant, not only aluminium, but also steel is processed into climbing materials. Strict quality controls are performed throughout the manufacturing process. Products are mainly sold through online sales channels. It was intended to expand the production facilities at the industrial site by 4,000 m2 to meet growing demand. However, the Company had to announce in October 2024 that the expansion plans were cancelled, because of interfering development plans of the local government which could have an impact on the rental agreements of Alumexx North. The property at the industrial site is rented by Alumexx North. Currently, the Company rents property at several locations at Noordervaartdijk. In the upcoming years, the Company will try to find one new production location for all of its production facilities. This will reduce unnecessary transportation and have a positive impact on efficiencies. For the time being, the Company expects to stay at Noordervaartdijk. The location offers sufficient production and energy capacity facilities for the medium term, also in case of expansion. Alumexx Mid Alumexx Mid is situated at Rotterdam. It is the business location of Lado Klimmaterialen B.V., which company was acquired in 2022. Alumexx Mid is specialised in the sale and installation of aluminium products to industrial customers, the petrochemical industry and other companies in the Rotterdam port area. These products are mainly custom-made structures, so-called special products. Management determined to concentrate inspection and repair work of climbing equipment in Rotterdam, taken into account the best specialisation opportunities and its central location. The Aboma-Amtek certification, required for this purpose, was obtained early 2024. 23 Sales of special products will be further expanded, such as products that safeguard the performance of work at height (cage ladders for escape routes, roof edge protection, etc.). The quality checks that Alumexx Mid performs are to a large extent group products and to a smaller extent third-party products. By the extensive quality control of its products and processes, Alumexx expects to further improve its competitive position and thus its export opportunities. Alumexx South Alumexx South hosts production units that differ from Alumexx North. At the South location, special products are produced, both in singular units and in (small) series. It mainly involves final assembly of semi-finished products. It is important for the Company to maintain a second production facility at Alumexx South, also as a possible backup in case production at Alumexx North to secure continuity. Alumexx HQ Alumexx HQ hosts the Company’s Management Board and supporting staff. HQ is among others accountable for drafting and implementing the Company’s policies. The policy function includes development and implementation of the corporate strategy. Other tasks include the group’s adherence to compliance regulations and developing and maintaining the governance structure. 4.4.2 R&D The R&D department resides at Alumexx North. Here, product research and development is performed by an engineering team, that consists of experienced engineers, technicians, designers, draftsmen and constructors. The R&D team works closely with Alumexx Mid when orders for special products are taken in. The guideline for the R&D team is to design and develop products, that last long and can be used repeatedly also including all relevant rules of safety and regulations. Also, the products need to attribute to a reduction of the footprint on the environment. 4.4.3 Geographic markets The Company brings its products to the market through distribution partners, dealers, agents and direct sales channels. The geographic supply markets include: • Netherlands • Germany • Belgium • Other EU • Non-EU Markets in the Netherlands, Belgium and Germany are considered home markets. A dealership in the United Kingdom was started in 2024. 4.4.4 Market groups and sales channels The Company sells its aluminium climbing equipment through four channels: its own online platforms, external online platforms, dealers and DIY stores. The buyers are mainly located 24 in Western Europe. Alumexx has three market groups: the industrial market (Industrial), the professional market (Professional) and the Do it Yourself (DIY) market. Market Groups Industrial Industrial is Alumexx' second largest market group by revenue size. Products included in this market group are high-end rolling scaffolds, heavy duty stairs and custom-made constructions. The industrial products are sold primarily through the dealer network. Dealers are simultaneously sales channel and customers of Alumexx (business-to-business). Professional This market group covers construction companies and tool shops (self-employed persons as well as small and medium-sized companies). It is the largest market group. The product range for this group varies from a small professional stepladder to 16-meter scaffolding towers. Professionals buy the Alumexx products through dealers and web shops, both via the Alumexx web shops and via external web shops (business-to-business). DIY The market group DIY mainly covers home handymen who buy Alumexx products online, either through the web shops of Alumexx or through external web shops (business-to- consumers). The mainly bought products are household ladders and smaller-sized scaffolding. Sales channels Alumexx uses several channels to sell its products. The sales channels are in order of size: Distributors and dealers (89% of sales revenue) Alumexx works with a network of distributors and dealers in different regions. These distributors and dealers sell products directly to end users, such as construction companies, contractors and industrial companies. Distributors and dealers often offer local support, service and expertise to customers. This is the largest sales channel. Alumexx, through its subsidiary Connecting, Constructie- en Technische Handelsonderneming B.V., has entered into two-year distribution agreements for website sales through steigerdeals.nl, steigercentrum.nl and panthera.nl, effective March 31, 2023. These are sales to distributors and dealers. Own online (web) stores (8% of sales revenue) Alumexx' online platform consists of the following in-house web shops: Alumexx.nl, Ascgroup.nl, Euroscaffold.com, Steigerverkoop.nl, Rolsteiger.net, Rolsteiger-kopen.be. and Lado.nl. Customers can find information on products and specifications through the Company’s own web shops (as well as through external platforms). Supporting staff is available to answer any questions and/or render support. External online (web) stores (3% of sales revenue) Alumexx selects external platforms by their customer reach, which needs to be large. However, big platforms tend to have significant commission costs. The challenge is to pass on these commission costs in sales prices. The main external platforms the Company uses are Amazon, Bol.com (Netherlands and Belgium), Coolblue, FonQ, Toolstation and Ebay. 25 For some years now, Alumexx is in the process of building a market in the USA. The Company does not yet wish to sell its products directly in the USA, but through distributors. Alumexx is already anticipating possible Trump administration import duties and will prepare itself to minimise the impact in such case. 4.5 Developments in 2025 and outlook Following the signing of a letter of intent with DeSteigerConcurrent V.O.F. (a two person partnership) per December 9th, 2024, acquisition documents were signed per February 1, 2025. The newly founded company DeSteigerConcurrent B.V. (“DSC”) acquired the assets and liabilities from DeSteigerConcurrent V.O.F. Alumexx N.V. holds 51% of the shares in DSC, and the partners (Mr. D. Langenberg and Mr. J.M. van der Noordaa) each hold 24.5% of the shares through their own personal holding companies. The acquisition was made because the clientele and the geographical position offer an interesting expansion of the Company’s business. Both Mr. Langenberg and Mr. Van der Noordaa concluded a management agreement with DSC for a term of five years. In order to reduce Alumexx’ production dependance on energy suppliers, the Management Board has decided to have a major battery pack installation to be installed at the Alumexx South location. It is meant to be a test setup for the whole company, and may lead to more battery pack installations. With reference to the going concern paragraph 4.2.3 the course of business is not expected to change significantly in 2025. In the first half of 2025 it is expected that business will remain at the same level of 2024 because there is still delay in issue of building permits in the Netherlands. In the second half of 2025, the Company expects that the building- and construction related economy in The Netherlands will start to grow again. Given the conditions in the finance agreement with Rabobank, the focus will be on repaying the secured bank loans. As the conditions in the finance agreement with Rabobank provide limited room for new investments, growth will be mainly autonomic. Research and development activities mainly focus on enhancing the existing products by making these products more user friendly. Etten-Leur, May 27, 2025 Management Board Jeroen van den Heuvel, CEO Henk L. Hakvoort, CFO 26 5. Corporate Governance A. Outline corporate governance structure of Alumexx 5.1 Introduction Alumexx N.V. is a public limited liability company incorporated under Dutch law. The Company has a two-tier management structure with a Management Board and a Supervisory Board. This means, among other things, that the Management Board executes management and that the Supervisory Board supervises the Management Board as an independent body. The Company sees it as its guiding principle to operate as a long-term partnership of the various stakeholders involved and to create long-term value by achieving sustainable goals combined with solid financial results. The interests of these stakeholders need to be well- balanced, in conformity with requirements under Dutch law and the Dutch Corporate Governance Code of December 20, 2022 (the "Code"). In its operations, the Company focuses on good entrepreneurship, integrity, reliability and customer orientation, as well as on proper supervision hereof. 5.2 Shares and anti-takeover measures All shares in the Company are in registered form. The ordinary shares in Alumexx, registered in the name of Euroclear Nederland, are recorded in the book-entry system and are listed on the stock exchange of Euronext in Amsterdam. Euroclear Nederland maintains a register of those entitled to these shares. Voting rights are vested in the beneficiaries. Delivery of these ordinary shares takes place in accordance with the provisions of the Act on securities transactions by giro (Wet giraal effectenverkeer). The Company also has unlisted A shares and unlisted cumulative preference shares. The Company supports “the one share – one vote” principle; it has no anti-takeover or control structures. 5.3 Management Composition, appointment and dismissal The Management Board consists of one or more members. The number of members is determined by the Supervisory Board; the Board appoints one of the Board members as chairman. In the year under review, the Management Board of Alumexx N.V. was extended from one to two members. The existing member was elected chairman and CEO and the new member was appointed CFO . A Management Board member is appointed by the General Meeting from a nomination drawn up by the Supervisory Board. The General Meeting may appoint a Management Board member if the nomination by the Supervisory Board is not timely made. Management Board members are appointed each time for a maximum term of four years. The General Meeting may suspend or dismiss Management Board members at any time. In case the decision of the General Meeting to suspend or dismiss a Management Board member deviates from the proposal of the Supervisory Board, it must be made by a majority 27 of at least two-thirds of the votes cast, representing more than 50% of the issued share capital. A Management Board member may also be suspended by the Supervisory Board at any time. Assignment and remuneration The Management Board’s assignment is to manage the Company, to develop a vision for sustainable long-term value creation and to formulate an appropriate strategy to get there. In doing so, the Management Board is supported by the Management Team. The Management Board keeps the Supervisory Board informed of the latest state of affairs, consults with the Supervisory Board on all important matters and submits major management decisions to the Supervisory Board and/or the General Meeting for approval. Further rules concerning the manner of meeting, decision-making and working methods are laid down in the Company's Articles of Association and the Regulations of the Management Board. Both specify, among other things, which decisions of the Management Board require the prior approval of the Supervisory Board and/or the General Meeting. The Articles of Association and the Regulations of the Management Board are published on the Alumexx website. The remuneration of each Management Board member and further terms of appointment are determined by the Supervisory Board, within the remuneration policy as adopted by the General Meeting. 5.4 Supervisory Board Composition, appointment and dismissal The Company has a Supervisory Board. Only natural persons can be member of the Supervisory Board. The Supervisory Board consists of one or more members. Its number is determined by the Board itself. In 2024, the Supervisory Board was extended from two to three members. The Supervisory Board has adopted a profile for its size and composition, taking into account the nature and activities of the Company, the desired expertise, composition and size of the Supervisory Board, as well as the desired diversity and independence of the Supervisory Board members. This profile can be found on the Alumexx website. The Board complies with the act on “In-growth quota and targets” (wet Ingroeiquotum en streefcijfers). This act is discussed in more detail under section 5.5. Supervisory Board members are appointed by the General Meeting for a term of up to four years. The Supervisory Board itself nominates a candidate for an appointment, when doing so it takes its profile into consideration. The General Meeting may appoint a Supervisory Board member if the nomination by the Supervisory Board is not timely made. A Supervisory Board member may be reappointed once for a period of four years, and thereafter for another term of two years; this term may be extended one last time for at maximum two years. Reappointment after a period of eight years shall be substantiated in the report of the Supervisory Board. The General Meeting may suspend or dismiss Supervisory Board members at any time. In case the decision of the General Meeting to suspend or dismiss a Supervisory Board member deviates from the proposal of the Supervisory Board,, the decision must be made by a majority of at least two-thirds of the votes cast, representing more than 50% of the issued share capital. 28 Assignment and remuneration The assignment of the Supervisory Board is to supervise the Management Board policy and the state of affairs of the Company and its affiliates. The Board’s role is to advise and assist the Management Board. When fulfilling this role, the Board weighs the relevant interests of the Company's stakeholders. In doing so, the Supervisory Board also considers relevant social aspects of doing business and of sustainable long-term value creation. Further rules on the manner of meeting and decision-making are set out in the Company's Articles of Association and the Regulations of the Supervisory Board of Alumexx N.V. Both are posted on the Alumexx website. Committees are formed when the Supervisory Board consists of four or more members. Since the Board has three members, no committees are formed. The remuneration of the Supervisory Board is determined by the General Meeting. The remuneration has to be appropriate and should encourage adequate performance of the supervisory function. No variable remuneration is granted to Supervisory Board members. 5.5 Diversity policy with respect to the composition of Management Board and Supervisory Board Under the Management and Supervision Act (wet Bestuur en Toezicht), there is a best- efforts obligation to ensure that large companies target a composition percentage for their management board of at least 30% women and at least 30% men, insofar as these seats are occupied by natural persons. Since Alumexx does not qualify as large company, this best effort obligation is not applicable. The two Management Board members are both male. As of January 1, 2022, the act on “In-growth quota and targets” (wet Ingroeiquotum en streefcijfers) came into effect. This act aims to promote a more balanced ratio of men and women on management and supervisory boards. The act provides for a statutory in-growth quota for supervisory boards of listed companies listed in the Netherlands to promote gender diversity. For supervisory boards, the act was incorporated in article 2: 142b of the Dutch Civil Code. It states that as long as at least one-third of the members of a supervisory board are not men and at least one-third of members are not women, the appointment of a person, which does not contribute to a more balanced ratio of men and women on the supervisory board, shall not take place. A composition target percentage is not required. In 2024, the Company’s Supervisory Board was extended by a woman and now consists of two male and one female member. Hence, the extended Supervisory Board of Alumexx is composed in conformity with the act. The in-growth targets for a more balanced composition of management boards only apply to large public limited and large private limited companies. These companies need to report annually to the SER according to a fixed format. However this is not yet applicable to Alumexx. In 2024, Alumexx has introduced a D&I policy for the group, concerning the composition of the Management Board, Supervisory Board, sub-top management and the other employees. The policy for the composition of the Management Board and Supervisory Board was set by the Supervisory Board. The policy for the composition of sub-top management and other employees was set by the Management Board, with the approval of the Supervisory Board. 29 The Supervisory Board is composed in accordance with the act on “In-growth quota and targets” as reflected in the D&I policy. With regard to the Management Board, the policy acknowledges that diversity of its composition may not be achieved in the upcoming years. The current number of two Board members fits the size of the Company. The term for the male members expires respectively mid-2026 and mid-2028, so vacancies are not expected on short notice. A composition target percentage has not yet been set for sub-top management nor for other employees. However, for sub-top management, the Company has set the minimum quota for women at 20% and for men at 50%. Both quotas are met. For other employees the Company uses the following principles as its starting point with regard to hiring-, selection-, move on- and promotion processes: - Quality and surplus value outweigh gender; - In case of equal quality and surplus value, preference will be given to a female candidate; - Decisions are based on relevant and objective criteria, without discrimination. The Alumexx’ workplace hosts a substantial diversity of nationalities and a substantial percentage of female employees. 5.6 General Meeting The annual General Meeting is held annually within six months of the end of the financial year. Extraordinary General Meetings may be convened, if necessary, by the Supervisory Board or the Management Board, or by one or more shareholders who jointly represent at least 10% of the issued share capital. The agenda for the General Meeting includes all items provided for in the Articles of Association. In addition, subjects may be added by the Supervisory Board, the Management Board, or shareholders who together represent at least 3% of the issued capital. In addition to the authorities mentioned in section 5.3 and 5.4, the General Meeting has the following important authorities: - adoption of the financial statements; - result appropriation/determination of dividend; - discharge of (the members of) the Management Board and the Supervisory Board; - adoption, at least every four years, of the remuneration policy for the Management Board by ¾ majority; - approval of decisions of the Management Board regarding a significant change in the identity or character of the Company; - decisions to amend the Articles of Association or to dissolve the Company, provided this is at the proposal of the Management Board with the approval of the Supervisory Board; - appointment of the Company's external auditor; and - decision-making on any other proposals by the Supervisory Board or the Management Board, such as on the designation of a body authorized to issue shares and on the authorization of the Management Board to have the company acquire its own shares or depositary receipts for such shares. The Management Board - or, where appropriate, the Supervisory Board - informs all shareholders and other parties in the financial market equally and simultaneously about 30 matters that may affect the share price. If price-sensitive information is provided during a General Meeting, this information is made public without delay. B. Compliance with the Code The Code is about the governance of listed companies: governance in relation to management, to responsibility and control, to supervision and accountability. The Code contains principles and best practice provisions that regulate the relationship between the Management Board, the Supervisory Board and the General Meeting. The principles and best practice provisions focus on fulfillment of responsibilities in relation to sustainable long-term value creation, risk management, effective management and supervision, remuneration and the relationship with the General Meeting and stakeholders. Compliance with the Code is based on the "comply or explain" principle. Alumexx complies with the Code to the best of its ability. The Company was a small business prior to the acquisitions dated March 31, 2023, so certain systems and functions, such as an internal audit function, were almost naturally not in place. Until the end of 2023, the Company failed to contract a PIE auditor, making it automatically impossible to comply with the provisions relating to dealing with an external auditor. On December 20, 2023, an assignment letter was signed by a PIE auditor, for the audit of the 2024 financial statements. According to Best Practice Provision 1.1.4, a board should report on its vision for sustainable long-term value creation and on the strategy to achieve it. Alumexx does so in chapter 3 (The path to sustainable long-term value creation). According to the second sentence of this provision, a report must also be made on the objectives formulated in this regard, what effects have been of the company's products, services and activities on people and the environment, how the interests of stakeholders have been taken into account in this regard, what actions have been taken in this context and the extent to which the objectives set have been achieved. Alumexx reports about this in Section 3.5 of this annual report. In 2024, the Company has updated almost all of its policies and regulations, i.e.: • rules of procedure of the Management Board. • rules of procedure of the Supervisory Board. • insider trading rules. • code of conduct. • Alumexx policy on bilateral contacts with shareholders. • Alumexx stakeholder dialogue policy (new). • D&I policy (new). • memorandum about prescriptions for persons with managerial authority regarding transactions in Alumexx securities. • Alumexx Stock Option Plan (new). C. Corporate Governance Statement The Company needs to prepare a statement about governance, as stated in Article 2a in conjunction with Articles 3 to 3b of the “Decree on additional requirements for the content of the Management Board Report” (Vaststellingsbesluit nadere voorschriften omtrent de inhoud van het bestuursverslag) (the "Decree"). Reference is made below to where the information, to be included in this Corporate Governance Statement, can be found. By this reference, the information is deemed to be part of the statement and the Management Board Report. 31 • information on compliance with the Code, as required by Article 3 of the Decree, is provided above under B, entitled "Compliance with the Code." • information on the main features of the management and control system related to the group's financial reporting process, as required by Article 3a(a) of the Decree, is provided in Chapter 4 (Developments during the reporting year) and in Chapter 6 (Risk management). • Information on the functioning of the shareholders' meeting and its main powers and the rights of shareholders and how they can be exercised, as required by Article 3a(b) of the Decree, is provided in Section 5.6, entitled "General Meeting." • information on the composition and functioning of the Management Board, as required by Article 3a(c) of the Decree, is provided in Chapter 4 under "Personal Details" and in Section 5.3. • information on the composition and functioning of the Supervisory Board, as required by Article 3a sub c of the Decree, is provided in Chapter 8 "Report of the Supervisory Board" and in Section 5.4. • information on the diversity policy regarding the composition of the Management and Supervisory Boards, as required by Article 3a(d) of the Decree, is provided in Section 5.5. • information regarding the inclusion of information as required by the Article 10 takeover directive Decree (Overnamerichtlijn), as required by Article 3b of the Decree, can be found below under D. D. Article 10 takeover directive Decree The required information according to Article 1, paragraph 1 of the Article 10 takeover directive Decree can be found in the following sections: • Art 1.1 sub a up to and including g and sub i: in Chapter 2 "Alumexx shares"; • Art 1.1 sub h: "regulations on appointment and dismissal of members of the management board and supervisory board": see above under Sections 5.3 and 5.4; • Article 1.1 sub j: "major agreements, to which the company is a party and which come into existence, are amended or dissolved under the condition of a change of control of the company after a public offer within the meaning of Article 5:70 or Article 5:74 of the Financial supervision Act (Wet op het financieel toezicht) has been made, as well as the consequences of those agreements, unless the agreements or consequences are of such a nature that the company will be seriously harmed by the communication." Currently, the Company has not entered into any agreements, which include a change of control clause, and the Company has no intention to enter into such agreements. • Article 1.1(k): "any agreement of the company with a manager or employee that provides for a payment upon termination of employment as a result of a public offer within the meaning of Article 5:70 or Article 5:74 of the Financial supervision Act." 32 There is no provisions in the agreements with the members of the Management Board, whereby a benefit is granted in the event of termination of the assignment following a public bid. Etten-Leur, May 27, 2025 Jeroen van den Heuvel, CEO Henk L. Hakvoort, CFO 6. Risk Management 6.1 Introduction Doing business comes with taking risks. That is why it’s essential for Alumexx to identify risks and apply management of risks when developing its strategy and conducting its operational and financial management. Alumexx is willing to take some risks when doing business, within the limits as identified by the Management Board under supervision of the Supervisory Board. These limits are drawn to prevent that individual actions will lead to disproportional risks for the Company. The Alumexx risk management is designed to have reasonable certainty that its business is conducted within the boundaries of its control systems. Alumexx more than tripled its business activities in 2023. Consequently, it needed to expand its risk management in 2024 with new reporting systems and extended estimations per business process of what the impact of various risks may be. In the process, sustainability risks were further integrated into risk management processes and business operations. In 2024 the Company formed a project team to prepare reporting under the ESG / CSRD rules. In the process, several relevant risk topics were identified as important to the Group. Based on the European Commission’s omnibus proposals on sustainability, Alumexx does no longer have to report under the CSRD rules. Nevertheless, Alumexx will incorporate relevant sustainability topics in its risk management systems. The Management Board has ultimate responsibility for the design, establishment and supervision of risk management within Alumexx. 6.2 Risk appetite Alumexx seeks a balance between acceptable risk on the one hand and entrepreneurship and long-term value creation on the other. Alumexx' willingness to take risks is shown below per risk category. Category Risk appetite Strategic risks: high / average Operational risks: medium Financial risks: low Compliance risks: low / zero tolerance 33 6.3 Risk management and control systems Alumexx’ policy is aimed at maintaining a strong financial position, so that the Company continues to be a reliable partner for customers, suppliers, shareholders and employees and new business activities can be developed. This means sufficient availability of cash flow, a disciplined long-term investment policy and strict monitoring of costs and working capital. The control system is designed to identify enterprise risks and manage these by internal control systems. • Identify and manage production related risks. • Identify and manage risks related to safety. • Identify and manage risks related to procurement contracts. • Identify and manage risks related to security of supply. • Manage cash and cash-equivalent flows within the Company. • Detect and prevent fraud. • Protect ICT systems and business data for cyber security. On the basis of the Company’s financial objectives, the budget is planned with regard to market activities, product development, level of staff and investments. These are translated into an integrated financial budget. Both the annual plan and the budget are presented annually by the Management Board to the Supervisory Board. The annual plan and the budget form the basis for further progress reporting on a monthly and quarterly basis. Each month, the Management Team discusses a comprehensive financial report on the course of business, whereby compares are made to the budget for the present year and the results of the previous year. The Operational Directors, appointed for the business unit Alumexx North, Alumexx Mid and Alumexx South, report on the ins and outs of operational activities. 6.4 Tax policy Alumexx pursues a responsible and conservative tax policy, within the borders of its value creation model (see also section 3.3). Paying taxes contributes to the creation of a sustainable long-term value for all stakeholders. The Company’s business is driven by operational considerations, not by avoiding tax payments. Alumexx' tax policy is based on the premise that taxes are paid worldwide and are based on the economic value of operations. Alumexx is compliant with relevant tax laws and regulations. Tax compliance is integrated into its risk management. For being compliant, the Management Board seeks assistance from external experts. The Alumexx organisation is structured in such a way, that a large part of the economic value and thus a large part of the total group profit is realized in the Netherlands. The risk appetite tolerance in terms of taxes, and in terms of laws and regulations in general, is zero. Alumexx does not use so-called tax havens as defined by the OECD. It has not concluded agreements with third parties for the purpose of evading or avoiding taxes. 34 6.5 Code of conduct and whistleblower policy To support a culture of integrity and ethical behavior, Alumexx has established a number of rules of conduct in its Code of Conduct. The Code of Conduct describes the principles that underlie the corporate culture of Alumexx. The Code of Conduct describes the standards and values that are used within the Alumexx organisation, the desired behavior that goes with these and outlines the expectations that employees should have of each other and of others. There is also a whistleblower policy for the internal reporting of suspicions of wrongdoing. Below, Alumexx has listed its main risks. 6.6 Strategic risks Cyclical risks Fluctuations in the economic climate (inflation) may lead to a decreasing demand for Alumexx products and thus to a decrease in sales. Declining sales can be absorbed by flexibility in production and by managing and reducing the use of freelancers. Raw materials may become scarcer or more expensive due to cyclical fluctuations. One of the Company’s mitigation measures is smart purchasing. Furthermore, Alumexx aims to construct its supply contracts in such a way that increased costs can be largely offset by higher selling prices. Since the acquisitions of Euroscaffold and ASC Group, Alumexx sales markets have become more diverse which allows a better spread of risk. Furthermore, in view of its larger size, the Company has a stronger position when negotiating purchasing, sales contracts and sub-contracting. Geopolitical risks / trade restrictions The Russian invasion of Ukraine had little impact on Alumexx' commercial activities, but this may change. Trade embargoes targeting Russian aluminium exports will (temporarily) lead to price increases. As indicated above, Alumexx succeeds well in passing on price increases in its selling prices. The customer, however, must still be willing to pay such higher price. Alumexx has anticipated that the conflict in the Middle East may affect shipping of raw materials from Asia: by partially sourcing its raw materials closer to home and by holding higher stocks to secure supply it mitigates (potential) negative effects. The impact and further development on the world economy of the Trump government administration will be closely followed including the possible effects on export and import duties as a result. Increasing conflicts in the world may in general lead to more hesitant consumer spending behavior. The larger size of Alumexx allows for a greater spread of risks, in terms of a larger number of customers as well as the variety of branches in which those customers operate. Energy related risks The energy related risks are twofold: is there sufficient energy available for use, and is the energy affordable? The war in Ukraine affected both energy supply and price. Alumexx is reducing its dependence on external energy purchases, for example by installing its own solar panels. This covers about 20% of the Company’s energy needs. Furthermore, it was recently decided to have a major battery pack installation installed at the Alumexx South location to secure and optimize energy availability. Climate related risks Climate related risks include the risk of global warming and climate changes. Currently, the Company’s risk management system has not identified climate risks that are material to 35 Alumexx. In Chapter 3, the Company explains which measures it has started to reduce the Company’s ecological footprint, which also relate to the climate impact. Furthermore, it is in the process of replacing its fossil fuel generated energy in part by electrical generated energy. Risks related to product offering and development Investments in product range and product development or the choice of brand policy may not result in returns. Such investments are large and have a major effect on financial and human capital over an extended period of time. A right product range in combination with an appropriate pricing policy affects the Company’s competitor position. Alumexx closely monitors the development and potential of its product range. It uses the experience of the R&D department, which has built up extensive knowledge of the different market groups over many years. The product portfolio and performance indicators are carefully monitored. Alumexx serves various market groups and does not depend on single propositions. 6.7 Financial risks Credit risks The credit risk concerns the risk of financial loss if a customer or counterparty to a financial instrument fails to meet the contractual obligations assumed. Credit risks arise in particular in the field of receivables from customers. The book value of the Company’s financial assets represents the maximum credit risk. The Company’s exposure to credit risk is primarily determined by the individual characteristics of individual customers. In addition, management considers the demographics of the customer base, including the risk of default in the industry and country in which the customers operate. There is no significant concentration of credit risk due to the large number of customers. There are no customers who contribute 10% or more to revenue. With the ongoing growth of the business this contribution percentage per customer is expected to further decrease. Liquidity risks / meeting of covenants Liquidity risks concern the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group aims to maintain the level of its cash and cash at an amount to meet the repayment schedule of the secured bank loans in excess of expected cash outflows on the operations. As part of the credit facility the Group must every calendar year demonstrate a 5 day in a row positive bank balance at the bank accounts with the bank which provided the secured bank loan. For 2024 this has been fulfilled. There is no restricted cash within the Group. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables as main indicator for the working capital not considering inventory. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, the Group maintains an EUR 2 million overdraft facility that is attached to the secured bank loan agreement. 36 Interest rate risks For the purpose of the acquisitions of Euroscaffold and ASC Group, the Company has entered into several financial facilities with Rabobank, in the aggregate amount of EUR 16,600,000. They consist of: • an overdraft facility of EUR 2,000,000. • A loan of EUR 11,250,000 (Loan I). • A loan of EUR 3,350,000 (Loan II). Loan I in the amount of EUR11,250,000 has a term of 5 years. Repayment is made quarterly in amounts of EUR 625,000, for the first time with effect from September 30, 2023. Loan I has a short-term portion of EUR 2,500,000. Interest is based on 3-month EURIBOR with a variable surcharge of 3% to 3.75%-point depending on the Senior Net Debt / EBITDA ratio. With respect to this financing, an interest rate SWAP was entered into to fix the cash flow risk relating to the variable cash flows from the variable interest rate. By means of this interest rate swap, the variable 3-month EURIBOR has been fixed at an interest rate of 3.17% until January 1, 2028. The interest rate is therefore fixed at 6.92%. No interest rate swaps were entered into for the other interest-bearing loan and other interest-bearing loans. 6.8 Operational risks Supply chain and transportation risks Circumstances, such as Covid-19 and the conflict between Russia and Ukraine, may result in insufficient or untimely availability of products, or the inability to transport products. Such supply chain disruptions can have a significant impact on cost prices, availability of raw materials and materials. Alumexx continuously monitors the balance between inventories, cost prices and availability of materials on the one hand and its product range on the other hand. To ensure security of supply, Alumexx holds larger inventories when uncertainties raise concerns. Also, Alumexx shifts purchase orders to manufacturers that are closer by and increases in-house production; both have a mitigating effect on transport risk. Insurance has been taken out for container transport, both inbound and outbound. Furthermore, products are increasingly purchased from different parties to reduce the risk in supplier dependency. Meanwhile, the Company has achieved a good mix of stocking parties, the availability of materials and stable prices. Risks of production unit break down A calamity, such as a flood or a business failure, could cause the breakdown of the production unit at Alumexx North or Alumexx South. Alumexx has organised its business in such a way that either unit could take over production from the other unit. It takes into account that the production capacity at Alumexx North is considerably larger than at Alumexx South. The Dutch central government and several local authorities have built a website which identifies the risk of getting flooded, depending on one’s geographical position. Both Etten- Leur and Krommenie are considered low risk areas. Product liability risks 37 Ladders and scaffolding are used to work at height. This involves risks. As manufacturer and supplier, Alumexx has a duty of care. This includes providing instructions for use in the correct language. Alumexx Mid hosts an Aboma-Amtek certified inspection body. It is certified to inspect products according to the standards of the Dutch and - if applicable - European Commodities Act. Alumexx takes care that its products are inspected and meet the applicable standards. Alumexx ensures that its personnel keeps up to date of new techniques and standards, by having them attend frequent training courses. Alumexx North takes care of the TÜV certification process of the relevant products of the Company. Alumexx has taken out product liability insurance, with certain coverage in the U.S. Integration risks Alumexx and Euroscaffold were major competitors of each other for many years. After the acquisition, there is a risk that those involved will continue to feel their own DNA strongly and not integrate well. One of the integration steps is that the locations are no longer brand- related, but relate to the type of customer. Hence, Alumexx North at Krommenie does not only sell Euroscaffold products, but products that best fit a particular order. Operational Managers have been appointed for Alumexx North, Mid and South. The Operational Managers oversees the ins and outs of each location. Risks, related to inability to attract, develop and retain talent Western Europe is struggling with a tight labor market. For Alumexx, this means that it must make an effort to be an attractive employer, in terms of salary, social benefits and career opportunities. Alumexx has therefore expanded its HR department that monitors career prospects and necessary training opportunities for employees. Pensions for all employees accrue in accordance with the Collective Labor Agreement (CAO) Metaal en Techniek. In the year under review, staff meetings were organised where people can make their wishes and ideas known. 6.9 Legal and compliance risks In addition to the legal requirements as set out in paragraph 4.1 the following legal and compliance risks are identified. Cybersecurity risks Because online sales are an important part of the incoming cash flow, Alumexx acknowledges the necessity to work exclusively with secure payment technologies. HTTP with SSL certification is an example hereof. Post-payment facilities (e.g. Klarna) are offered, but only after Alumexx has ensured that the payment provider guarantees payment and pays in advance. The increasing digitalization process ensures that Alumexx uses more software technology as part of its products and services. The risk profile is hereby affected. Among others, this concerns: • Quality of and liability for digital products and services; • Functional operation, maintenance and digital security of the Company’s offers; 38 • Risk of fines and other liabilities for violations under the General Data Protection Regulation (GDPR) if the data contains personal data; • The impact of cyber incidents, such as ransomware attacks on the business operations. Cybersecurity is integrated into the Company’s business operations. The Company uses an SSL certificate that secures the connections through encryption for all mail traffic, every connection to CRM Exact Online and the Alumexx web shops. As a result, confidential data cannot be intercepted or mutated. As a part of its further cybersecurity measures, Alumexx has stored all Office 365 data elsewhere at places with advanced data protection systems capacities. The systems provide enhanced data security, reliable backup and recovery, protection against data loss due to accidental deletion, cyber threats and system failures. By storing its data externally, Alumexx complies with relevant industry standards and safeguards the accessibility of critical information. Furthermore, Alumexx has taken out cybersecurity insurance with good coverage to be resilient to any cyber incidents. Fraud and corruption risks As a good employer, Alumexx must prevent fraud within its organisation and has to monitor that its people do not participate in bribery. Fraud and corruption carry the risk of fines, penalties and/or loss of reputation. Alumexx implements informal checks and balances and uses soft controls, for example by monitoring specific expenditures, by educating employees on this subject and by evaluating suppliers. The Company is transparent about unacceptable behavior (such as leaking confidential information, falsifying documents or soliciting or accepting money or services). The Company’s Whistleblower Policy and a Code of Conduct help monitoring compliance with the anti-bribery and anti-corruption policy. 6.10 Reporting risks Accounting, planning and control risks The Management Board submits monthly and quarterly reports to the Supervisory Board, and if necessary on an ad hoc basis; these include development of relevant markets, the Company’s financial performance in relation to the budget and the operational progress of projects. 39 Statement of the Management Board In line with best practice provision 1.4.3 of the Code, the Management Board states to the best of its knowledge, that: 1. the Management Board’s Report as included in this report offers an adequate level of insight into the shortcomings in the operation of Alumexx’ internal risk management and control systems; 2. the aforementioned systems provide reasonable assurance that Alumexx’ financial reporting is free from material misstatements. 3. the report reflects the status of Alumexx’ current operations and the fact that the financial reporting has been prepared on a going concern basis; 4. the Management Board’s Report contains material risks and uncertainties that are relevant in the formulation of expectations as to Alumexx’ continuity. Despite the internal risk management and control systems, material errors, fraud and unlawful actions can still take place. The systems therefore do not provide absolute assurance that targets will be achieved. They have been developed to obtain reasonable assurance as to the effectiveness of controls implemented to mitigate financial and operational risks related to organisational objectives. In addition, the Management Board states, in compliance with Article 5:25(c) of the Dutch Financial Supervision Act and to the best of its knowledge, that: 1. the financial statements provide a faithful representation of the assets, liabilities, financial position, and profit/loss of the issuing entity and the companies included in the consolidation; and 2. the Management Board’s Report provides a faithful representation of the position of the Company at 31 December 2024 and consolidated businesses and performance during the 2024 financial year and describes the significant risks the Company is facing. Etten-Leur, May 27, 2025 Jeroen van den Heuvel, CEO Henk L. Hakvoort, CFO 40 Team Alumexx N.V., (from left to right); Vanessa van Lier (RvC member), Henk Hakvoort (CFO), Berry den Bezemer (RvC Chairman), Jeroen van den Heuvel (CEO), Philippine Asjes (Legal Specialist), Wessel Peeters (IT manager), Erwin Vrielink (RvC Member) 41 7. Report of the Supervisory Board 7.1 Message from the Supervisory Board In this section, the Supervisory Board provides a summary of its supervisory activities performed in the financial year 2024. Details of the members of the Supervisory Board BERRY A. DEN BEZEMER (MALE, 1960, DUTCH) Chairman Profession: CEO manufacturing company in recycling industry Relevant additional positions: Chairman of the Board Felix Una B.V.; Supervisory Board member Plastiform B.V.; Chairman of the Advisory Board Dero Groep B.V. First appointment: June 15, 2021 Term of appointment: until the end of the regular General Meeting in 2025 Shareholdings in the Company: none ERWIN VRIELINK (MALE, 1973, DUTCH) Member Profession: Finance Professional Relevant additional positions: chairman of the Supervisory Board of housing association De Eenvoud First appointment: June 21, 2018 Reappointment: June 17, 2022 Term of appointment: until the end of the regular General Meeting in 2026 Shareholdings in the Company: none VANESSA A.I. VAN LIER (FEMALE, 1973, DUTCH) Member Main position: Customer Coordinator large enterprises at the Tax Authorities Relevant additional positions: Members' Council of Rabobank West Brabant Noord First appointment: June 25, 2024 Term of appointment: until the end of the regular General Meeting in 2028 Shareholdings in the Company: none 42 Composition of the Supervisory Board The composition of the Supervisory Board meets the profile published on the Governance webpage of Alumexx. The composition is as such that the members of the Supervisory Board are able to act independently and critically of one another, the Management Board and any particular interests. The rotation schedule of the Supervisory Board is also published on the Governance webpage. Because of the acquisitions of Euroscaffold and ASC Group in 2023, the Supervisory Board decided to have its size increased to a three member Board. Mrs. Vanessa van Lier was appointed as third member at the General Meeting in June 2024. In view of the current size of the Company and the Supervisory Board, the Supervisory Board has not established an audit committee, remuneration committee nor a selection and appointment committee. The Supervisory Board as a whole exercises the tasks of these committees. The composition of the Supervisory Board meets current Dutch gender diversity requirements. The Supervisory Board believes that the current composition forms a good balance between required knowledge, various skills and experience; it enables the Supervisory Board to adequately fulfil its statutory duty of supervising and giving advice to the Management Board. In the Supervisory Board's view, the Supervisory Board is composed according to the requirements of independence, as described in best practice provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code. Composition of the Management Board The Management Board consists of Mr. Jeroen van den Heuvel (CEO) and Mr. Henk Hakvoort (CFO). Mr. Hakvoort was nominated for appointment by the Supervisory Board because the acquisitions in 2023 required an extension of the Management Board. Mr. Hakvoort was appointed CFO by the General Meeting in June 2024. Financial Statements In December 2023, the Management Board and Supervisory Board were pleased to announce that an engagement letter had been signed with KPMG Accountants N.V. (KPMG) for the audit of the financial statements 2024. Although other PIE audit firms did not submit engagement letters to Alumexx, and there was no selection process, KPMG's offer was critically reviewed and attention was paid to the audit scope, the engagement team, the commitment and the audit fee. As stated in the annual report of 2023, Alumexx was not able to receive an offer from one of the PIE auditors to audit the financial statements 2023 (and prior years), despite many efforts of the Management Board and Supervisory Board. KPMG was appointed to audit the financial statements 2024 by the General Meeting in June 2024. KPMG audited the financial statements and issued an unqualified auditor's report including Emphasis of matter due to a material uncertainty related to going concern, which is included in the annual report in section Other Information. As this was the first year audit, the Management Board, the Supervisory Board and KPMG held various meetings to discuss the progress and findings of the audit. The Supervisory Board discussed the auditor’s report with the Management Board and the auditor, covering topics such as the audit of the balance sheet as per 1 January 2024, the purchase price allocations of the Euroscaffold and ASC Group acquisitions, the integrity and the quality of the company's financial reporting, material 43 considerations regarding reporting, and material risks and uncertainties. No further specifics were raised in a subsequent meeting with the auditor, which was not attended by the Management Board. The Supervisory Board is regularly informed about the Company’s operations through meetings and financial reports with explanations from the Management Board. In addition, the Supervisory Board had regularly meetings with the Management Team and other employees to get a good understanding of the progress of the integration of the prior year acquisitions, the mutual cooperation within the operating companies and the developments in the market. Based on the reports and these meetings, the Supervisory Board is confident that the annual report 2024 provides a solid basis for the Supervisory Board's accountability for its supervision of the Management Board’s management of the Company. The Supervisory Board therefore advises the annual General Meeting to adopt the financial statements 2024. Dividend The Supervisory Board agrees with the proposal of the Management Board not to pay a dividend and to add the net result to other reserves. Strategy In financial year 2024, the Supervisory Board paid extensive attention to the Management Board’s execution of the redefined strategy. The acquisitions of Euroscaffold and ASC Group in financial year 2023 enables Alumexx to bundle knowledge, experience and assets in order to strengthen its price-quality ratio and international growth. Majority of the Company’s business sales are currently generated in the markets in the Netherlands, Belgium and Germany. The Company plans to increasingly target other markets in Europe, such as the United Kingdom. A key goal is to achieve synergy benefits resulting from the acquisitions in 2023. This is achieved through cooperation in the organisation based on a set objectives including optimal use of skills, experience and knowledge present within the Company. Efforts are underway to establish a unified corporate culture with shared values. Measures have been taken by the Company to influence the culture and behavior of employees to contribute to the integration. In 2024, the Supervisory Board monitored and observed the execution of the corporate strategy and advised the Management Board on the further execution thereof. The Supervisory Board regularly discussed topics with the Management Board on strategy and long-term value creation. Furthermore, the Supervisory Board held sessions with the Management Board and the Management Team on the progress of the integration of ASC Group and Euroscaffold. Strong leadership is essential to successfully implement the strategy. Therefore, the Supervisory Board endorses the importance of leadership and leadership development, by identifying potentials, facilitating further career development and offering remuneration incentives, such as the ASOP which was introduced in 2024. 44 All in all, the Supervisory Board is confident about the Company's strategic choices and its ability to achieve sustainable growth. The Supervisory Board appreciates the leadership dedication of the Company’s management. Sustainability as part of long-term strategy The Supervisory Board endorses the importance of creating sustainable long-term value in the interest of all of the Company's stakeholders. It supervises the Management Board its assignment to realise this. The Supervisory Board evaluates performances, the progress made and the effectiveness of the Company’s checks and balances system. Where necessary, the Supervisory Board assists the Management Board with advice. In 2024, the Company has formed a team that works on the set up of the measurements of the Company’s footprint on people and environment. Some team meetings were attended by a member of the Supervisory Board. Looking ahead in 2025, the Supervisory Board will continue to monitor further sustainability plans and achievements as a part of the Company's long-term strategy. Diversity and Inclusion (D&I) In 2024, Alumexx has introduced a D&I policy for the group, concerning the composition of the Management Board, Supervisory Board, sub-top management and other employees. The policy for the composition of the Management Board and Supervisory Board was adopted by the Supervisory Board. The policy for the composition of sub-top management and other employees was adopted by the Management Board, with the approval of the Supervisory Board. The Supervisory Board is composed in accordance with the act on “In-growth quota and targets” as reflected in the D&I policy. For more information, please refer to section 5.5. Risk management The Supervisory Board oversees the risk management policy and procedures at Alumexx, with a focus on ensuring a structured approach to prevent that individual actions will lead to disproportional risks for the Company. The Supervisory Board pays specific attention to the fraud risk analysis performed by the Management Board. The analysis is discussed with the Management Board on a yearly basis and key elements in this risk analysis are the misappropriation of assets, reporting fraud and management override of controls. Alumexx made progress in embedding risk awareness and accountability within the operating companies, with increasing involvement from the Management Board. However, discussions highlighted the need to further formalise risk ownership, including assigning clear responsibilities. The Supervisory Board emphasized that making risk management more actionable remains a key priority. In 2024 and prior years, Alumexx did not establish an Internal Audit department. The Supervisory Board reassessed and concluded it is still not needed to establish an Internal Audit department, due to the current limited size and limited complexity of the Company. The alternative measures are incorporated in the continuous access to the accounting and operating systems, the reporting structure and the internal control systems. 45 Meetings and attendance During the year, the Supervisory Board held six regular meetings with the Management Board. In addition, several meetings were held to discuss the annual report 2023, the half- year report 2024, the progress of the audit 2024, the execution of the strategy and the acquisition of DeSteigerConcurrrent. All Supervisory Board members were present at the aforementioned meetings. Some of the regular meetings were prepared by the Supervisory Board members in advance. All members attended the regular meetings in person; the meetings were held digital. Besides its meetings, the Supervisory Board had regular informal contact with the Management Board members. In 2024, the Supervisory Board visited the sites of Alumexx North at Krommenie and Alumexx Mid at Rotterdam to get a better insight of the Company’s operations. The General Meeting was held on 24 June 2024. Evaluation One of the principles of the Dutch Corporate Governance Code is that supervisory boards should evaluate themselves on their own performance. In 2024, the Supervisory Board held a separate meeting in which it evaluated its performance in the year 2023. In the same meeting the performance of the Management Board was evaluated. In the Supervisory Board's view, the Management Board’s performance was strong and effective in 2024. Remuneration policy On 24 June 2024, the General Meeting adopted a revised remuneration policy for both the Management Board and the Supervisory Board. A benchmark was conducted for this remuneration policy and a dialogue was established with various stakeholders. This has resulted in a remuneration policy that complies with all relevant laws and regulations and at the same time suits Alumexx. For the current remuneration of the Management Board and the Supervisory Board, the Supervisory Board refers to the remuneration policy 2024 as published on the Governance webpage of Alumexx. Appreciation 2024 has been a challenging year for Alumexx, in which, apart from the regular business operations, particular management attention was required for integration of ASC Group and Euroscaffold, and for the KPMG audit. These circumstances have demanded much effort from the Alumexx Management Board, the Management Team and all employees. The dedication, commitment and loyalty of all involved have been greatly appreciated by the Supervisory Board. The Board also respects the Company’s shareholders, customers and suppliers for their continuous support of Alumexx. The Supervisory Board is convinced that this commitment and loyalty will help Alumexx seize the opportunities of the future. Etten-Leur, May 27, 2025 Berry den Bezemer, chairman of the Supervisory Board Erwin Vrielink, member of the Supervisory Board Vanessa van Lier, member of the Supervisory Board 46 7.2 Remuneration report This report should be considered a report within the meaning of Article 2:135b of the Dutch Civil Code and principle 3.4 of the Dutch Corporate Governance Code. It explains the implementation of the remuneration policy for the Management Board and Supervisory Board. The structure of this report is as follows: A. Management Board remuneration report for 2024 B. Supervisory Board remuneration report for 2024 C. Advisory vote General Meeting cast on June 25, 2024 A. Management Board remuneration report for 2024 In accordance with the provisions of Article 17(2) of the Articles of Association of Alumexx N.V., the Supervisory Board set the number of members of the Management Board at two in 2024, this in view of the desired expansion of the Management Board with a CFO. At the General Meeting of June 25, 2024, Mr. Henk Hakvoort was appointed as a CFO. The Management Board thus consists of two people: 1) Mr. Jeroen van de Heuvel, chairman of the Management Board and CEO. 2) Mr. Henk Hakvoort, member of the Management Board and CFO. The Management Board's terms of employment, as set out in the remuneration policy of June 19, 2020, was updated in 2024. A revised remuneration policy was adopted by the General Meeting on June 25, 2024. The Management Board members are appointed on the basis of an assignment agreement. The engagement agreement for Mr. Henk Hakvoort is effective from July 1, 2024. The total amount of remuneration is in line with the remuneration policy to attract or retain expert individuals, while they should be willing to accept the exposure of a position at a listed fund for a moderate remuneration. For variable remuneration, targets are set that are linked to long-term performances. Reward package The remuneration package of the members of the Management Board consists of the following three elements: A. Fixed annual fee B. Variable remuneration C. Secondary employment conditions and other arrangements 47 A. Fixed annual fee In the spring of 2023, the Supervisory Board conducted a benchmark study on the remuneration of management board chairmen of twelve stock exchange funds listed on the local market of Euronext Amsterdam. The study also took into account the turnovers, balance sheet totals and numbers of employees of these stock exchange funds. The remuneration for the Alumexx CEO is set at a lower amount than the average of these twelve funds. The starting point for the CFO's remuneration was taken from, among others, the EY report Executive Remuneration in the Netherlands 2023 for Dutch listed funds. The fixed agreed annual fee of the Management Board is composed as follows. (in EUR x 1,000 unless shown otherwise) 2024 2023 Chairman of the Management Board CEO 300 300 Member of the Management Board CFO 225 - B. Variable remuneration (LTI) The variable part of the remuneration is a new element compared to the previous remuneration policy at Alumexx: it concerns the possible granting of option rights to members of the Management Board. The Alumexx Share Option Plan (ASOP), approved by the General Meeting on June 25, 2024, sets out the design and operation of the Option Plan. This is considered to be a long-term variable remuneration component. Short-term variable rewards such as bonuses have not been granted and are therefore not applicable. Under the ASOP, a total maximum of 10% of the outstanding share capital per June 25, 2024, i.e. the number of ordinary shares plus the number of A shares, can be granted to employees of Alumexx and its subsidiaries, in option rights for a period of three years. Of that 10%, a maximum of 35% can be granted to the members of the Management Board, of which a maximum of 20% for the CEO and a maximum of 15% for the other members of the Management Board. Determine maximum number of options to be issued Number of shares outstanding as per June 25, 2024 14,844,551 100% Maximum spendable options (= total pool) 1,484,455 10% Awarded to CEO 90,000 6% Awarded to CFO 70,000 5% With regard to members of the Management Board, the number of options and the applicable conditions are determined by the Supervisory Board. The conditions concern each individual Management Board member and are both financial and non-financial. The variable remuneration policy for the Management Board should encourage sustainable long-term value creation. Therefore, to implement its award policy, the Supervisory Board will not grant option rights to the Management Board all at once but will spread them over three years over three portions to encourage the long-term benefits of such remuneration. Furthermore, the variable remuneration, at the grant date, will not exceed 100% of the fixed management remuneration of the Management Board member concerned. Only when the conditions are met, the associated option rights are actually granted. To 48 retain the options, the Management Board member must continue to work for Alumexx for three years after the grant date. On the expiration of three years, the Management Board member will have a further two years to exercise the options. There will be a minimum of two periods during which options can be exercised per calendar year. The Company intends to issue new shares if options are exercised. Some stock exchange funds have a form of variable remuneration, which constitute a "fixed fee" after the achievement of performance criteria. That is not applicable for Alumexx. The reason is that the development of the share price remains an uncertain factor, and bear the risk of over-payment when options become exercisable. The conditions set by the Supervisory Board for financial year 2024 contain qualitative and quantitative objectives. The quantitative objectives relate to both financial conditions and non-financial conditions for each Management Board member individually. The Supervisory Board determined on 1 October 2024 that both Management Board members achieved the applicable conditions. Awarded variable remuneration per October 1, 2024 for achievement of conditions. Number of options granted Total value X EUR 1,000 Attributable to 2024 (3 out of 36 months) X EUR 1.000 Jeroen van de Heuvel CEO 90,000 46 4 Henk Hakvoort CFO 70,000 36 3 The options were granted at an exercise price of EUR 1.25. No options were exercised in the year 2024. In 2025, the Supervisory Board will determine the number of options to be granted to each individual Management Board member and specific applicable conditions for each individual Management Board member for the financial year 2025. C. Secondary employment conditions and other schemes Management Board members receive an annual expense allowance. Alumexx has taken out liability insurance for members of the Management Board. There is no reimbursement to Management Board members for health or accident insurance payments. Management Board members do not receive pension contributions. No loans, guarantees or similar benefits are provided to members of the Management Board. The fixed expense allowances granted in 2024 on an annual basis are: Fixed expense allowance x EUR 1,000 2024 2023 Jeroen van den Heuvel CEO 60 60 Henk Hakvoort CFO 45 - 49 Remuneration components Art 2:135b subsection 2 of the Dutch Civil Code requires that the remuneration report shall address at least the remuneration components of each Management Board member, as shown in the table below. (in 2024, in EUR x 1,000 unless shown otherwise) Name Fixed annual fee Fixed expense allowance Variable fee Total compensation Ratio fixed/variable Jeroen van den Heuvel 300 60 4 364 99% / 1% Henk Hakvoort 112.5 22.5 3 138 98% / 2% Mr. Henk Hakvoort was appointed CFO per June 25, 2024. His fixed remuneration fee and his fixed expense allowance were paid as from July 1, 2024. The remuneration of the Management Board was charged to Alumexx N.V. There have been no claw backs of remuneration payments in 2024. The table hereunder addresses the annual change in remuneration over the last five financial years. (in EUR x 1,000 unless shown otherwise) 2024 2023 2022 2021 2020 Remuneration Management Board Remuneration CEO 364 300 100 60 60 Remuneration CFO 138 - - - - Development of operating profit Operating profit before depreciation and amortisation 5,800 4,600 300 500 400 Average remuneration on full-time basis Management Board 315 300 100 60 60 Remuneration employees 65 55 57 59 51 Average number of employees (FTE) 70 56 2 1 1 Pay-out to Management Board 4.8 5.5 1.8 1 1 Pay-out to CEO 5.5 5.5 1.8 1 1 Salary payments of employees have been charged to the relevant subsidiaries. The pay-out ratio is defined as the total payments to the Management Board respectively CEO divided by the average salary of the employees. 50 B. Supervisory Board remuneration report for 2024 The members of the Supervisory Board received remuneration in the 2024 financial year in accordance with the remuneration policy. The Company's financial scope was one of the considerations when the amount was determined. The amount is considered to be moderate. In the spring of 2023, the Supervisory Board conducted a benchmark study of the remuneration of chairmen and members of the supervisory boards of twelve companies, listed on the local market of Euronext Amsterdam. The study also took into account the turnovers, balance sheet totals and numbers of employees of these funds. The Alumexx Supervisory Board’s remuneration is set at lower amounts than the average of these 12 funds. In 2024, the Supervisory Board decided to expand the Board from two to three members in view of the growth of the Company. The Board not only wished to expand the know-how of the Board, in accordance with the provisions of Article 25(2) of the Alumexx Articles of Association, but also to apply the decree "Growth quota and targets". Article 2:142b of the Dutch Civil Code prescribes that the composition of supervisory boards of a listed companies should at least have one-third of male members and one-third of female members. On June 25, 2024, Mrs. Vanessa van Lier was appointed member of the Supervisory Board by the General Meeting. The composition in 2024 was as follows: - Mr. Berry den Bezemer (Chairman) 1 January - 31 December 2024. - Mr. Erwin Vrielink (member), 1 January - 31 December 2024. - Mrs. Vanessa van Lier (member), 25 June - 31 December 2024. The main focus areas of Mr. Den Bezemer are: General Affairs, Strategy, Production and Logistics. Those of Mr. Vrielink are: Finance, Risk Management and ICT. Mrs. Van Lier’s supervision areas are: Corporate Governance, Legal and HR. Given the current size of the Company and the Supervisory Board, the Supervisory Board has not set up an audit committee, remuneration committee and selection and appointment committee. The Supervisory Board as a whole exercises the duties of the committees. The Company has taken out D&O liability insurance for Supervisory Board members. In addition, business expenses are reimbursed and business travel expenses at 29 Eurocents per kilometer. On June 23, 2023, the General Meeting set the remuneration of the Chairman and members of the Supervisory Board at respectively EUR 24,000 and EUR 20,000 per year, from 1 July 2023 and onwards. 51 For the financial years 2023 and 2024, the following remuneration was paid to the members of the Supervisory Board on an annual basis: (in EUR x 1,000 unless shown otherwise) 2024 2023 Berry den Bezemer Chairman 24 28 Erwin Vrielink Member 20 25 Vanessa van Lier Member 20 - The 2023 remuneration of the Supervisory Board members includes a moderate additional payment for Berry den Bezemer and Erwin Vrielink for substantial additional work in connection with the acquisitions of Euroscaffold and ASC Group. Vanessa van Lier's remuneration 2024 includes an allowance for the training period before her appointment of EUR 10,000. New remuneration policy adopted by the General Meeting on June 25, 2024 The new remuneration policy aims to attract expert supervisory board members. Alumexx wishes to attract Supervisory Board members who can handle the challenges and opportunities Alumexx has to offer. Remuneration is reviewed periodically and at least once every four years for market conformity and adjusted if deemed necessary. As a starting point, the same reference group (benchmark) is used as for determining the remuneration for the Management Board. C. Advisory vote General Meeting, cast on June 25, 2024 The remuneration report 2023 was submitted to the General Meeting on June 25, 2024 following the provisions of section 2:135b of the Dutch Civil Code to propose to cast a positive advisory vote. The General Meeting subsequently did so unanimously. No questions were raised or further comments were made at the meeting, so the meeting did not provide any indications that needed to be taken into account in the remuneration report for the 2024 financial year. 52 Alumexx N.V. Annual Report 53 Consolidated statement of profit or loss and comprehensive income for the year ended 31 December 2024 2024 2023 Restated EUR 1,000 EUR 1,000 Revenue 22 39.149 34.677 Cost of materials and outsourced work -18.783 -19.953 Inventory movements of intermediates and finished goods 368 658 -18.415 -19.295 Added Value 20.734 15.382 Employee benefit cost 24 -6.332 -4.366 Insourced direct staff -3.163 -1.923 Amortisation 9 -1.088 -855 Depreciation 8 -2.105 -1.592 Other expenses 23 -5.464 -4.481 Operating profit 2.582 2.165 Finance income 427 - Finance costs -2.093 -1.693 Net finance costs 25 -1.666 -1.693 Profit before tax 916 472 Income tax expense 26 -274 -256 Profit for the period 642 216 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 54 2024 2023 Restated EUR 1,000 EUR 1,000 Other comprehensive income Items that will never be reclassified to profit or loss Not applicable - - - - Items that are or may be reclassified to profit or loss Cost of hedging reserve – changes in fair value 11 -19 -103 -19 -103 Other comprehensive income for the period, net of tax -19 -103 Total comprehensive income for the period 623 113 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 55 2024 2023 Restated EUR 1,000 EUR 1,000 Profit attributable to: • Owners of the Company 642 216 • Non-controlling interests - - 642 216 Total comprehensive income attributable to: • Owners of the Company 623 113 • Non-controlling interests - - 623 113 Earnings per share Basic earnings per share (EUR 1) 27 0,04 0,02 Diluted earnings per share (EUR 1) 27 0,04 0,02 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 56 Consolidated statement of financial position as at 31 December 2024 (Before profit appropriation) 31 December 2024 31 December 2023 Restated EUR 1,000 EUR 1,000 Assets Intangible assets and goodwill 9 14.601 15.689 Property, plant and equipment 8 1.865 1.978 Right of Use assets 29 5.317 6.146 Deferred tax assets 26 - 61 Non-current assets 21.783 23.874 Inventories 12 12.069 12.742 Trade and other receivables 10 3.074 3.197 Cash and cash equivalents 13 125 1.118 Current assets 15.268 17.057 Total assets 37.051 40.931 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 57 31 December 2024 31 December 2023 Restated EUR 1,000 EUR 1,000 Equity Share capital 1.484 1.484 Share premium 20.435 20.435 Hedging reserve 11 -122 -103 Retained earnings -16.897 -17.577 Equity attributable to owners of the Company 14 4.900 4.239 Liabilities Loans and borrowings 16 17.842 9.385 Lease liabilities 16 4.241 4.536 Provisions 20 173 173 Deferred tax liabilities 26 1.185 1.872 Non-current liabilities 23.441 15.966 Bank overdraft 16 40 1.265 Current tax liabilities 337 201 Loans and borrowings 16 2.902 13.951 Lease liabilities 16 1.232 1.689 Trade and other payables 19 4.199 3.620 Current liabilities 8.710 20.726 Total liabilities 32.151 36.692 Total equity and liabilities 37.051 40.931 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 58 Consolidated statement of changes in equity for the year ended 31 December 2024 Share capital Share premium Hedging reserve Retained earnings Total EUR 1,00 0 EUR 1,00 0 EUR 1,000 EUR 1,00 0 EUR 1,00 0 Balance at 1 January 2024, as previously reported 1.484 20.435 -103 -17.917 3.899 — Impact of correction of errors 2(f) - - - 340 340 Restated balance at 1 January 2024 1.484 20.435 -103 -17.577 4.239 Total comprehensive income Profit for the period - - - 642 642 Other comprehensive income 11 - - -19 - -19 Total comprehensive income for the period - - -19 642 623 Transactions with owners of the Company Share based payments - - - 17 17 Other movements - - - 21 21 Total transactions with owners of the Company - - - 38 38 Balance at 31 December 2024 1.484 20.435 -122 -16.897 4.900 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 59 Share capital Share premium Cost of hedging reserve Retained earnings Total EUR 1,00 0 EUR 1,00 0 EUR 1,000 EUR 1,00 0 EUR 1,00 0 Balance at 1 January 2023, as previously reported 1.114 18.259 - -17.793 1.580 Total comprehensive income (restated) Profit (loss) - - - 216 216 Other comprehensive income 11 - - -103 - -103 Total comprehensive income (restated) - - -103 216 113 Transactions with owners of the Company Contributions by and distributions to owners of the Company: - - - - - - Issue of ordinary shares related to business combinations 370 2.176 - - 2.546 Total transactions with owners of the Company 370 2.176 - - 2.546 Restated balance at 31 December 2023 1.484 20.435 -103 -17.577 4.239 * The comparative information is restated on account of correction of errors. See Note 2(f). The notes are an integral part of these consolidated financial statements 60 Consolidated statement of cash flows for the year ended 31 December 2024 2024 2023 Restated EUR 1,000 EUR 1,000 Cash flows from operating activities Profit for the period 642 216 Adjustments for: • Depreciation 8 2.105 1.592 • Amortisation 9 1.088 855 • Net finance costs 25 1.666 1.693 • Gain on sale of property, plant and equipment - - • Equity-settled share-based payment transactions 18 17 - • Tax expense 26 274 256 • Trade receivables written off 81 - • Provision for bad and doubtful receivables 10 - 5.241 4.396 Changes in: • Inventories 12 673 823 • Trade and other receivables 10 32 796 • Trade and other payables 19 675 -3.016 • Provisions 20 - 303 Cash generated from operating activities 7.263 3.518 Interest paid -1.414 -1.230 Income taxes paid 26 -872 -1.298 Net cash from operating activities 4.977 990 Cash flows from investing activities Proceeds from sale of property, plant and equipment 47 - Acquisition of subsidiary, net of cash acquired 7 - -13.694 Acquisition of property, plant and equipment 8 -509 -752 Net cash from (used in) investing activities -462 -14.446 Cash flows from financing activities 61 2024 2023 Restated EUR 1,000 EUR 1,000 Proceeds from loans and new borrowings 16 362 14.600 Repayment of borrowings 16 -2.696 -1.250 Payment of contingent consideration -510 - Payment of lease liabilities 16 -1.439 -834 Net cash from (used in) financing activities -4.283 12.516 Net increase/decrease in cash and cash equivalents 232 -940 Cash and cash equivalents at 1 January -147 793 Cash and cash equivalents at 31 December 13 85 -147 * The comparative information is restated on account of correction of errors. See Note 2(f). ** Cash and cash equivalents includes bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management. The notes are an integral part of these consolidated financial statements 62 Notes to the consolidated financial statements for the year ended 31 December 2024 1 General (a) Reporting entity and relationship with parent company (companies) Alumexx N.V. (the ‘Company’) is a public limited liability company domiciled in the Netherlands. The Company was incorporated in the Netherlands. The Company’s registered office is at Leerlooierstraat 30 4871 EN Etten-Leur. The Company was founded in 1991 and is registered in the Trade Register at the Chamber of Commerce under number 34110628. These consolidated financial statements comprise the Company and its subsidiaries (collectively the ‘Group’ and individually ‘Group companies’). The Company is a holding company. The main activities of the group of which the Company is the parent are related to manufacturing and selling of climbing materials. The activities of the Company and the Group are carried out both inland and abroad, with the countries of the European Union being the primary sales market. (b) Financial reporting period These financial statements cover the year 2024, which ended at the balance sheet date of 31 December 2024. (c) Going concern The financial statements of the Company have been prepared on the basis of the going concern assumption taking into consideration the following: In connection with the acquisition of Euroscaffold and ASC Group in March 2023 Alumexx NV concluded a secured bank loan with Rabobank for a total amount of EUR 14.600. The total loan consists of the following facilities: • Loan of EUR 11.250 until 31 March 2028, with repayments in 18 instalments of EUR 625. As per balance sheet date 6 instalments have been repaid in accordance with the secured bank loan agreement. • Loan of EUR 3.350 until 31 March 2028 with a lumpsum payment at that date. In addition, Alumexx concluded an overdraft facility amounting to EUR 2.000 of which EUR 40 was in use at balance sheet date. For this secured bank loan and overdraft facility, the following covenants have been agreed: • Senior net debt / EBITDA ratio • Debt Service Coverage ratio As per 31 December 2024 there was no breach of covenants. For further details, reference is made to note 16 and 17 of these financial statements. During the first quarter 2025 the Company was not able to meet the covenants due to head wind with respect to sales and higher operating expenses compared to expectations. As a 63 result, EBITDA in the first quarter of 2025 was lower than forecasted. For the first quarter 2025 the Company received a waiver of the Rabobank. In the first quarter 2025, the Company did repay the instalment of EUR 625 in accordance with the secured bank loan agreement. As the covenants are tested twelve months rolling forward, lower than expected EBITDA at any quarter will have an impact on the subsequent 3 quarters. Consequently, there is a risk that the Company has no longer the right to defer repayment of the secured bank loan for more than 12 months. The Company reviewed the budget until the second quarter of 2026 based on its current business and strategy. To remain flexible in order to mitigate unforeseen circumstances that may impact the profitability and liquidity of the Company, there are several solutions which the Company can execute. Cost levels can be reduced because of the flexible workforces. Furthermore, working capital can be improved by reducing inventory levels. Although the Company can execute mitigating solutions, there remains a risk that covenants will not be met following the results of the first quarter 2025. Consequently, Alumexx depends on the willingness of the Rabobank for not requiring immediate repayment of the secured bank loan and continuing the overdraft facility to avoid a liquidity shortage. These conditions indicates the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. In addition to the waiver obtained for the first quarter 2025, the Rabobank committed to start negotiations regarding adjustments to the covenants for the second quarter for 2025 and further. Furthermore, the Company’s ability to continue as a going concern is contingent upon its ability to execute the successful roll out of its business strategy and to remain flexible in order to mitigate unforeseen circumstances that will impact the profitability of the Company. Based on the current situation and forecast and the measures outlined above, Alumexx expects to be able to meet the payment obligations under this secured bank loan agreement for at least the next 12 months. Additionally, based on the current discussions with the Rabobank Alumexx expects obtaining cooperation from the bank to continue the provided secured bank loan and overdraft facility. Therefore, the accounting policies used in the financial statements are based on the expectation that The Company will be able to continue as a going concern. 64 2 Basis of preparation (a) Statement of compliance The consolidated financial statements of the Company are part of the statutory financial statements of the Company. These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as endorsed by the European Union (EU-IFRS) and with Section 2:362(9) of the Dutch Civil Code. The changes to material accounting policies are described in Note 2(e). The consolidated financial statements were authorised for issue by the Management Board on May 27 2025. (b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date: — derivative financial instruments are measured at fair value; — contingent consideration assumed in a business combination at fair value; (c) Functional and presentation currency These consolidated financial statements are presented in euro (referred to as: EUR), which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. (d) Use of judgements and estimates In preparing these consolidated financial statements, management has made judgements and estimates about the future, that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Group's risk management where appropriate. Revisions to estimates are recognised prospectively. Judgements Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements is included in the following notes: — Note 16: contingent considerations: the level of future EBITDA to achieve certain thresholds used as basis for calculating the earn-out liabilities; — Note 20: provisions: the determination of the expenses related to guarantee expenses; and — Note 29: lease term: whether the Group is reasonably certain to exercise extension options. Notes are presented, to the extent practicable, in a systematic order and are cross-referred to/from items in the primary statements. In determining a systematic manner of presentation, an entity considers the effect on the understandability and comparability of the financial statements. The Group has applied judgement in presenting related information together in a manner that it considers to be most relevant to an understanding of its financial performance and financial position. 65 Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the year ending 31 December 2024 is included in the following notes: — Note 9: impairment test goodwill: key assumptions underlying recoverable amounts; — Notes 20: recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources; — Note 10: measurement of ECL allowance for trade receivables: key assumptions in determining the weighted-average loss rate; and — Note 7: acquisition of subsidiary: fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed, measured on a provisional basis; — Note 12: provision for obsolete stock: key assumptions underlying recoverable amounts. — Note 26: Deferred tax assets. Availability of future taxable profits to compensate carry forward losses. Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. — Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. — Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). — Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes: — Note 18: share-based payment arrangements; — Note 21: financial instruments; and — Note 7: acquisition of subsidiary. (e) Changes in material accounting policies Classification of Liabilities as Current or Non-Current and Non-current liabilities with covenants (Amendments to IAS 1) 66 The Group has adopted Classification of Liabilities as Current or Non-current (Amendments to IAS 1) and Non-current Liabilities with Covenants (Amendments to IAS 1) from 1 January 2024. The amendments apply retrospectively. They clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current loan liabilities that are subject to covenants within 12 months after the reporting period. (f) Correction of errors Correction on Purchase Price Allocation During 2023, the Group acquired Euroscaffold and ASC Group with an acquisition date of 31 March 2023 (see note 7). The initial accounting period within the measurement period of 12 months after the acquisition date ended on 31 March 2024. As the initial accounting was not finalized at the reporting date 31 December 2023, the initial accounting in the financial statements 2023 was indicated as provisional. The initial accounting was finalized after the 12 months initial accounting period. As a result, changes to the initial accounting as reported in the 2023 financial statements have to be reported as correction of errors in conformity with IAS 8. This is due to an update of the calculation (measurement error). The errors have been corrected by restating each of the affected financial statement line items for prior periods. The fair value of the customer relationships has been reduced by EUR 2.216 (Euroscaffold EUR 1.010 and ASC Group EUR 1.206) with a corresponding increase of goodwill, both within Intangible assets. The deferred tax liability in connection with the customer relations decreased by EUR 572 (Euroscaffold EUR 261 and ASC Group EUR 311) with the corresponding decrease of Goodwill. Due to lower fair value, amortisation charges reduced by EUR 239 with a corresponding increase in the carrying value of intangible assets. As the amortisation charges trigger a release of deferred tax liability that amounted to EUR 62 with a corresponding effect on profit for the period. Lease classification As part of the acquisition of Euroscaffold and ASC Group, the group acquired several lease contracts. After reviewing the contracts, it was concluded that the classification of some contracts was not in line with IFRS. This resulted in the following adjustments: • For an amount of EUR 489 the underlying assets were classified as Right of Use assets for which was concluded that these should have been classified as Property, Plant and Equipment. • For an amount of EUR 247 the underlying liabilities were classified as non-current lease liabilities for which was concluded that these should have been classified as non- current borrowings. • For an amount of EUR 162 the underlying liabilities were classified as current lease liabilities for which was concluded that these should have been classified as non- current loans and borrowings. Current / non-current distinction of secured bank loans As disclosed in Note 16, the Group has a secured bank loan that is subject to specific covenants. This liability is classified as non-current in 2023 Financial Statements although the Group was subject to a breach of the related covenants. According to the loan agreement 67 such a breach may require the Group to repay the liabilities earlier than the contractual maturity dates. In 2024 the Group assessed the impact of the amendments on IAS 1 related to the classification of these liabilities and disclosures. Based on this assessment the Group concluded that under the amended IAS 1 the non-current part of the secured bank loan should be classified as current because the Group has not the right to defer settlement for at least twelve months after reporting date. When analysing the background of the amendments on IAS 1 the Group concluded that under the previous version of IAS 1 the liability also should have been accounted as current. Therefore, in the comparative figures the current liabilities increased and the non-current decreased with EUR 10.779. There is no impact on total equity. The error in classification between non-current and current of the secured bank loan has also an impact on the liquidity risk. The liquidity risk as per 31 December 2023 was higher than presented because the current liabilities increased. As a result, the risk of default based on legal requirements was higher than disclosed as per 31 December 2023. Because the Company obtained a waiver from the bank after 31 December 2023 and before issue of the financial statements, the risk of default was reduced. The fact that the waiver was obtained was included in the subsequent events paragraph of the financial statements. Recognition of revenue understated In 2023 for an amount of EUR 313 sales orders were concluded for Connecting, Constructie- en Technische Handelsonderneming B.V. These sales orders were largely transported to the customer. It was considered for the 2023 financial statements that control was not transferred to the customer, hence revenue was not recognised in 2023 but postponed to 2024. However, based on the shipment terms of these sales orders, control was transferred at the moment that the goods were ready for transportation. As a result, revenue should have been recognised in the financial year 2023 instead of 2024. The correction of these sales orders resulted in an increase of revenue in 2023 amounting to EUR 313 with a corresponding increase of trade receivables (EUR 278) and other receivables (EUR 35). The inventory and cost of sales has to be adjusted accordingly for an amount of EUR 94. As a result, profit before tax increased by EUR 219 which resulted in an additional tax charge amounting to EUR 56. The net impact of this correction resulted in an increase of net profit for the period by EUR 163. 68 The following tables summarise the impacts on the Group’s consolidated financial statements. Consolidated statement of financial position 31 December 2023 As AdjustmentAs restated previously s reported EUR 1,000 EUR 1,000 EUR 1,000 Goodwill 6.778 1.644 8.422 Intangible assets 9.235 -1.977 7.258 Property, plant and equipment 2.467 -489 1.978 Right of Use assets 5.657 489 6.146 Inventories 12.836 -94 12.742 Trade and other receivables 2.884 313 3.197 Total assets 41.045 -114 40.931 Loans and borrowings (non-current) 19.917 -10.779 9.138 Borrowings (non-current) - 247 247 Lease liabilities (non-current) 4.783 -247 4.536 Loans and borrowings (current) 3.010 10.779 13.789 Borrowings (current) - 162 162 Lease liabilities (current) 1.851 -162 1.689 Deferred tax liabilities 2.382 -510 1.872 Current tax liabilities 145 56 201 Total liabilities 37.146 -454 36.692 Retained earnings -227 340 113 Total equity 3.899 340 4.239 69 Consolidated statement of profit or loss and OCI For the year ended 31 December 2023 As Adjustments As restated previously reported EUR 1,000 EUR 1,000 EUR 1,000 Revenue 34.364 313 34.677 Cost of materials and outsourced work -19.859 -94 -19.953 Amortisation -1.094 239 -855 Income tax expense (deferred) -138 -118 -256 Profit for the period -124 340 216 Total comprehensive income -227 340 113 There is no material impact on the Group’s basic or diluted earnings per share and no impact on the total operating, investing or financing cash flows for the year ended 31 December 2023. 3 Material accounting policies The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise. Certain comparative amounts in the statement of financial position, statement of profit or loss and OCI have been restated, reclassified or re-presented to enhance the understanding of the financial information. The Group has adopted Classification of Liabilities as Current or Non-current (Amendments to IAS 1) and Non-current Liabilities with Covenants (Amendments to IAS 1) from 1 January 2024. The amendments apply retrospectively. They clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current loan liabilities that are subject to covenants within 12 months after the reporting period. As disclosed in Note 16, the Group has a secured bank loan that is subject to specific covenants. This liability is classified as non-current at 31 December 2023, a future breach of the related covenants may require the Group to repay the liabilities earlier than the contractual maturity dates. The Group assessed the impact of the amendments on the classification of these liabilities and the related disclosures. This assessment did result in changes as reported in Note 2(f). (a) Basis of consolidation (i) Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the 70 Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre- existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration payable is measured at fair value at the acquisition date. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. (iii) Non-controlling interests NCI are initially measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (iv) Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. (v) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange 71 rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs. (ii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at exchange rates at the reporting date. The income and expenses of foreign operations are translated into euros at the exchange rates at the dates of the transactions. Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. (c) Financial instruments (i) Recognition and initial measurement Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (ii) Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: — it is held within a business model whose objective is to hold assets to collect contractual cash flows; and — its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: — it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and — its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. 72 All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets (see Note 21). On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets – Subsequent measurement and gains and losses Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However, see Note 21 for derivatives designated as hedging instruments. Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. See Note 21 for financial liabilities designated as hedging instruments. (iii) Derecognition Financial assets The Group derecognises a financial asset when: − the contractual rights to the cash flows from the financial asset expire; or − it transfers the rights to receive the contractual cash flows in a transaction in which either: • substantially all of the risks and rewards of ownership of the financial asset are transferred; or • in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are 73 modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss. (iv) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. (v) Derivative financial instruments and hedge accounting Derivative financial instruments and hedge accounting The Group holds derivative financial instruments to hedge its interest rate risk exposures. If the Group is involved with hybrid contracts, the Group applies the following with regard to the embedded derivatives in the hybrid contract. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and the following criteria are met: — the economic characteristics and risk of the embedded derivative are not closely related to the economic characteristics and risks of the host contract; — a separate instrument with the same terms as the embedded derivative would meet the definition of a derivate; and — the hybrid contract is not measured at fair value with changes in fair value recognised in profit or loss. If an embedded derivative is separated from the hybrid contract, the host contract is accounted for in accordance with the determined policies for such a contract. The embedded derivative is accounted for in accordance with the Group’s principles for the applicable derivatives. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss. The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in interest rates and certain derivatives. At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other. Cash flow hedges When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair 74 value of the forward element of forward exchange contracts (‘forward points’) is separately accounted for as a cost of hedging and recognised in a costs of hedging reserve within equity. When the hedged forecast transaction subsequently results in the recognition of a non- financial item such as inventory, the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognised. For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss. If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss. (d) Share capital Ordinary shares Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12. Cumulative preference shares The Group’s redeemable cumulative preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognised as interest expense in profit or loss as accrued. Holders of cumulative preference have one voting right per cumulative preference share. Repurchase and reissue of ordinary shares (treasury shares) When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is presented within share premium. (e) Impairment (i) Non-derivative financial assets Financial instruments The Group recognises loss allowances for ECLs on: 75 — financial assets measured at amortised cost; The Group also recognises loss allowances for ECLs on lease receivables, which are disclosed as part of trade and other receivables. The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: — other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowances for trade receivables (including lease receivables) are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment, that includes forward-looking information. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a financial asset to be in default when: — the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or — the financial asset is more than 365 days past due. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Presentation of allowance for ECL in the statement of financial position Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI. Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial 76 asset is 365 days past due based on historical experience of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (f) Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. (ii) Subsequent expenditure Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. (iii) Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Land is not depreciated. 77 The estimated useful lives of property, plant and equipment are as follows: — Vehicles: 5 years. — Plant and equipment: 5 - 10 years. — Fixtures and fittings: 5 - 10 years. — Leasehold improvements: 5 - 10 years. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (g) Intangible assets and goodwill (i) Recognition and measurement Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Other intangible assets Other intangible assets, including customer relationships, online platforms and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses. (ii) Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. (iii) Amortisation Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Goodwill is not amortised. The estimated useful lives for current and comparative periods are as follows: — Trademarks: 5 - 10 years. — Online platforms: 5 years. — Customer relationships: 6 - 8 years. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (h) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out allocation method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. (i) Employee benefits (i) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive 78 obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (ii) Share-based payment transactions The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. (iii) Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. (v) Other long-term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise. (vi) Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted. (j) Provisions Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Warranties A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities. (k) Revenue Information about the Group’s accounting policies and identified performance obligations relating to contracts with customers is provided in Note 22. Cost of materials and outsourced work regards the costs of the sold products or the costs for obtaining the sold products. The costs of materials and outsourced are calculated at their cost price. The change in finished goods compromises the cost of materials and outsourced allocated to the unsold and produced finished goods during the financial year. (l) Added value Added value is calculated as revenue plus or less inventory movements, the cost of materials, outsourced work and logistics costs. 79 (m) Finance income and finance costs The Group’s finance income and finance costs include: — interest income; — interest expense; — interest expense on lease liabilities; — dividend expense on preference shares issued classified as financial liabilities; — the foreign currency gain or loss on financial assets and financial liabilities; — the gain on the remeasurement to fair value of any pre-existing interest in an acquiree in a business combination; — the fair value loss on contingent consideration classified as a financial liability; — hedge ineffectiveness recognised in profit or loss; and — the reclassification of net gains and losses previously recognised in OCI on cash flow hedges of interest rate risk for borrowings (see Note 21). Interest income or expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to: — the gross carrying amount of the financial asset; or — the amortised cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. (n) Income tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI. The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. (i) Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met. (ii) Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: 80 — temporary differences on the initial recognition of assets or liabilities in a transaction that: • is not a business combination; and • at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences; — temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and — taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption. Deferred tax assets and liabilities are offset only if certain criteria are met. (o) Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. (i) As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. 81 The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: — fixed payments, including in-substance fixed payments; — variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; — amounts expected to be payable under a residual value guarantee; and — the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. — The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in- substance fixed lease payment. — When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Short-term leases and leases of low-value assets — The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. (p) Fair value measurement — ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. — A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. — When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. — If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction. 82 — If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. 4 Standards issued but not yet effective A number of new standards are effective for annual reporting periods beginning after 1 January 2025 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements. A. IFRS 18 Presentation and Disclosure in Financial Statements IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key new requirements. • Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change. • Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements. • Enhanced guidance is provided on how to group information in the financial statements. In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method. The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group’s statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as ‘other’. B. Other new and amended standards The following new and amended standards are not expected to have a significant impact on the Group’s consolidated financial statements: • Lack of Exchangeability (Amendments to IAS 21) • Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) 83 5 Operating segments The Group has no reportable segments. The activities of the Group are fully integrated and therefore the activities are not able to divide in reportable segments. All material activities are in the Netherlands. Financial information on nature of revenue streams and geographical distribution of markets is provided in note 22. The Group’s Board (CODM) reviews internal management reports on consolidated basis only on a monthly basis. The is no dependence on a single customer. The largest customer over in 2024 represented 5% (2023: 5%) of total revenue. Based geographical distribution all non-current assets are allocated to the Netherlands. 6 List of subsidiaries Set out below is a list of material subsidiaries of the Group. Name of subsidiary Country Ownership Ownership 2024 2023 Alumexx B.V. Netherlands 100% 100% Lado Klimmaterialen B.V. Netherlands 100% 100% A.S.C. Aluminium Scaffolding Company B.V. Netherlands Nil% 100% v/d Heuvel Alu Products B.V. Netherlands 100% 100% A.S.C. Special Products B.V. Netherlands 100% 100% A.S.C. International B.V. Netherlands 100% 100% ASC Deutschland GmbH Germany 100% 100% Aluminum Scaffolding Company LLC USA 100% 100% T & C Europe B.V. Netherlands 100% 100% Steigerverkoop.nl B.V. Netherlands 100% 100% Connecting, Constructie- en Technische Netherlands 100% 100% Handelsonderneming B.V. * A.S.C. Aluminium Scaffolding Company B.V. has been dissolved in 2024. 7 Acquisition of subsidiary On 31 March 2023, the Group acquired T & C Europe B.V. (hereinafter "Euroscaffold") and the companies v/d Heuvel Alu Products B.V., A.S.C. Aluminum Scaffolding Company B.V. and A.S.C. International B.V. (hereinafter collectively "ASC Group"). Control was obtained by acquiring 100% of the shares and voting interests in the aforementioned companies. Although the acquisitions were separate transactions, there is a strong linkage between the two acquirees. The acquisition of the acquirees would only occur if The acquirees were the number 2 nd and 3 rd in volume on the Dutch market. After acquisition, both acquirees have been integrated immediately. The initial accounting period within the measurement period of 12 months after the acquisition date ended on 31 March 2024. As the initial accounting was not finalized at the reporting date 84 31 December 2023, the initial accounting in the financial statements 2023 was indicated as provisional. The initial accounting was finalized after the 12 months initial accounting period. As a result, changes to the initial accounting as reported in the 2023 financial statements have to be reported as correction of errors in conformity with IAS 8. This is due to an update of the calculation (measurement error). The comparative information is restated on account of correction of errors. See Note 2(f). Included in the identifiable assets and liabilities acquired at the date of acquisition of the acquirees are inputs (an office, several factories, technology, inventories and customer relationships), production processes and an organised workforce. The Group has determined that together the acquired inputs and processes significantly contribute to the ability to create revenue. The Group has concluded that the acquired set is a business. Taking control of ASC Group and Euroscaffold will enable the Group to generate synergy and reduce costs through economies of scale in the purchase, production, sales and logistic processes. The acquisition is also expected to provide the Group with an increased share of the market through access to both customer bases. In the nine months period ended 31 December 2023, both acquirees together contributed revenue of EUR 25.445 and EBITDA of EUR 2.304 to the Group’s results. If the acquisition had occurred on 1 January 2023, management estimates that consolidated revenue would have been EUR 42.581, and consolidated EBITDA for the year would have been EUR 7.932. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2023. Acquisition-related costs The Group incurred acquisition-related costs of EUR 276 on legal fees and due diligence costs. These costs have been included in 2023 as part of the ‘other expenses’. 85 Acquisition of Euroscaffold Consideration transferred The following table summarises the acquisition-date fair value of each major class of consideration transferred. EUR 1,000 Cash 7.859 Equity instruments (A shares) 2.546 Cumulative redeemable preference shares 1.600 Fair value of contingent consideration (earn-out) 1.410 Total consideration transferred 13.415 Equity instruments issued The fair value of the 3,700,000 A shares issued was based on the listed share price of the Company at 31 March 2023 of EUR 0.688 per share. A contractual lock-up period of two years from March 31, 2023 has been agreed with sellers Euroscaffold for the A shares. Cumulative redeemable preference shares The fair value of the 2 cumulative redeemable preference shares issued was based on its nominal value with an interest rate of 6% which is considered market based. Contingent consideration The Group has agreed to pay the selling shareholders in five years’ time additional consideration of maximum EUR 1.800 if the Alumexx Group EBITDA over the next five years exceeds EUR 6.500 per year. The impact on earn-out is as follows with lower EBITDA: • EBITDA between EUR 6.500 and EUR 6.000 => 75% • EBITDA between EUR 6.000 and EUR 5.000 => 50% • EBITDA between EUR 5.000 and EUR 4.000 => 25% • EBITDA below EUR 4.000 => 0% The Group has included EUR 1.410 as contingent consideration related to the additional consideration, which represents its fair value at the acquisition date at 100% realisation of the EBITDA over the 5-year period. 86 Identifiable assets acquired and liabilities assumed The following table summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date. EUR 1,000 Property, plant and equipment 1.192 Right of Use assets 2.443 Intangible assets 3.607 Inventories 3.891 Trade receivables and other receivables 1.813 Cash and cash equivalents 2.088 Loans and borrowings - Deferred tax liabilities -1.183 Other liabilities -4.884 Total identifiable net assets acquired 8.967 Measurement of fair values The valuation techniques used for measuring the fair value of material assets acquired were as follows. Assets acquired Valuation technique Property, plant and equipment Market comparison technique and cost technique: The valuation model considers market prices for similar items when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence. Intangible assets Relief-from-royalty method and multi-period excess earnings method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the brand being being owned. The multi- period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. Inventories Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. Right of use assets Present value method At the acquisition date, the right of use asset lease liability is measured at the present value of the future lease payments using the market interest rate. The trade receivables comprise gross contractual amounts of which nothing was expected to be uncollectable at the acquisition date. 87 Goodwill Goodwill arising from the acquisition has been recognised as follows: EUR 1,000 Consideration transferred 13.415 Fair value of identifiable net assets 8.967 Goodwill 4.448 The goodwill is attributable mainly to expected synergy effects and intangible assets that do not qualify for individual capitalization such as workforce, expected substantial synergy effects on gross margin due to less price competition and due to increased purchasing power and synergy of economy of scale leading to expected lower production cost, warehousing cost and logistics costs as well as lower sales & marketing costs. None of the goodwill recognised is expected to be deductible for tax purposes. Acquisition of ASC Group Consideration transferred The following table summarises the acquisition-date fair value of each major class of consideration transferred. EUR 1,000 Cash 4.620 Cumulative redeemable preference shares 5.600 Contingent consideration (earn-out) 588 Total consideration transferred 10.808 Cumulative redeemable preference shares The fair value of the 7 cumulative redeemable preference shares issued was based on its nominal value with an interest rate of 6% which is considered market based. 88 Contingent consideration The Group has agreed to pay the selling shareholders in five years’ time additional consideration of maximum EUR 750 if the Alumexx Group EBITDA over the next five years exceeds EUR 6.500 per year. The impact on earn-out is as follows with lower EBITDA: • EBITDA between EUR 6.500 and EUR 6.000 => 75% • EBITDA between EUR 6.000 and EUR 5.000 => 50% • EBITDA between EUR 5.000 and EUR 4.000 => 25% • EBITDA below EUR 4.000 => 0% The Group has included EUR 588 as contingent consideration related to the additional consideration, which represents its fair value at the acquisition date at 100% realisation of the EBITDA over the 5-year period. Settlement of pre-existing relationship The Group and ASC Group were parties to a supply agreement under which ASC Group supplied the Group with climbing materials. As per acquisition date the Group had a liability towards ASC Group amounting to EUR 1.661. This pre-existing relationship was effectively paid when the Group acquired ASC Group. Identifiable assets acquired and liabilities assumed The following table summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date. EUR 1,000 Property, plant and equipment 765 Right of Use assets 3.952 Intangible assets 3.996 Inventories 8.838 Trade receivables and other receivables 1.743 Cash and cash equivalents -4 Provisions -169 Deferred tax liabilities -1.348 Lease liabilities -4.492 Trade and other payables -6.447 Total identifiable net assets acquired 6.834 89 Measurement of fair values The valuation techniques used for measuring the fair value of material assets acquired were as follows. Assets acquired Valuation technique Property, plant and equipment Market comparison technique and cost technique: The valuation model considers market prices for similar items when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence. Intangible assets Relief-from-royalty method and multi-period excess earnings method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the brand being being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. Inventories Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. Right of use assets Present value method At the acquisition date, the right of use asset lease liability is measured at the present value of the future lease payments using the market interest rate. The trade receivables comprise gross contractual amounts of which nothing was expected to be uncollectable at the acquisition date. Goodwill Goodwill arising from the acquisition has been recognised as follows: EUR 1,000 Consideration transferred 10.808 Fair value of identifiable net assets 6.834 Goodwill 3.974 The goodwill is attributable mainly to expected synergy effects and intangible assets that do not qualify for individual capitalization such as workforce, expected substantial synergy effects on gross margin due to less price competition and due to increased purchasing power and synergy of economy of scale leading to expected lower production cost, warehousing cost and logistics costs as well as lower sales & marketing costs. None of the goodwill recognised is expected to be deductible for tax purposes. 90 8 Property, plant and equipment Reconciliation of the carrying amount LeaseholPlant Fixtures Vehicles Total d and and improveequipmefittings ments nt EUR 1,00EUR 1,00EUR 1,00EUR 1,00EUR 1,000 0 0 0 0 Cost Balance at 1 January 2023 - - 27 75 102 Acquisitions through business 256 3.103 792 594 combinations 4.745 Additions 77 454 23 76 630 Disposals - -2 - -40 -42 Balance at 31 December 2023 333 3.555 842 705 5.435 Balance at 1 January 2024 333 3.555 842 705 5.435 Additions 31 119 63 296 509 Disposals - -6 - -114 -120 Other movements 101 9 - -67 43 Balance at 31 December 2024 465 3.677 905 820 5.867 Accumulated depreciation and impairment losses Balance at 1 January 2023 - - 24 62 86 Acquisitions through business 161 1.824 701 258 2.944 combinations Depreciation 15 293 40 79 427 Balance at 31 December 2023 176 2.117 765 399 3.457 Balance at 1 January 2024 176 2.117 765 399 3.457 Depreciation 46 391 41 97 575 Other movement - 86 - -26 60 Disposals - -6 - -84 -90 Balance at 31 December 2024 222 2.588 806 386 4.002 Carrying amounts At 1 January 2023 - - 3 13 16 At 31 December 2023 157 1.438 77 306 1.978 At 31 December 2024 243 1.089 99 434 1.865 Security At 31 December 2024, these assets were subject to the security with regard to the secured bank loans (see note 16). 91 9 Intangible assets and goodwill Reconciliation of carrying amount Goodwill Trade-CustomeOnline Total marks r platformrelation-s ships EUR 1,00EUR 1,00EUR 1,00EUR EUR 1,000 0 0 1,000 0 Cost Balance at 1 January 2023 - 555 161 160 876 Acquisitions Business combinations 8.422 3.050 4.553 - 16.025 Purchases - - - - - Disposals - - - - - Balance at 31 December 2023 * 8.422 3.605 4.714 160 16.901 Balance at 1 January 2024 8.422 3.605 4.714 160 16.901 Acquisitions - - - - - Purchases - - - - - Disposals - - - - - Balance at 31 December 2024 8.422 3.605 4.714 160 16.901 Accumulated amortisation and impairment losses Balance at 1 January 2023 - 277 8 81 366 Amortisation - 284 539 32 855 Impairment loss - - - - - Other movement - - -9 - -9 Balance at 31 December 2023 * - 561 538 113 1.212 Balance at 1 January 2024 - 561 538 113 1.212 Amortisation - 361 695 32 1.088 Other movement - - - - - Impairment loss - - - - - Balance at 31 December 2024 - 922 1.233 145 2.300 Carrying amounts At 1 January 2023 - 278 153 79 510 At 31 December 2023 8.422 3.044 4.176 47 15.689 At 31 December 2024 8.422 2.683 3.481 15 14.601 * The comparative information is restated on account of correction of errors. See Note 2(f). 92 Amortisation The amortisation of trademarks, customer relationships and online platforms is included in the amortisation expenses. The remaining amortization period of the trademarks is approximately 8 years and for customer relationships 4 – 6 years. The remaining amortization period for online platforms will end in 2025. Impairment testing of goodwill For the purposes of impairment testing, goodwill has been allocated to the Group as a whole. The recoverable amount was based on fair value less costs of disposal, estimated using discounted cash flows. The fair value measurement was categorised as a Level 3 fair value based on the inputs in the valuation technique used (see note 2(d)). The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represented management’s assessment of future trends in the relevant industries and were based on historical data from both external and internal sources. 2024 percent Discount rate 14,5% Terminal value growth rate 2,0% Budgeted EBITDA growth rate (average of the next three years) 16,6% The discount rate was a post-tax measure estimated based on historical industry average weighted-average cost of capital The cash flow projections included specific estimates for three years and a terminal growth rate thereafter. The terminal growth rate was determined based on management’s estimate of the long-term compound annual EBITDA growth rate, consistent with the assumption that a market participant would make. Budgeted EBITDA was estimated taking into account past experiences, adjusted as follows: — Revenue growth was projected taking into account the average growth levels experienced over the past years and the estimated sales volume and price growth for the next three years. It was assumed that sales price would increase in line with forecast inflation over the next five years. — Cost of sales was projected taking into account the expected increase in line with forecast inflation over the next five years. — Other expenses was projected taking into account the expected increase in line with forecast inflation over the next five years except for the employee benefits, which are expected to increase by the inflation + 1%. The estimated recoverable amount exceeded its carrying amount by approximately 100%. 93 10 Trade and other receivables 2024 2023 EUR 1,000 EUR 1,000 Trade receivables due from related parties 623 656 Trade receivables due from third parties 1.991 2.378 Other receivables 460 163 3.074 3.197 Non-current 368 368 Current 2.706 2.829 3.074 3.197 The non-current receivables relate to current accounts with related parties. These are expected to be collected after 12 months. Credit and market risks, and impairment losses Information about the Group’s exposure to credit and market risks, and impairment losses for trade and other receivables is included in note 21. 11 Other investments, including derivatives Current investments 2024 2023 EUR 1,000 EUR 1,000 Interest rate swaps used for hedging -122 -103 -122 -103 With respect to the secured bank loans, an interest rate SWAP was entered into to hedge the cash flow risk relating to the variable cash flows from the variable interest rate. By means of this interest rate swap, the variable 3-month EURIBOR has been hedged by a fixed at an interest rate of 3.17% until January 1, 2028. The interest rate is therefore 6.92% fixed. This derivative is presented as part of the current liabilities 94 12 Inventories 2024 2023 EUR 1,000 EUR 1,000 Raw materials and consumables 4.392 4.697 Intermediates and finished goods 7.677 8.045 12.069 12.742 Carrying amount of inventories is pledges as security for liabilities. 13 Cash and cash equivalents Cash and cash equivalents included in the statement of cash flows consist of cash on hand and balances with banks. 2024 2023 EUR 1,000 EUR 1,000 Bank balances 123 1.107 Cash 2 11 125 1.118 Cash and cash equivalents in the statement of financial position Bank overdrafts repayable on demand and used for cash management -40 -1.265 purposes Cash and cash equivalents in the statement of cash flows 85 -147 For cash and cash equivalents no restrictions apply. 95 14 Capital and reserves Share capital and share premium Ordinary shares 2024 2023 In issue at 1 January 14.845.515 11.145.515 Issued for cash - - Issued in business combination - 3.700.000 In issue at 31 December – fully paid 14.845.515 14.845.515 Issued – par value EUR ‘000 1.484 1.484 All ordinary shares rank equally with regard to the Company’s residual assets. Authorised capital Authorised capital of the company consist of 44.000.000 shares divided in 26,000,000 ordinary shares, 17,999,990 shares A and 10 redeemable cumulative preference shares with 6% dividend. All shares are in registered form. Each share has a nominal value of € 0.10. Ordinary shares Holders of these shares are entitled to dividends as declared from time to time, and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are reissued. Issue of ordinary shares In 2024 no shares have been issued. In March 2023, the general meeting of shareholders decided on the issue of 3.700.000 ordinary shares at an exercise price of EUR 0,688 per share for the acquisition of the Euroscaffold. (see note 7) Nature and purpose of reserves Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss as the hedged cash flows affect profit or loss (see note 21). 96 Dividends In 2024 and 2023 no dividends were declared and paid by the Company. OCI accumulated in reserves, net of tax Hedging Total reserve EUR 1,000 EUR 1,000 2024 Cash flow hedges - effective portion of changes in fair -122 -122 value Total -122 -122 2023 (restated) Cash flow hedges - effective portion of changes in fair -103 -103 value Total -103 -103 * The comparative information is restated on account of correction of errors. See Note 2(f). 15 Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital. The main focus is on repayment of the external financing. Dividend payments to cumulative preference shareholders and payments of dividends to ordinary shareholders are not expected on short notice. The Management Board seeks to maintain a balance between sound returns and solid capital position. The Group’s target is to achieve a solvency percentage above 10%; in 2024 solvency amounted to 13% (2023: 10%). In this solvency calculation the amount due to preference shareholders is excluded. Solvency including the preference shares amounts to 35% (2023: 29%). The weighted-average interest expense on the interest-bearing borrowings obtained from Rabobank amounts to 6.92% (2023: 6.92%) taking into account the effective part of the Interest Rate Swap. The repayment of the financing to Rabobank amounted to EUR 2.5 million (2023: 1.25 million). Management has introduced in 2024 a group’s share option program for key management and other (senior) employees or other eligible persons. 97 16 Loans and borrowings Non-current liabilities 2024 2023 EUR 1,000 EUR 1,000 Secured bank loans 8.296 - Borrowings 431 247 Contingent consideration (earn-out) 1.159 1.614 Redeemable preference shares 7.956 7.524 Lease liabilities 4.241 4.536 22.083 13.921 Current liabilities 2024 2023 EUR 1,000 EUR 1,000 Current portion of secured bank loans 2.500 13.279 Borrowings 147 162 Current portion of contingent consideration (earn-out) 255 510 Current portion of lease liabilities 1.233 1.689 Bank overdrafts 40 1.265 4.175 16.905 * The comparative information is restated on account of correction of errors. See Note 2(f). As per 31 December 2024 there was no breach of covenants. The available headroom with regard to the covenants was limited. As per 31 December 2023, secured bank loans were classified as current because not all covenants were met. As a result the Company had not the right to defer settlement for at least twelve months. Reference is made to note 2f in this respect. Information about the Group’s exposure to interest rate, foreign currency and liquidity risk is included in note 21. Terms and repayment schedule The terms and conditions of outstanding loans are as follows: 98 CurrencNominal Face Carrying Face Carrying y interest value amount value amount rate 31 31 31 31 DecembeDecembeDecembeDecember 2024 r 2024 r r 2023 2023 % EUR 1,00EUR 1,00EUR 1,00EUR 1,000 0 0 0 Secured bank loan EUR 6.92% 10.850 10.796 13.350 13.279 Redeemable EUR 6.00% 7.956 7.956 7.542 7.542 cumulative preference shares Loans EUR 5% - 9% 578 578 409 409 Bankoverdraft 40 40 1.265 1.265 Total interest-bearing 19.424 19.370 22.566 22.495 liabilities Secured bank loan With the acquisitions of Euroscaffold and ASC Group, the company has entered into financing agreement with Rabobank as of March 31, 2023 of EUR 16.600 of which EUR 2.000 in the form of an overdraft facility. The loans of EUR 14.600 consist of two loans: • Loan I of EUR 11.250 • Loan II of EUR 3.350. Loan I of EUR 11.250 has a term of 5 years and repayment quarterly of EUR 625 for the first time as of September 30, 2023. The short-term portion amounts to EUR 2.500. Interest is based on 3-month EURIBOR with a variable surcharge of 3.00% to 3.75%- point depending on the Senior Net Debt / EBITDA ratio. Until the first measurement point after the end of the 3 rd quarter 2023, the mark-up is 3.75%-point. With respect to this financing, an interest rate SWAP was entered into to hedge the cash flow risk relating to the variable cash flows from the variable interest rate. By means of this interest rate swap, the variable 3-month EURIBOR has been hedged by a fixed at an interest rate of 3.17% until January 1, 2028. The interest rate is therefore 6.92% fixed. The fair value of the derivative is based on Level 1 inputs. Level 1 inputs are prices quoted in active markets (unadjusted) for identical assets or liabilities to which the entity has access at the measurement date. The effective portion of changes in the fair value of the derivative hedging instrument amounts to negative EUR 122 (2023: EUR 103) recognized in other comprehensive income and presented in the hedging reserve in equity. 99 Loan II of EUR 3.350 has a term of 5 years. The loan is repayable as lump sum at the end of the term on March 31, 2028. Interest is based on 3-month EURIBOR with a surcharge of 3.5% to 4.25%-points depending on the Senior Net Debt / EBITDA ratio. Until the first measuring point after the end of the 3 e quarter 2023, the mark-up is 4.25%-point. There is a mandatory additional (interim) repayment whereby 50% of the excess cash flow must be repaid until a leverage of < 2.0 is reached. The following collateral has been provided for the financing in favour of Rabobank: • first lien on all present and future operating assets; • first lien on all present and future inventory; • first lien on all present and future rights/claims; • first lien on all shares in the associates held by Alumexx N.V.; • joint and several liability of all Dutch companies belonging to the group. In addition, several non-financial and financial covenants have been agreed with Rabobank, including a non-withdrawal provision. No dividend may be paid if the Senior net debt / EBITDA ratio is or thereby becomes higher than 2.0. This also applies to the dividend on the redeemable cumulative preference shares. Furthermore the Company is not allowed to enter into new financing agreements exceeding EUR 150 per year and EUR 400 in total during the contractual terms of loans A and B. Lastly, related party transactions need to be conducted at arm's length. The financial covenants relate to Senior net debt / EBITDA ratio, Debt Service Coverage ratio, EBITDA Cover test ratio and Revenue Cover test ratio. Alumexx met all covenants as of December 31, 2023 with the exception of Debt Service Coverage ratio for the period January 1, 2023 to December 31, 2023. As per 31 December 2024 there was no breach of covenants. (reference is made to note 17) Contingent Consideration (earn-out) With respect to the acquisitions of Euroscaffold and ASC Group, a contingent consideration has been agreed with a maximum nominal value of EUR 2,550. The payment will be made in 5 instalments, depending on the annual consolidated EBITDA to be realized. The fair value of this contingent consideration as of March 31, 2023 amounted to EUR 1.998. Because the EBITDA for 2024 does allow a pay-out ratio of 50% and for 2025 the expected pay-out ratio amounts to 75% the fair value has been adjusted accordingly. The fair value at December 31, 2024 amounted to EUR 1.414. Of this amount, EUR 255 is presented as current. The fair value of the contingent consideration has been calculated using an interest rate of 8.8%. 100 Redeemable cumulative preference shares 2024 2023 EUR 1,000 EUR 1,000 Opening balance 7.524 - Proceeds from issue of redeemable cumulative preference shares - 7.200 Accrued dividend 432 324 Carrying amount at 31 December 7.956 7.524 The redeemable cumulative preference shares are classified as liability. During 2024 no preference shares were issued. During 2023, as part of the total consideration at the acquisitions of Euroscaffold and ASC Group, 9 redeemable preference shares were issued as fully paid with a par value of EUR 800 per share. (see note 7). The redeemable preference shares are mandatorily redeemable at par without a specified end date. The Group is obliged to pay holders of these shares’ annual dividends of 6% of the par amount and is accrued when not paid. Redeemable preference shares do carry one voting right each. 101 Reconciliation of movements of liabilities to cash flows arising from financing activities Liabilities Secured bank Contingent Redeemable Borrowings loans consideration cumulative preference shares Lease liabilities Total All amounts in thousands of euros Balance at 1 January 2024 13.279 2.124 7.524 409 6.225 29.561 Changes in financing cash flows: - - - - - • Proceeds from loans and borrowings - - - - 362 362 • Proceeds from lease liabilities - -2.500 -510 - - -3.010 • Repayment of borrowings - - - -229 -1.439 -1.668 • Payment of finance lease liabilities and RoU Total changes from financing -2.500 -510 - 133 -1.439 -4.316 cash flows Changes in fair value - -364 - - - -364 Other changes - - - - 294 294 Interest - 164 432 36 394 1.026 Amortised cost 17 - - - - 17 Balance at 31 December 2024 10.796 1.414 7.956 578 5.474 26.208 102 17 Loan covenant waiver The financial covenants relate to Senior net debt / EBITDA ratio, Debt Service Coverage ratio, EBITDA Cover test ratio and Revenue Cover test ratio. As per 31 December 2024 there was no breach of covenants. The available headroom with regard to the covenants was limited. As per 31 December 2023 the Debt Service Coverage ratio for the period January 1, 2023 to December 31, 2023 was not met. The covenant is stating that at the end of each quarter the Group’s Debt Service Coverage ratio must a minimum value of 1,2, otherwise the loan can become repayable on demand, subject to decision made by the bank. The bank can also request additional guarantees or change certain conditions. The Group did not meet its minimum threshold in the fourth quarter of 2023. However, management obtained a waiver from the bank on 15 March 2024 which extended until March 2024. Although the Company obtained the waiver before the issue of the financial statements 2023, the loan was recognised as current as per 31 December 2023 (see note 2f). 18 Share-based payment arrangement Description of the share-based payment arrangement At 31 December 2024, the Group has the following share-based payment arrangement. Share option programme (equity-settled) During the Annual General Meeting in June 2024, the Group established a share option programme that entitle key management, Employees and other Eligible persons to purchase shares in the Company. Under this programme, holders of vested options are entitled to purchase shares at the market price of the shares at the date of grant. Currently, this programme is limited to key management personnel and other (senior) employees. The key terms and conditions related to the grants under this programme are as follows; • The option pool cannot exceed 10% of the outstanding share capital • exercise price is the closing stock price before grant date • options can be conditional and unconditional • options vest 3 years after grant date • options can be exercised for 2 years following vesting date • all options are to be settled by physical delivery of shares. 103 Grand date/employee entitled Number of instrument s x 1,000 Vesting conditions Contractua l life of options Options granted to key management personnel On 1 October 2024 160.000 3 years’ service from grant date and subject to meeting specific non-market performance conditions 5 years Options granted to employees On 1 October 2024 260.000 3 years’ service from grant date 5 years Total share options 420.000 Measurement of fair values • Equity-settled share-based payment arrangement • The fair value of the share options has been measured using the Black-Scholes-Merton model. Service and non-market performance conditions attached to the transactions were taken into account in measuring fair value. • The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows: Key management employees personnel 2024 2023 2024 2023 EUR EUR EUR EUR Fair value at grant date 0,54 N/A 0,54 N/A Share price at grant date 1,25 N/A 1,25 N/A Exercise price 1,25 N/A 1,25 N/A Expected volatility (weighted-average) 46% N/A 46% N/A Expected life (weighted-average) 5 year N/A 5 year N/A Expected dividends 0% N/A 0% N/A Risk-free interest rate (based on 2,13% N/A 2,13% N/A government bonds) • Expected volatility has been based on an evaluation of the historical volatility of a peer group with the Company’s share included in the peer group, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on general option holder behaviour. 104 Reconciliation of outstanding share options The number and weighted average exercise prices of share options under share option programme were as follows: 2024 2023 Number of Number of options options x 1.000 x 1.000 Outstanding at 1 January - N/A Forfeiting during the year - N/A Exercised during the year - N/A Granted during the year 420 N/A Outstanding at 31 December 420 N/A Exercisable at 31 December - N/A The options outstanding at 31 December 2024 had an exercise price of EUR 1,25 (2023: N/A) and a weighted-average contractual life of 3 years (2023: N/A). Expense recognised in profit or loss For details on the related employee benefit expenses, see note 24. 19 Trade and other payables 2024 2023 EUR 1,000 EUR 1,000 Trade payables 3.028 2.836 Accrued expenses 315 281 Trade payables due to related parties 248 - Trade payables 3.591 3.117 Interest rate swaps used for hedging 122 103 Employee related accruals 217 174 Taxes and social securities 269 226 Other payables 608 503 4.199 3.620 Non-current 122 103 Current 4.077 3.517 4.199 3.620 Information about the Group’s exposure to currency and liquidity risk is included in note 21. 105 20 Provisions Warranties Total EUR 1,000 EUR 1,000 Balance at 1 January 2024 173 173 Provisions made during the year 64 67 Provisions used during the year -64 -67 Provisions reversed during the - - year Balance at 31 December 2024 173 173 Warranties The provision for warranties relates mainly to climbing materials sold from 2020 to 2024. In general the warranty term is 5 years. The provision has been estimated based on historical warranty data associated with similar products. The Group expects to settle the majority of the liability over the next year. 21 Financial instruments – fair values and risk management Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. 31 December 2024 Fair value Fair value – Financial Other Total Level 1 Level 2 Level 3 Total hedging assets at financial instruments amortised liabilities cost EUR 1,000 EUR 1,000 EUR 1,000 EUR 1.000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Financial assets not measured at fair value Trade and other receivables 10 - 3.074 - 3.074 - - - - Cash and cash equivalents 13 - 125 - 125 - - - - - 3.199 - 3.199 - - - - Financial liabilities measured at fair value Interest rate swaps used for hedging 11 122 - - 122 122 - - 122 Contingent consideration (earn-out) 16 - - 1.414 1.414 - - 1.414 1.414 122 - 1.414 1.536 122 1.414 1.536 Financial liabilities not measured at fair value Bank overdrafts 16 - - 40 40 - - - - Secured bank loans 16 - - 10.796 10.796 - - - - Redeemable preference shares 16 - - 7.956 7.956 - - - - Loans and borrowings 16 - - 578 578 - - - - Trade and other payables 19 - - 4.199 4.199 - - - - - - 23.569 23.569 - - - - 107 31 December 2023 Fair value Fair value – Financial Other Total Level 1 Level 2 Level 3 Total hedging assets at financial instruments amortised liabilities cost EUR 1,000 EUR 1,000 EUR 1,000 EUR 1.000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Financial assets not measured at fair value Trade and other receivables 10 - 3.197 - 3.197 - - - - Cash and cash equivalents 13 - 1.118 - 1.118 - - - - - 4.315 - 4.315 - - - - Financial liabilities measured at fair value Interest rate swaps used for hedging 11 103 - - 103 103 - - 103 Contingent consideration (earn-out) 16 - 2.124 2.124 - - 2.124 2.124 103 - 2.124 2.227 103 - 2.124 2.227 Financial liabilities not measured at fair value Bank overdrafts 16 - - 1.265 1.265 - - - - Secured bank loans 16 - - 13.279 13.279 - - - - Redeemable preference shares 16 - - 7.524 7.524 - - - - Loans and borrowings 16 - - 409 409 - - - - Trade and other payables 19 - - 3.620 3.620 - - - - - - 26.097 26.097 - - - - 108 Measurement of fair values Valuation techniques and significant unobservable inputs The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, for financial instruments measured at fair value in the statement of financial position, as well as the significant unobservable inputs used. Related valuation processes are described in Note 2. Financial instruments measured at fair value Type Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement Contingent consideration Discounted cash flows: The valuation model considers the present value of the expected future payments, discounted using a risk-adjusted discount rate. The expected payment is determined by considering the possible scenarios of forecast EBITDA, the amount to be paid under each scenario and the probability of each scenario. — Expected EBITDA (31 December 2024: EUR 5.500 - EUR 6.000). — Risk-adjusted discount rate (31 December 2024: 8,8%). The estimated fair value would increase (decrease) if: — the expected cash flows were higher (lower); or — the risk-adjusted discount rate were lower (higher). Interest rate swaps Swap models: The fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Group and of the counterparty; this is calculated based on credit spreads derived from current credit default swap or bond prices. Not applicable. Not applicable. 109 Financial instruments not measured at fair value Type Valuation technique Other financial liabilities Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. * Other financial liabilities include secured loans and redeemable cumulative preference shares. Level 3 fair values Reconciliation of Level 3 fair values The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values. Contingent consideration EUR 1,000 Balance at 1 January 2023 315 129 Accretion of interest -315 Paid on the contingent consideration Addition due to business acquisitions 1.998 Other movements -3 Balance at 31 December 2023 2.124 Balance at 1 January 2024 2.124 -364 Net change in fair value included in finance income 169 Accretion of interest included in finance income Paid on the contingent consideration -510 Other movements -5 Balance at 31 December 2024 1.414 There have been no transfers among Level 1, Level 2 and Level 3 during each of the years presented above. 110 Sensitivity analysis The fair values of contingent consideration is mainly impacted by the expected future EBITDA. The fair value as per 31 December 2024 is adjusted in this respect. Financial risk management The Group has exposure to the following risks arising from financial instruments: — credit risk; — liquidity risk; — market risk. Risk management framework The Management Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group Supervisory Board oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. The carrying amounts of financial assets represents the maximum credit exposure. Impairment losses on financial assets recognised in profit or loss were as follows: 2024 2023 EUR 1,000 EUR 1,000 Impairment loss on trade receivables 10 166 10 166 Trade receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence 111 the credit risk of its customer base, including the default risk associated with the industry in which customers operate. The Management Board has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. For most of the new customers prepayments are requested. Sale limits are established based on payment experience with the customer. Any sales exceeding those limits require approval from the Management Board. The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one month in general. To further reduce the risk a discount is offered in case of early payment. Most the Group’s customers who buy on credit have been transacting with the Group for over several years, and none of these customers’ balances have been written off or are credit-impaired at the reporting date. In monitoring customer credit risk, customers are reviewed individually based on trade history with the Group and existence of previous financial difficulties. The Group does not require collateral in respect of trade and other receivables. The group does not have trade receivable for which no loss allowance is recognised because of collateral. At 31 December 2024, the carrying amount of the receivable from the Group’s most significant customer (a Dutch wholesale online platform) was less than 0.5% of the Groups total revenue. Trade receivables comprise a very large number of small balances from individual customers. Expected credit loss assessment for individual customers The Group assesses its larger trade receivables (above EUR 25) on an individual basis. To measure the ECLs of trade receivables from the remaining individual customers, which comprise a very large number of small balances 1% (2023: 1%) of the outstanding balance (including the larger trade receivables) is provided as ECL. This risk percentage is based on historical data. Movements in the allowance for impairment in respect of trade receivables The movement in the allowance for impairment in respect of trade receivables during the year was as follows. 2024 2023 EUR 1,000 EUR 1,000 Balance at 1 January 256 - Amounts written off -81 - Acquired through business combinations - 90 Net remeasurement of loss allowance 10 166 Balance at 31 December 185 256 112 Trade receivables with a contractual amount of EUR nil written off during 2024 are still subject to enforcement activity. Cash and cash equivalents The Group held cash and cash equivalents of EUR 125 at 31 December 2024 (2023: EUR 1,118). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AA+, based on rating agency ratings. Impairment on cash and cash equivalents has been measured at zero. Derivatives The derivatives are entered into with bank and financial institution counterparties, which are rated AA- to AA+, based on rating agency ratings. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group aims to maintain the level of its cash and cash at an amount to meet the repayment schedule of the secured bank loans in excess of expected cash outflows on the operations. As part of the credit facility the Group must every calendar year demonstrate a 5 day in a row positive bank balance at the bank accounts with the bank which provided the secured bank loan. For 2024 this has been fulfilled. There is no restricted cash within the Group. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables as main indicator for the working capital not considering inventory. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, the Group maintains the following lines of credit. — EUR 2 million overdraft facility that is attached to the secured bank loan agreement. Interest would be payable at the rate of 1 month Euribor plus 190 basis points (2023: Euribor plus 190 basis points). 113 Exposure to liquidity risk The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and excluding the impact of netting agreements. 31 December 2024 Carrying amount Total 1 year 1 - 5 years More than 5 years or less EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Non-derivative financial liabilities Contingent consideration 1.414 1.658 255 1.403 - (earn-out) Bank overdraft 40 40 40 - - Secured bank loans 10.796 12.324 3.164 9.160 - Redeemable preference 7.956 7.956 - - 7.956 shares Borrowings 578 654 185 391 78 Lease liabilities 5.475 6.099 2.034 4.065 - Trade payables and other 4.199 4.199 4.199 - - payables 30.459 32.931 9.878 15.019 8.034 Derivative financial liabilities Interest rate swaps used 122 122 122 - - for hedging 122 122 122 - - 114 31 December 2023 Carrying amount Total 1 year 1 - 5 years More than 5 years or less EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Non-derivative financial liabilities Contingent consideration 2.550 510 2.040 - (earn-out) 2.124 Bank overdraft 1.265 1.265 1.265 - - Secured bank loans * 13.279 13.350 13.350 - - Redeemable preference 7.524 7.524 - - 7.524 shares Borrowings 409 551 174 288 89 Lease liabilities 6.325 7.238 1.785 5.446 7 Trade payables and other 3.517 3.517 - - payables 3.620 34.546 35.995 20.601 7.774 7.620 Derivative financial liabilities Interest rate swaps used 103 103 - - for hedging 103 103 103 103 - - * The comparative information is restated on account of correction of errors. See Note 2(f). The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and 115 gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement. As disclosed in Notes 16, the Group has a secured bank loan that contains loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. Under the agreement, the covenant is monitored and reported on a quarterly basis by the finance department and reported to management to ensure compliance with the agreement. The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. The future cash flows on contingent consideration (see note 16) and derivative instruments may be different from the amount in the above table as interest rates and exchange rates or the relevant conditions underlying the contingency change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. The trade debtors of the Company are used for managing the financial liability. The group reviews on regular basis that the trade debtors are in line with the trade creditors for both amount and maturity. Market risk Market risk is the risk that changes in market prices – e.g. as foreign exchange rates, interest rates and commodity (e.g. aluminium) prices – will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group uses no derivatives to manage market risks. Under certain conditions purchase prices are agreed with suppliers for a period for 3 – 12 months. All such transactions are carried out within the guidelines set by the Management Board. Generally, the Group does not apply hedge accounting to manage volatility in profit or loss except for the interest rate swap. Currency risk The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the euro. The currencies in which these transactions are primarily denominated are EUR and for an insignificant part based on USD. Therefore, there is no Group’s risk management policy applicable and management did not designate any net positions in a hedging relationship. Interest rate risk The Group adopts a policy of ensuring that 100% of its interest rate risk exposure is at fixed rate. This is achieved by entering into fixed-rate instruments and by borrowing at a 116 floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to movements in interest rates. The Group applies a hedge ratio of 1:1. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts. The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows of the hedged item using the hypothetical derivative method. In these hedge relationships, the main sources of ineffectiveness are: — the effect of the counterparty’s and the Group’s own credit risk on the fair value of the swaps, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in interest rates; and — differences in repricing dates between the swaps and the borrowings. Exposure to interest rate risk The interest rate profile of the Group’s interest-bearing financial instruments as reported to management of the Group is as follows: Carrying amount 2024 2023 EUR 1,000 EUR 1,000 Variable rate instruments Financial liabilities 10.796 13.279 Effect of interest rate swaps 122 103 10.918 13.382 Cash flow hedges At 31 December 2024, the Group held a interest rate SWAP with respect to secured bank loan. This SWAP was entered into to hedge the cash flow risk relating to the variable cash flows from the variable interest rate. By means of this interest rate swap, the variable 3-month EURIBOR has been hedged by a fixed at an interest rate of 3.17% until January 1, 2028. The interest rate is therefore 6.92% fixed. 117 The hedged position is every quarter updated with the repayments of EUR 625 per quarter. As a result the hedge is 100% effective. The instruments used by the Group have a negative fair value of EUR 122 as per 31 December 2024 (2023: 103). The change in the fair value was fully recognised in OCI. The maturity of the financial instruments ends in 2028. See note 14 for the movement schedule. 22 Revenue A. Revenue streams The Group generates revenue primarily from the sale of climbing materials to its customers. Other sources of revenue include inspection of climbing materials. Total 2024 2023 EUR 1,000 EUR 1,000 Revenue from contracts 39.095 34.643 with customers Other revenue 54 34 Total revenue 39.149 34.677 B. Disaggregation of revenue from contracts with customers In the following table, revenue from contracts with customers is disaggregated by primary geographical market and channels of revenue recognition. 118 2024 2023 In % In % of of total total (customers with orders above EUR 5 per year) Primary geographical markets Domestic 56% 49% Germany 7% 6% Belgium 9% 8% Other EU 10% 8% Non EU 1% 3% Sub total 83% 74% Customers with orders below 17% 26% 2EUR 5 per yearTotal 100% 100% Revenue channels Dealers / direct customers 89% 90% Own online platforms 8% 6% Third party online platforms 3% 4% Total 100% 100% 2 Mainly located in the Benelux 119 C. Performance obligations and revenue recognition policies Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a good or service to a customer. The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies. Type of product/ Nature and timing of satisfaction of Revenue recognition policies service performance obligations, including significant payment terms Sale of climbing Customers obtain control of products Revenue is recognised when the control is materials when the goods are dispatched from transferred to the customer. For contracts the Group’s warehouse. Invoices are that permit the customer to return an item, generated and revenue is recognised revenue is recognised to the extent that it at that point in time. Invoices are is highly probable that a significant usually payable within 30 days. In reversal in the amount of cumulative some cases, early payment is awarded revenue recognised will not occur. with an additional discount. Contracts permit the customer to return an item.Construction of The Group builds special products (such Revenue is recognised over time based custom-made special as custom-made bridges, staircases, on the cost-to-cost method. The related products etc) for customers based on their costs are recognised in profit or loss designs and on their requirements. when they are incurred. Each project commences on receipt of Advances received are included in 3a prepayment from a customer and its contract liabilities.length depends on the complexity of the design. However, projects usually do not extend beyond six months. Inspection services Invoices for inspection services are issued Revenue is recognised over time as the on a monthly basis and are usually services are provided. The stage of payable within 30 days. completion for determining the amount of revenue to recognise is assessed In general the services do not extend based on surveys of work performed. beyond one week.If the services under a single arrangement are rendered in different reporting periods, then the consideration is allocated based on their relative stand-alone selling prices. The stand-alone selling price is determined based on the list prices at which the Group sells the services in separate transactions. 3 As per yearend there were no contract assets and liabilities recognised. 120 23 Other expenses 2024 2023 EUR 1,000 EUR 1,000 Housing cost 931 622 Rental and maintenance cost of tools and machinery 197 273 Marketing and selling expenses 2.650 2.399 Cars and internal transport cost 348 278 General and administrative cost 1.338 909 5.464 4.481 General and administrative cost increased due to the first-year audit cost of KPMG including audit of the Business combinations and 2024 opening balance. Reference is made to note 53 of the Company only financial statements. 24 Employee benefit expenses 2024 2023 EUR 1,000 EUR 1,000 Wages and salaries 3.629 2.430 Social security contributions 647 439 Contributions to defined contribution plans 281 217 Board compensation 477 353 Other expenses incl. insourced indirect staff 1.281 927 Equity-settled share-based payments 17 - 6.332 4.366 During the 2024 financial year, the average number of staff employed by the Company, converted into full-time equivalents, amounted to 71 people (2023: 65 people). All employees were employed in the Netherlands at the following locations: 2024 2023 In FTE In FTE North (Krommenie) 45 43 Mid (Rotterdam) 1 - South (Etten-Leur) 25 22 71 65 Commitments for contributions to defined-contribution pension plans are recognised as an expense in the statement of profit or loss when they are due. The unpaid pension premiums recognised in the statements of financial position amounts to EUR 51 (2023: EUR 76) 121 25 Net finance costs 2024 2023 EUR 1,000 EUR 1,000 • Interest and similar income 12 - • Income from Interest Rate Swap 51 - • Change in fair value of contingent consideration 364 - Total interest income arising from financial assets 427 - Financial liabilities not measured at FVTPL – interest expense and similar cost 1.924 1.567 Financial liabilities measured at FVTPL – interest expense 169 126 Finance costs – other 2.093 1.693 Net finance costs recognised in profit or loss 1.666 1.693 26 Income taxes Amounts recognised in profit or loss 2024 2023 * EUR 1,000 EUR 1,000 Current tax expense Current year -1.029 -1.013 Changes in estimates related to prior years - -1.029 -1.013 Deferred tax expense Origination and reversal of temporary differences 755 740 Change in tax rate - - Recognition of previously unrecognised tax losses - - Other items 17 755 757 Tax expense -274 -256 * The comparative information is restated on account of correction of errors. See Note 2(f). Amounts recognised in OCI 2024 2023 Before Tax Net of Before Tax Net of tax tax (expensetax tax (expense) ) benefit benefit 122 EUR 1,00EUR 1,00EUR 1,00EUR 1,00EUR 1,00EUR 1,000 0 0 0 0 0 Items that will not be N/A reclassified to profit or N/A N/A N/A N/A N/A loss Items that are or may be reclassified subsequently to profit or loss Cash flow hedge reserves 122 - 122 103 - 103 122 - 122 103 - 103 Reconciliation of effective tax rate 2024 2023 Restated % EUR 1,000 % EUR 1,000 Profit before tax 916 472 Tax using the Company’s domestic tax 25,8% 236 25,8% 122 rate Effect of tax rates in foreign jurisdictions -0,7% -6 - - Reduction in tax rate Tax effect of: 19,0% 174 15,0% 71 • Non-deductible expenses -3.8% -35 11,9% 56 • Step-up tax rate -0,5% -5 - - • Tax incentives -10,3% -94 - - • Non-taxable results Change in estimates related to prior years 0,4% 4 1,5% 7 29,9% 274 54,2% 256 * The comparative information is restated on account of correction of errors. See Note 2(f). 123 Movement in deferred tax balances 2024 Net RecogniseNet Deferred Deferred balance at d in profit balance at tax assets tax 1 January or loss 31 liabilities December EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Property, plant and equipment -74 14 -60 - 60 (including right-of-use assets) Intangible assets -1.798 250 -1.548 - 1.548 Loans and borrowings (including 19 12 31 31 - lease liabilities) Carry forward tax loss 42 350 392 392 - Tax assets (liabilities) before set--1.811 626 -1.185 off Set off of tax -423 423 Net tax assets (liabilities) - -1.185 124 2023 * Net RecogniseAcquired Net Deferred Deferred balance at d in profit in balance at tax assets tax 1 January or loss 31 liabilities business December combinations (note 7) EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Property, plant and equipment -77 3 - -74 - -74 (including right-of-use assets) Intangible assets 48 745 -2.591 -1.798 - -1.798 Loans and borrowings (including - 19 - 19 19 - lease liabilities) Carry forward tax loss 69 -27 - 42 42 - Tax assets (liabilities) before set-40 740 -2.591 -1.811 61 -1.872 off Set off of tax - - Net tax assets (liabilities) 61 -1.872 * The comparative information is restated on account of correction of errors. See Note 2(f). 125 Unrecognised deferred tax assets The Group has no unrecognised deferred tax assets. Tax losses carried forward Recognised tax losses carried forward expire as follows: 2024 Expiry date 2023 Expiry date EUR 1,000 EUR 1,000 Expire - - Never expire 2.054 199 The tax loss carried forward mainly relates to the fiscal unity of Alumexx NV, Alumexx BV and van den Heuvel Alu Products B.V.. The loss carried forward amounts to EUR 2.054. Management continues to consider it probable that future taxable profits would be available against which the tax losses can be recovered and, therefore, the related deferred tax asset can be realised. Fiscal unity Alumexx N.V. is the head of the fiscal unity for income taxes. The fiscal unity consists of the companies Alumexx N.V., Alumexx B.V. and van den Heuvel Alu Products B.V. T & C Europe B.V. is the head of the fiscal unity for income taxes. The fiscal unity consists of the companies T & C Europe B.V. and Connecting, Constructie- en Technische Handelsonderneming B.V. 27 Earnings per share Basic earnings per share The calculation of basic earnings per share (‘EPS’) has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding. 126 Profit (loss) attributable to ordinary shareholders (basic) 2024 2023 EUR 1,00EUR 1,000 0 Profit (loss) attributable to 642 216 ordinary shareholders Weighted-average number of ordinary shares (basic) 2024 2023 x 1,000 x 1,000 Issued ordinary shares at 1 January 14.846 11.146 Effect of treasury shares held - - Effect of share options exercised - - Effect of shares issued related to a business combination - 2.775 Weighted average number of ordinary shares at 31 December 14.846 13.921 Diluted earnings per share The calculation of diluted earnings per share (‘EPS’) has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. Profit (loss) attributable to ordinary shareholders (diluted) 2024 2023 EUR 1,00EUR 1,000 0 Profit/(loss) attributable to 642 216 ordinary shareholders (diluted) At 31 December 2024, 420.000 options (2023: N/A) were excluded from the diluted weighted- average number of ordinary shares calculation as their effect would have been anti-dilutive. The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the year during which the options were outstanding. 127 28 Earnings before interest, tax, depreciation and amortisation (EBITDA) Management has presented the performance measure EBITDA because it monitors this performance measure at a consolidated level and it believes that this measure is relevant to an understanding of the Group’s financial performance. EBITDA represents an indication of the operating cash flow. EBITDA is also a key measure used for covenant reporting. EBITDA is calculated by increasing operating profit with depreciation, amortisation, and impairment losses/reversals related to goodwill, intangible assets, property, plant and equipment. EBITDA is not a defined performance measure in IFRS. The Group’s definition of EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities. Reconciliation of EBITDA to operating profit 2024 2023 EUR 1,000 EUR 1,000 Operating profit 2.582 2.165 Adjustments for: • Depreciation 2.105 1.592 • Amortisation 1.088 855 EBITDA 5.775 4.612 The comparative information is restated on account of correction of errors. See Note 2f. 29 Leases Leases as lessee The Group leases several warehouses, factory facilities, production and transport equipment. The leases typically run for a period of five - seven years, with an option to renew the lease after that date. The warehouse, factory, production and transport leases were entered into as per 1 April 2023 when ASC Group and Euroscaffold were acquired as combined leases of land and buildings. The Group leases IT and office equipment with contract terms of one to three years. These leases are short-term and/or leases of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases. Information about leases for which the Group is a lessee is presented below. 128 Right-of-use assets Right of use assets are presented as a separate line item in the financial statements and not presented as property, plant and equipment. Land and Production Transport Total buildings equipment equipment 2024 Balance at 1 January 4.302 729 1.115 6.146 Depreciation charge for the year -1.062 -170 -298 -1.530 Additions to right-of-use assets 333 275 93 701 Derecognition of right-of-use assets - - - - Balance at 31 December 3.573 834 910 5.317 Land and Production Transport Total buildings equipment equipment 2023 Balance at 1 January 646 - - 646 Depreciation charge for the year -834 -127 -204 -1.165 Additions to right-of-use assets 8 - 114 122 Business combinations 4.482 856 1.205 6.543 Derecognition of right-of-use assets - - - - Balance at 31 December 4.302 729 1.115 6.146 Amounts recognised in profit or loss 2024 2023 EUR 1,000 EUR 1,000 Interest on lease liabilities 477 339 Real estate expenses relating to short-term leases and leases 175 of low-value assets 307 Other expenses relating to short-term leases and leases of low-- value assets 7 Amounts recognised in statement of cash flows 2024 2023 EUR 1,000 EUR 1,000 Total cash outflow for leases 2.056 1.467 129 Extension options For most assets, except for the rental of buildings, no extension options are available or are not used because the initial contract term is in line with the economic life. For the buildings which the Group is renting, substantially all rental contracts have a five year extension option. These five years can subsequently be extended by another five year without an ultimate lease end date. The extension can be cancelled by the lessor end lessee with a notice period of one year. The majority of the current lease contracts ends at 31 March 2028. Every extension option will be evaluated individually. Based on the (market) circumstances at that time decisions will be made with regard to the extension options. Based on the lease contracts in place and based on current lease prices, a one year extension will have a financial impact of EUR 1.2 million per year. 30 Commitments During 2024, the Group entered into a contract to purchase minimum tonnes of raw materials. Of this contract the open position as per 31 December 2024 amounted to EUR 2.5 million. For these contracts the own use exemption is applied. 31 Contingent assets and liabilities Connecting, Constructie- en Technische Handelsonderming B.V. (hereafter: CCTH) has receivables on a counterpart amounting to EUR 106K. The credit risk on this receivable is high and therefore it is already provided for in the past. CCTH started a debt collection procedure to collect the outstanding amount. Based on legal advice and to strengthen its case, CCTH purchased in 2024 from related parties receivables with a nominal value amounting to EUR 630 for a symbolic amount. As per the current situation the valuation of these receivables in the financial statements is EUR nil. Based on legal advice CCTH considers it possible that the outcome of the collection procedure may be positive, to a certain extend. Depending on the outcome of the collection procedure further actions will be considered. As per balance sheet date there were no lawsuits or other contingent liabilities. 130 32 Related parties Transactions with key management personnel Key management personnel compensation Key management personnel compensation comprised the following: 2024 2023 CEO CFO Total CEO CFO Total EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Short-term employee 300 112 412 300 - 300 benefits Cost compensation 60 23 83 60 - 60 Long-term benefits - - - - - - Termination benefits - - - - - - Share-based payments 4 3 7 - - - 364 138 502 360 - 360 During the Annual General Meeting the Management Board was extended with a new position. Mr. Hakvoort has been appointed CFO starting from 1 July 2024 for a period of 4 years. From 1 January 2024 until 30 June 2024 Mr. Hakvoort was engaged as financial consultant. The cost relating to the consulting services are recognised and not included in the table above. The Management Board receives no short-term or longer term bonusses. The Management Board has no pension rights or post-employment benefits. The remuneration also includes employee options granted (refer to note 18) Management Board amounting to EUR 7 (2023: N/A). The Supervisory Board members received the following compensation 2024 2023 Mr. den Mr. Vrielink Ms. Mr. den Mr. Vrielink Ms. Bezemer Bezemer van Lier van Lier EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Compensation 24 20 20 28 25 - During the Annual General Meeting the Supervisory Board was extended with a new position. Vanessa van Lier has been appointed Supervisory Board member starting from 1 July 2024 for a period of 4 years. From 1 January 2024 until 30 June 2024 Ms. van Lier was candidate Supervisory Board member. The remuneration includes the candidate period. 131 The Supervisory Board receives no other renumeration except for compensation of out-of- pocket expenses. The Supervisory Board is not entitled to the Stock Option Plan. No loans, advances and guarantees have been granted by the Company to the Key employees Key management personnel transactions Mr. van den Heuvel, the CEO of the Company controls 25% of the voting shares of the Company. Mr. van den Heuvel hold positions in other companies that result having control or significant influence over these companies. A number of these companies transacted with the Group during the year. The terms and conditions of these transactions were no more favourable than those available, or which might reasonably be expected to be available, in similar transactions with non-key management personnel related companies on an arm’s length basis. The aggregate value of transactions and outstanding balances related to key management personnel and entities over which they have control or significant influence were as follows. Transaction Transaction values for Balance outstanding the as at 31 December year ended 31 December 2024 2023 2024 2023 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Positive = revenue Positive = receivable A-Colibus Holding ( owning all real estate (i)& -334 -134 57 7 companies , HZW Constructions BV and Cavel 4(ii) Holding )v.d. Heuvel Alu Onroerend Goed I B.V. - v.d. (ii) -611 -333 171 130 5Heuvel Alu Onroerend Goed VI B.V.ASC Cleanrooms (iii) -27 - - ASC Rent ( Rotterdam ) (iv) 122 - 4 - ASC Rent Portugal Lda (iv) - - Algarclimbers Lda Portugal (iv) 101 - 24 - Allworx BV (v) -753 - -127 - Allworx BVBA België (v) - -53 - ASC Products B.V. (v) -542 -1.979 - ASC Management (i) -300 - -30 - Cavel Holding ( holding hospitality ; The Mayor , (vi) -14 - - De Hoge Neer , Scandalbar , Marktzicht en Den Ouwe Brug ) HZW Constructions B.V. (vii) -383 -287 -38 31 Quick Rentals ( XXL ) (iv) 4 - - (i) Management fee (ii) Rental of real estate and earn-out 4 Including earn-out payment 5 Including deposit paid to related party regarding rental 132 (iii) Building & construction services (iv) Purchase of climbing products (v) Hiring temporary workers (vi) Catering and hospitality (vii) Leasing & maintenance of cars and trucks Other related party transactions As other related parties are identified the selling shareholders of Euroscaffold; Mr. F. van der Weide and Mr. M. Hakvoort. Both are board members of Alumexx BV, which is the managing director of all other subsidiaries of the Group. Mr. van der Weide and Mr. Hakvoort control both 12.5% of the voting shares of the Company each. Mr. van der Weide and Mr. Hakvoort hold positions in other companies that result in them having control or significant influence over these companies. A number of these companies transacted with the Group during the year. The terms and conditions of these transactions were no more favourable than those available, or which might reasonably be expected to be available, in similar transactions with non-key management personnel related companies on an arm’s length basis. The aggregate value of transactions and outstanding balances related to key management personnel and entities over which they have control or significant influence were as follows. Transaction Transaction values for the Balance outstanding year ended 31 December as at 31 December 2024 2023 2024 2023 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Management Support B.V. (i) 210 208 - 61 JRL B.V. (i) 270 253 - 61 6Noordervaartdijk 15 B.V.(ii) 918 402 367 366 (i) Management fee (ii) Rental of real estate and earn-out. 6 Including earn-out payment and deposit paid to related party regarding rental 133 33 Subsequent events - Acquisition of DeSteigerConcurrent B.V. (hereafter: DSC) On 1 February 2025 Alumexx Acquired 51% of the shares in DSC and gained control. DSC is online dealer of climbing materials of several trademarks. Besides the trademarks of Alumexx Group DSC also sells Altrex, Fakro and Little Jumbo. The provisional purchase price allocation has not been performed yet. The acquisition did not result in cash out flow. The consideration will approximately amount to EUR 200 consisting of negative net balance of the assets and liabilities acquired. Currently the purchase price allocation has not been performed. - During the first quarter 2025 the Company was not able to meet the covenants due to head wind with respect to sales and higher operating expenses compared to expectations. As a result, EBITDA in the first quarter of 2025 was lower than forecasted. For the first quarter 2025 the Company received a waiver of the Rabobank. In the first quarter 2025, the Company did repay the instalment of EUR 625 in accordance with the secured bank loan agreement. 134 Alumexx N.V. Company only report 135 Separate statement of financial position as at 31 December 2024 (Before appropriation of result) 2024 2023 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Fixed assets Financial fixed assets 37 29.582 27.445 Total fixed assets 29.582 27.445 Current assets Trade and other receivables 38 2.963 3.859 Cash and cash equivalents 39 2 50 Total current assets 2.965 3.909 Total assets 32.547 31.354 Shareholders’ equity 40 Issued share capital 1.484 1.484 Share premium 20.435 20.435 Hedging reserve -122 -103 Other reserves -17.539 -17.793 Net result for the year 642 216 4.900 4.239 Non-current liabilities 41 17.411 9.138 Current liabilities 42 10.236 17.977 Total equity and liabilities 32.547 31.354 The notes are an integral part of these separate financial statements. * The comparative information is restated on account of correction of errors. See Note 2(f) and 35. 136 Separate profit and loss account 2024 2024 2023 Note EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Other expenses 45 345 108 Total operating expenses 345 108 Operating result -345 -108 Interest income and similar income 46 540 243 Interest expenses and similar charges 47 -1.735 -1.269 -1.195 -1.026 Result before tax -1.540 -1.134 Tax on result 48 339 -28 Share of result from participating interests 49 1.843 1.378 Result after tax 642 216 The notes are an integral part of these separate financial statements. * The comparative information is restated on account of correction of errors. See Note 2(f) and 35. 137 Notes to the separate financial statements for the year ended 31 December 2024 34 General These separate financial statements and the consolidated financial statements together constitute the statutory financial statements of Alumexx N.V. (hereafter: ‘the Company’). The financial information of the Company is included in the Company’s consolidated financial statements, as presented on pages 53 to 133. The figures for 2023 have been aggregated in order to enable comparability with 2024. It concerns the following aggregations: Comparatives 2024 Original 2023 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Investments in subsidiaries 13.610 Deferred tax assets 41 Financial fixed assets 13.814 Financial fixed assets 13.814 13.651 Receivables on group companies 3.688 Trade and other current receivables 171 Trade and other receivables 3.859 Trade and other receivables 3.859 3.859 Other changes in the comparative amounts relate to corrections of errors. See note 35 for further explanation. 35 Correction of errors Correction of Intangible fixed assets presented separately The intangible fixed assets (including goodwill) were presented separately in the balance sheet following the acquisitions of ASC Group and Euroscaffold in 2023. According to the equity method applied the intangible fixed assets are part of the equity value, presented as financial fixed assets. The amount of the intangible fixed assets and deferred tax liability per 31 December 2023 has been reduced by EUR 15.762 and EUR 2.308 respectively with a corresponding effect on financial fixed assets. The amortization related to these intangibles for the period 2023 has been reduced by 997 with a corresponding effect on the share of result from participating interests. The error has been corrected by restating each of the affected financial statement line items for prior periods. Correction on Purchase Price Allocation 138 The correction in the consolidated financial statements (see note 2(f)) regarding the purchase price allocation of the acquisition of Euroscaffold and ASC, has a positive impact on the Share of result from participating interests amounting to EUR 177 and net result by the same amount. Current / non-current distinction of secured bank loans As disclosed in Note 16 of the consolidated financial statements, the Group has a secured bank loan that is subject to specific covenants. This liability is classified as non-current in 2023 Financial Statements although the Company was subject to a breach of the related covenants. According to the loan agreement such a breach may require the Company to repay the liabilities earlier than the contractual maturity dates. In 2024 the Company assessed the impact of the amendments on IAS 1 related to the classification of these liabilities and disclosures. Based on this assessment the Company concluded that under the amended IAS 1 the non-current part of the secured bank loan should be classified as current because the Company has not the right to defer settlement for at least twelve months after reporting date. When analysing the background of the amendments on IAS 1 the Company concluded that under the previous version of IAS 1 the liability also should have been accounted as current. Therefore, in the comparative figures the current liabilities increased and the non-current decreased with EUR 10.779. There is no impact on total equity. The error in classification between non-current and current of the secured bank loan has also an impact on the liquidity risk. The liquidity risk as per 31 December 2023 was higher than presented because the current liabilities increased. As a result, the risk of default based on legal requirements was higher than disclosed as per 31 December 2023. Because the Company obtained a waiver from the bank after 31 December 2023 and before issue of the financial statements, the risk of default was reduced. The fact that the waiver was obtained was included in the subsequent events paragraph of the financial statements. Recognition of revenue understated In 2023 for an amount of EUR 313 sales orders were concluded for Connecting, Constructie- en Technische Handelsonderneming B.V. These sales orders were for a substantial amount ready for transport to the customer but not yet dispatched from the production facilities. Therefore, it was considered for the 2023 financial statements that control was not transferred to the customer, hence revenue was not recognised in 2023 but postponed to 2024. However, based on the shipment terms of these sales orders, control was transferred at the moment that the goods were ready for transportation. As a result, revenue should have been recognised in the financial year 2023 instead of 2024. The correction of these sales orders resulted in an increase of revenue in 2023 amounting to EUR 313 with a corresponding increase of trade receivables (EUR 278) and other receivables (EUR 35). The inventory and cost of sales has to be adjusted accordingly for an amount of EUR 94. As a result, profit before tax increased by EUR 219 which resulted in an additional tax charge amounting to EUR 56. The net impact of this correction resulted in an increase of net profit for the period by EUR 163. This correction has a positive impact on the Share of result from participating interests the net result amounting to EUR 163, which increases by the same amount. has a positive impact on the Share of result from participating interests amounting to EUR 177 and net result by the same amount. 139 The following tables summarise the impacts on the company’s separate financial statements. Separate statement of financial position 31 December 2023 As previously reported Adjustment s As restated EUR 1,000 EUR 1,000 EUR 1,000 Intangible fixed assets 15.762 -15.762 0 Financial fixed assets 13.651 13.794 27.445 Total fixed assets 29.413 -1.968 27.445 Loans and borrowings (non-current) 19.917 -10.779 9.138 Loans and borrowings (current) 7.198 10.779 17.977 Deferred tax liabilities 2.308 -2.308 0 Total liabilities 29.423 -2.308 27.115 Undistributed results -124 340 216 Total equity 3.899 340 4.239 Separate profit and loss account 2024 For the year ended 31 December 2023 As previously reported Adjustments As restated EUR 1,000 EUR 1,000 EUR 1,000 Amortization -997 997 0 Tax on result 236 -264 -28 Share of result from participating interests 1.771 -393 1.378 Profit -124 340 216 140 36 Basis of preparation These separate financial statements have been prepared in accordance with Title 9, Book 2 of the Dutch Civil Code. For setting the principles for the recognition and measurement of assets and liabilities and determination of results for its separate financial statements, the Company makes use of the option provided in section 2:362(8) of the Dutch Civil Code. This means that the principles for the recognition and measurement of assets and liabilities and determination of the result (hereinafter referred to as principles for recognition and measurement) of the separate financial statements of the Company are the same as those applied for the consolidated EU-IFRS financial statements. These principles also include the classification and presentation of financial instruments, being equity instruments or financial liabilities. In case no other principles are mentioned, refer to the accounting principles as described in the consolidated financial statements. For an appropriate interpretation of these statutory financial statements, the separate financial statements should be read in conjunction with the consolidated financial statements. Information on the use of financial instruments and on related risks for the Company is provided in the notes to the consolidated financial statements of the Company. All amounts in the company financial statements are presented in EUR thousand, unless stated otherwise. Participating interests in group companies Group companies are all entities in which the Company has directly or indirectly control. The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement with the group company and has the ability to affect those returns through its power over the group company. Group companies are recognised from the date on which control is obtained by the Company and derecognised from the date that control by the Company over the group company ceases. Participating interests in group companies are accounted for in the separate financial statements according to the equity method, with the principles for the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the consolidated financial statements. Participating interests with a negative net asset value are valued at nil. This measurement also covers any receivables provided to the participating interests that are, in substance, an extension of the net investment. In particular, this relates to loans for which settlement is neither planned nor likely to occur in the foreseeable future. A share in the profits of the participating interest in subsequent years will only be recognised if and to the extent that the cumulative unrecognised share of loss has been absorbed. If the Company fully or partially guarantees the debts of the relevant participating interest, or if has the constructive obligation to enable the participating interest to pay its debts (for its share therein), then a provision is recognised accordingly to the amount of the estimated payments by the Company on behalf of the participating interest. Share of result of participating interests The share in the result of participating interests consists of the share of the Company in the result of these participating interests. Results on transactions involving the transfer of assets and liabilities between the Company and its participating interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered as not realised. The Company makes use of the option to eliminate intragroup expected credit losses against the book value of loans and receivables from the Company to participating interests, instead of elimination against the equity value / net asset value of the participating interests. 141 Corporate income tax The Company is the head of the fiscal unity. The Company recognises the portion of corporate income tax that it would owe as an independent taxpayer, taking into account the allocation of the advantages of the fiscal unity. Settlement within the fiscal unity between the Company and its subsidiaries takes place through current account positions. 37 Financial fixed assets 2024 2023 * EUR 1,000 EUR 1,000 Participating interests in group companies 29.202 27.404 Deferred tax assets 380 41 29.582 27.445 * The comparative information is restated on account of correction of errors. See Note 2(f). 142 Movements in financial fixed assets were as follows: Participating interests in group companies Deferred tax assets Total EUR 1,000 EUR 1,000 EUR 1,000 Balance at 1 January 2024: 27.404 41 27.445 Changes during the financial year: • Addition of carry forward losses 339 339 • Divestments -205 -205 • Provisions on receivables 138 138 • Share in result of participating interests 1.843 1.843 • Other movements 22 22 Total changes 1.798 339 2.137 Balance at 31 December 2024: 29.202 380 29.582 143 The divestment relates to ASC Aluminium Scaffolding Company B.V. which has been dissolved in 2024. The Company, Etten-Leur, is the holding company and has the following consolidated financial interests: Name of subsidiary Country Ownership 2024 Ownership 2023 Alumexx B.V. Netherlands 100% 100% Lado Klimmaterialen B.V. Netherlands 100% 100% A.S.C. Aluminium Scaffolding Company B.V. Netherlands Nil 100% v/d Heuvel Alu Products B.V. Netherlands 100% 100% A.S.C. Special Products B.V. Netherlands 100% 100% A.S.C. International B.V. Netherlands 100% 100% ASC Deutschland GmbH Germany 100% 100% Aluminum Scaffolding Company LLC USA 100% 100% T & C Europe B.V. Netherlands 100% 100% Steigerverkoop.nl B.V. Netherlands 100% 100% Connecting, Constructie- en Technische Handelsonderneming B.V. Netherlands 100% 100% With regard to T&C Europe, Connecting, Constructie- en Technische Handelsonderneming B.V.and v/d Heuvel Alu Products B.V. liability statements have been issued in accordance with article 403 Dutch Civil Code (Burgerlijk Wetboek, BW, title 9) Subsidiaries marked with * are indirect subsidiaries. All others are direct shareholdings. 38 Trade and other receivables 2024 2023 EUR 1,000 EUR 1,000 From group companies 2.963 3.688 Other receivables - 171 2.963 3.859 All receivables have an estimated maturity shorter than one year. 144 The carrying values of the recorded receivables are a reasonable approximation of their respective fair values, given the short maturities of the positions. A provision for doubtful debts amounting to EUR 28 (2023: nil) was recognised during the financial year. Information about the Company’s exposure to credit and market risks, and impairment losses for trade and other receivables is included in note 21. 39 Cash and cash equivalents 2024 2023 EUR EUR Credit balances on bank accounts 2 50 2 50 The cash and cash equivalents balance are immediately accessible. 145 40 Shareholders’ equity Reconciliation of movements in capital and reserves Issued share capital Share premium Hedging reserve Other reserves Undistributed result Total EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Balance at 1 January 2023 1.114 18.259 -17.930 137 1.580 Changes in financial year 2023: • Issued ordinary shares 370 2.176 2.546 • Appropriation of result 137 -137 - • Result for the year -124 -124 • Hedging reserve – changes in fair value -103 -103 Balance at 1 January 2024, , as previously reported 1.484 20.435 -103 -17.793 -124 3.899 Impact of correction of errors 2(f) - - - - 340 340 Balance at 1 January 2024 * 1.484 20.435 -103 -17.793 216 4.239 Changes in financial year 2024: • Issued ordinary shares • Share-based payments 25 17 17 • Appropriation of result 216 -216 -- • Result for the year 642 642 • Hedging reserve – changes in fair value -19 -19 • Other movements 21 21 Balance at 31 December 2024: 1.484 20.435 -122 -17.539 642 4.900 * The comparative information is restated on account of correction of errors. See Note 35 and 2(f). 146 Share capital and share premium Ordinary shares 2024 2023 In issue at 1 January 14.845.515 11.145.515 Issued for cash - - Issued in business combination - 3.700.000 In issue at 31 December – fully paid 14.845.515 14.845.515 Issued – par value EUR ‘000 1.484 1.484 The Company also has issued share options (see note 18). Ordinary shares and cumulative preference shares The Company’s authorised capital, amounting to EUR 4.400 (2023: EUR 4.400), consists of 17.999.990 shares A (shares with voting rights), 10 preference shares (redeemable cumulative preference shares, with one voting right each) of and 26.000.000 ordinary shares of EUR 0,10 each, of which 7.850.000 shares A, 9 cumulative preference shares and 6.995.515 ordinary shares have been issued. In 2024 no shares were issued. The cumulative preference shares are entitled to priority rights to part of the distributable profit. Share premium The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares (above par income). Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. No other legal reserves have been identified. Unappropriated result Appropriation of profit of 2023 The financial statements for the reporting year 2023 have been adopted by the General Meeting on 26 June 2024. The General Meeting has adopted the appropriation of profit after tax for the reporting year 2023 as proposed by the Board of Management. Proposal for profit appropriation 2024 The Board of Management proposes, with consent of the Supervisory Board, to the General Meeting to appropriate the profit after tax for 2024 as follows: to add the full amount of EUR 642 to other reserves. 147 The Company can only make payments to the shareholders and other parties entitled to the distributable profit in so far as the shareholders’ equity exceeds the paid-up and called-up part of the capital plus the legal reserves and statutory reserves under the articles of association to be maintained. 41 Non-current liabilities Cumulative preference shares Bank loan Contingent consideratio n 2024 2023 EUR 1,000 EUR 1,000 Balance at 1 January 7.524 13.279 2.124 22.927 315 New issued loans - - - - 23.727 Repayment - -2.500 -510 -3.010 -1.565 Addition of cum dividend 432 - - 432 324 Change in fair value - - -364 -364 - Accretion of interest - 17 164 181 126 Balance at 31 December 7.956 10.796 1.414 20.166 22.927 Non-current 7.956 8.296 1.159 17.411 9.138 Current - 2.500 255 2.755 13.789 Balance at 31 December 7.956 10.796 1.414 20.166 22.927 For an explanation on the non-current liabilities reference is made to note 16 of the consolidated financial statements. 148 42 Current liabilities 2024 2023 EUR 1,000 EUR 1,000 Current part of non-current liabilities 2.755 13.789 To suppliers and trade creditors 223 47 To group companies 5.655 2.392 Bank overdraft 1.467 1.646 Derivative at fair value 122 103 Other liabilities 14 - 10.236 17.977 43 Financial instruments General The Company has exposure to the following risks from its use of financial instruments: — Credit risk. — Liquidity risk. — Market risk. In the notes to the consolidated financial statements information is included about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. These risks, objectives, policies and processes for measuring and managing risk, and the management of capital apply also to the separate financial statements of Alumexx N.V. Fair value The fair values of most of the financial instruments recognised on the statement of financial position, including accounts receivable, cash at bank and in hand and current liabilities, is approximately equal to their carrying amounts. 149 44 Off-balance sheet assets and liabilities Fiscal unity Together with its subsidiaries Alumexx B.V. and vd Heuvel Alu Products B.V., the Company forms a fiscal unity for corporate income tax purposes; the standard conditions stipulate that each of the companies is liable for the tax payable by all companies belonging to the fiscal unity. 45 Other expenses Other expenses include mainly management fee of the Management Board, renumeration of the Supervisory Board and cost related to audit and advisory. The Company had no employees in 2024 and 2023. 46 Interest income and similar income 2024 2023 EUR EUR Loans to participating interests 124 243 Interest settlement derivative financial instrument 52 - Change in fair value for instruments measured at fair value 364 - 540 243 47 Interest expenses and similar charges 2024 2023 EUR EUR Bank loan 896 808 Cumulative preferences shares 432 324 Loans to participating interests 153 - Accretion of fair value contingent liability 168 137 Credit and commitment fees 86 - 1.735 1.269 150 48 Tax on result The major components of the tax charge are as follows: 2024 2023 EUR 1,000 EUR 1,000 Current tax expense Current year - - Changes in estimates related to prior years - - - - Deferred tax expense Recognition of tax losses -339 28 Change in tax rate - - Recognition of previously unrecognised tax losses - - -339 28 Tax expense on continuing operations -339 28 Future tax profits can be compensated with deductible tax losses from prior year(s) for an amount of EUR 1.963 (2023: EUR 198). Prior year(s) deductible tax losses have been capitalised for an amount of EUR 492 (2023: EUR 37), refer to note 26 Income taxes. The tax expense recognised in the profit and loss account for 2024 amounts to EUR - 589.000, or 28,5% of the result before tax (2023: 9,2%). The Company is head of the fiscal unity that exists for Dutch corporate income tax purposes. Settlement within the fiscal unity between the Company and its subsidiaries takes place through current account positions. The effective tax rate in 2024 deviates compared to the Dutch statutory tax rate of 25,8%, mainly due to results relating to participations The numerical reconciliation between the applicable and the effective tax rate is as follows: 151 2024 2023 EUR EUR Result before tax -1.040 -1.134 Income tax using the applicable tax rate in the Netherlands -268 -293 Tax effect of: • Results under the participation exemption -135 146 • Non-deductible expenses 172 188 • Tax incentives -5 -13 • Non-taxable results -94 - Other -9 - Tax expense -339 28 49 Share in results from participating interests after tax An amount of EUR 1.843 (2023: EUR 1.378) of share in results from participating interests relates to group companies. 50 Auditor’s fees The following fees were charged by KPMG Accountants N.V. to the company, its subsidiaries and other consolidated companies, as referred to in Section 2:382a (1) and (2) of the Dutch Civil Code for the period. KPMG Accountants N.V. Other KPMG network Total KPMG Recurring Non- recurring 2024 2024 2024 2024 EUR 1,000 EUR 1,000 EUR 1,000 Audit of the financial statements 530 295 - 825 Other audit engagements - - - - Tax-related advisory services - - - - Other non-audit services - - - - 530 295 - 825 152 The recurring cost of the audit relates to the audit procedures performed in connection with the audit of the financial statements. The non-recurring cost relates to the onboarding process of KPMG and the audit of the Purchase Price Allocation in connection with the acquisition of Euroscaffold and ASC Group. The fees mentioned in the table for the audit of the financial statements are related to the work performed in relation to the reporting period by the external auditor. An amount of EUR 290 has been charged to the profit and loss account for the work performed in the financial year 2024. 2024 is a first-year audit by KPMG accountants N.V. In 2023 no auditor was appointed. KPMG Accountants N.V. did not provide any other services in addition to the statutory audit of the financial statements. 51 Related parties Other related party transactions For an overview of the related party transactions reference is made to note 32. 52 Subsequent event Regarding the subsequent event as at the date of this Annual Report reference is made to the Subsequent event paragraph in the Notes to the consolidated financial statements. 53 Remuneration of Supervisory board and Board of directors The emoluments, including pension costs as referred to in Section 2:383(1) of the Dutch Civil Code, charged in the financial year to the company and its subsidiaries are disclosed in note 32. Etten-Leur, May 27 2025 The Management Board: The Supervisory Board: J. van den Heuvel B.A. den Bezemer H.L. Hakvoort E. Vrieling V.A.I. van Lier 153 Other information Provisions in the Articles of Association governing the profit appropriation Under article 39 of the Company’s Articles of Association, the profit is at the disposal of the General Meeting, which can allocate said profit either wholly or partly to the formation of – or addition to – one or more general or special reserve funds. In accordance with article 39.2 of the Company’s Articles of Association the interest on redeemable cumulative preference shares is accrued as liability in the balance sheet in case profits are not sufficient. Reference is made to note 16 of the consolidated financial statements. Non-voting shares and shares with/without limited profit-sharing rights The Company has no non-voting shares. Moreover, the Company has cumulative redeemable preference shares that do not give right to a share in the distributable profits and reserves. These cumulative redeemable preference shares give rise to a 6% interest (not compounding) on the nominal value of the preference shares. Auditor’s report of the independent auditor The auditor’s report with respect to the consolidated financial statements is set out on pages 154 through 164. The auditor’s report with respect to the separate financial statements is set out on the next pages. 154 Independent auditor's report To: the General Meeting of Shareholders and the Supervisory Board of Alumexx N.V. • Report on the audit of the financial statements 2024 included in the annual report • Our opinion In our opinion: • the accompanying consolidated financial statements give a true and fair view of the financial position of Alumexx N.V. as at 31 December 2024 and of its result and its cash flows for the year then ended, in accordance with IFRS Accounting Standards as endorsed by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. • the accompanying separate financial statements give a true and fair view of the financial position of Alumexx N.V. as at 31 December 2024 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. • What we have audited We have audited the financial statements 2024 of Alumexx N.V. (the ‘Company’ or ‘Alumexx’) based in Etten-Leur. The financial statements include the consolidated financial statements and the separate financial statements. The consolidated financial statements comprise: the consolidated statement of financial position as at 31 December 2024; the following consolidated statements for 2024: the profit or loss and comprehensive income, changes in equity and cash flows; and the notes comprising material accounting policy information and other explanatory information. The separate financial statements comprise: 1 the separate statement of financial position as at 31 December 2024; the separate profit and loss account for 2024; and the notes comprising a summary of the accounting policies and other explanatory information. 155 • Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report. We are independent of Alumexx in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics). We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of going concern, fraud and non-compliance with laws and regulations, climate and the key audit matters was addressed in this context, and we do not provide a separate opinion or conclusion on these matters . We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. • Material uncertainty related to going concern We draw attention to the 'Going concern' section in the notes on pages 62 and 63 of the financial statements, which indicates that the going concern of the Company is dependent on the willingness of Rabobank to continue its financing. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In order to determine that there is no situation of inevitable discontinuity and conclude on the adequacy of the going concern related disclosure, we have performed, inter alia, the following procedures: • we considered whether the Management Board’s assessment of the going concern risks includes all relevant information of which we are aware as a result of our audit and inquired Management Board about the underlying key assumptions and principles; • we inspected and analysed the financing agreements for terms or conditions, including the headroom of covenants ratios; • we evaluated the quality of the covenant forecasting process; • we evaluated the Management Board’s liquidity/covenant forecasts and stress tested those forecasts with our evaluation of any reasonably possible scenarios arising from the uncertainties related to the covenants; • we evaluated the likelihood of success of the disclosed other possible mitigating measures and considered the viability of the business to determine that there is no situation of inevitable discontinuity • we attend a meeting with the Rabobank and inspected documents supporting that continuity is possible, such as the waiver and other correspondence with the Rabobank; • we tested the disclosure on pages 62 to 63 of the financial statements against the findings of our procedures on the management board’s going concern assessment and the reporting framework requirements; 156 • We find that the management board’s assumptions and the abovementioned disclosure are acceptable and we emphasize that the going concern of the Company depends on the willingness of Rabobank to continue providing its credit facilities.Information in support of our opinion • Summary Materiality Materiality of EUR 280,000 0.7% of revenue Group audit Performed substantive procedures for 89% of total assets Performed substantive procedures for 97% of revenue Risk of material misstatements related to Fraud, NOCLAR, Going concern and Climate risks • Fraud risks: presumed risk of management override of controls, presumed risk of revenue recognition, fraud risk on improper payments, fraud risk on valuation of intangible assets further described as part of the key audit matter and fraud risk on related party transactions identified and further described in the section ‘Audit response to the risk of fraud and non-compliance with laws and regulations’. • Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of material misstatements related to NOCLAR identified. • Going concern risks: going concern risks identified and described in the section ‘Material uncertainty related to going concern’. • Climate risks: We have considered the impact of climate-related risks on the financial statements and described our approach and observations in the section ‘Audit response to climate-related risks’. Key audit matter Impact of 2023 acquisitions on the opening balance • Materiality Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 280,000. The materiality is determined with reference to revenue (0.7%). We considered revenue as the most appropriate benchmark because of the relevance for stakeholders. Next to that revenue provides insight in the extent and performance of Alumexx. We also considered EBITDA as a possible benchmark, however considered less suitable due to volatility. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the Supervisory Board that misstatements identified during our audit in excess of EUR 9,000 would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. 157 • Scope of the group audit Alumexx is at the head of a group of components (hereafter “Group”). The financial information of this group is included in the financial statements of Alumexx. We performed risk assessment procedures throughout our audit to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements. To appropriately respond to those assessed risks, we planned and performed further audit procedures, either at component level or centrally. We as group auditor performed the audit procedures at both central and component level. No other auditors were involved. We set component performance materiality levels considering the component’s size and risk profile. We have performed substantive procedures for 97% of Group revenue and 89% of Group total assets. At group level, we assessed the aggregation risk in the remaining financial information and concluded that there is less than reasonable possibility of a material misstatement. We consider that the scope of our group audit forms an appropriate basis for our audit opinion. Through performing the procedures mentioned above we obtained sufficient and appropriate audit evidence about the Group’s financial information to provide an opinion on the financial statements as a whole. • Audit response to the risk of fraud and non-compliance with laws and regulations In chapter 6.9 Legal and compliance risks in the annual report, the Management Board describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations and the supervisory board reflects on this. As part of our audit, we have gained insights into the Company and its business environment and the Company’s risk management in relation to fraud and non-compliance. Our procedures included, among other things, assessing the Company’s code of conduct and procedures on the whistleblower policy. Furthermore, we performed relevant inquiries with management and those charged with governance and included correspondence with relevant regulators such as the ‘Autoriteit Financiële Markten’ in our evaluation. We have also incorporated elements of unpredictability in our audit by taking additional entities into group scope and we involved forensic specialists in our audit procedures. As a result from our risk assessment, we identified the following laws and regulations as those most likely to have a material effect on the financial statements in case of non- compliance: • Compliance with the Financial Supervision act (‘WFT’) and Euronext and other listing regulations • Anti-bribery and corruption laws and regulations • Data privacy legislation Our procedures did not result in the identification of a reportable risk of material misstatement in respect of non-compliance with laws and regulations. Based on the above, we identified a fraud risk with respect to the valuation of intangible assets which is further described in the key audit matter. Furthermore we identified the following fraud risks that are relevant to our audit, including the relevant presumed risks laid down in the auditing standards, and responded as follows: • Management override of controls (a presumed risk) 158 Risk: Management is in an unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. Responses: We evaluated the design and the implementation of internal controls that mitigate fraud risks, such as processes related to journal entries. As part of the fraud risk assessment, we performed a data analysis of the journal entries population to determine if high-risk criteria (e.g. non-routine credit entries to sales accounts) for testing applies and evaluated relevant estimates and judgments, such as the contingent consideration, for bias by the Company’s management. Where we identified instances of unexpected journal entries or other risks through our data analysis, we performed additional audit procedures to address each identified risk, including testing of transactions back to source information. We identified and selected journal entries and other adjustments made at the end of the reporting period for testing. • Revenue recognition (a presumed risk) Risk: — We identified a fraud risk in relation to the recognition of revenue. This risk inherently includes the fraud risk that management deliberately overstates revenue, throughout the period, as management has the opportunity and may feel pressure to achieve planned results. Responses: — We evaluated the design and the implementation of internal controls related to the revenue process. — We performed substantive audit procedures such as data analysis and sampling techniques throughout the period of revenues by determining the fulfillment of performance obligations (revenue recognition) by assessing the terms and conditions and vouching revenues recorded to the underlying sales transactions and supporting documentation such as delivery documents and bank statements. — We performed testing over credit notes issued after period end. — We performed journal entry testing, specifically taking into account high risk criteria in relation to revenues and top side journal entries posted to revenue. • Fraud risk on improper payments Risk: — We identified a fraud risk on improper payments due to a non-formalized control environment. Responses: — We evaluated the design and the implementation of the internal controls in the processes related to purchasing and payments. — We performed substantive audit procedures throughout the period on outgoing payments. For the outgoing payments we verified whether improper payments were processed by reconciling payments to supporting documentation. We specifically put emphasis on payments to employees and related parties. 159 • Fraud risk on related party transactions Risk: As disclosed in the note 32, the Company has significant related party transactions. We consider a fraud risk applicable that these transactions are not conducted at arm’s length. Responses: We evaluated the design and the implementation of internal controls for related party transactions. We inquired management and the Supervisory Board to understand the process for identification and monitoring the related party transactions. We evaluated written representations, from management and the Supervisory Board, that all related party transactions are at arm’s length. We designed and performed substantive procedures that specifically respond to the risk. For the selected items we obtained relevant documentation of the related party transactions and reviewed underlying supporting documentation such as third party quotations or valuations to determine the appropriate use of the arm’s length principle. We assessed the adequacy of the Company’s disclosure. We communicated our risk assessment, audit responses and results to management and the Supervisory Board. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non- compliance that are considered material for our audit. • Audit response to climate-related risks The Company has set out its analysis relating to climate change in the chapter 6 of the annual report . The Management Board analysed, against the background of the Company’s business and operations, at a high level how climate-related risks and opportunities could have a significant impact on the Company’s business or could impose the need to adapt its strategy and operations. The Management Board has concluded that currently no material climate risks at the short term have been identified. As part of our audit we performed a risk assessment of the impact of climate-related risk on the financial statements. In doing this we made inquiries with the Management Board and Supervisory Board and inspected minutes to understand the assessment against the background of the Company’s business and operations of the potential impact of climate- related risk and opportunities and the Company’s preparedness for this. We have not identified climate-related fraud risk factors that had to be assessed as an event or condition that would indicate a risk of material misstatement in the financial statements. Based on our risk assessment procedures performed, we found that climate-related risks have no material impact on the current financial statements under the requirements of EU- IFRS and have no material impact on our key audit matters. Furthermore, we have read the ‘Other information’ with respect to climate-related risks as included in the annual report and considered the material consistency with the financial statements, our knowledge obtained through the audit, in particular as described above and our knowledge obtained otherwise. 160 • Our key audit matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matter to the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed. In addition to the matter described in the Material uncertainty related to going concern section we have determined the matter described below to be the key audit matter. • Impact of 2023 acquisitions on the opening balance • Description • As disclosed in note 7 Alumexx completed the acquisitions of ASC and Euroscaffold per 31 March 2023. The acquisitions involved a total consideration of EUR 10.8 million and EUR 13.4 million for respectively ASC and Euroscaffold. The impact of goodwill for ASC is EUR 4.0 million and for Euroscaffold EUR 4.4 million. • We considered this to be relevant for the audit of the 2024 financial statements as the 2023 financial statements have not been audited. The acquisitions have a significant impact on the opening balance per 1 January 2024. • The acquisitions were significant to our audit due to the financial impact and complexity of purchase price accounting including the related judgments and assumptions used in the identification of the intangible assets acquired and the fraud risk on valuation of intangible assets. • Our response • We inspected the agreements and other documents underlying the acquisitions to gain an understanding of the contractual terms and conditions to assess the consideration and the acquired identifiable assets and liabilities. • We obtained the reports from the external valuation experts engaged by Alumexx to assist management with the purchase price accounting and the identification of identifiable assets and liabilities in the respective business combinations. • We verified the mathematical accuracy of the calculations and inspected the supporting documentation related to the consideration transferred. • We involved valuation specialists to evaluate management’s valuation models, and assumptions used such as the discount rates to arrive at the fair value of assets and liabilities recognized in the purchase price allocation. • Our assessment of key assumptions used by management incorporates addressing the fraud risk. We assessed the reasonableness of the key assumptions and compared it with available external information such as market indices and financial metrics of peer companies. • We also evaluated the adequacy of the disclosure (note 7) of the acquisitions in the financial statements. • Our observation • We consider that the outcome of the purchase price accounting is reasonable. The acquisitions are adequately disclosed in note 7 to the financial statements. • • Unaudited corresponding figures We have not audited the financial statements 2023. Consequently, we have not audited the corresponding figures included in the profit and loss account and in the statements of comprehensive income, changes in equity, cash flows and in the related notes. • Report on the other information included in the annual report In addition to the financial statements and our auditor’s report thereon, the annual report contains other information. Based on the following procedures performed, we conclude that the other information: • is consistent with the financial statements and does not contain material misstatements; and 161 • contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and other information. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements. The Management Board is responsible for the preparation of the other information, including the information as required by Part 9 of Book 2 of the Dutch Civil Code. • Report on other legal and regulatory requirements and ESEF • Engagement We were initially appointed by the General Meeting of Shareholders as auditor of Alumexx on 25 June 2024 related to the audit for the year 2024. • No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audits of public-interest entities. • European Single Electronic Format (ESEF) Alumexx has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion the annual report prepared in XHTML format, including the (partly) marked-up consolidated financial statements as included in the reporting package by Alumexx, complies in all material respects with the RTS on ESEF. The Management Board is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby the Management Board combines the various components into one single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance- opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). Our examination included among others: • Obtaining an understanding of the entity's financial reporting process, including the preparation of the reporting package; • Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: • Obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF; 162 • Examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF. • Description of responsibilities regarding the financial statements • Responsibilities of the Management Board and the Supervisory Board for the financial statements The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Management Board is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. In that respect the Management Board, under supervision of the Supervisory Board, is responsible for the prevention and detection of fraud and non-compliance with laws and regulations, including determining measures to resolve the consequences of it and to prevent recurrence. As part of the preparation of the financial statements, the Management Board is responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Management Board should prepare the financial statements using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Management Board should disclose events and circumstances that may cast significant doubt on the Company’s ability to continue as a going concern in the financial statements. The Supervisory Board is responsible for overseeing the Company’s financial reporting process. • Our responsibilities for the audit of the financial statements Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit. 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 financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. A further description of our responsibilities for the audit of the financial statements is included in appendix of this auditor’s report. This description forms part of our auditor’s report. Breda, 27 May 2025 KPMG Accountants N.V. R.J.H.A. Jansen RA 163 Appendix: Description of our responsibilities for the audit of the financial statements • Appendix • Description of our responsibilities for the audit of the financial statements We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others: • identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining 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 the risk resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; • obtaining 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 Company’s internal control; • evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board; • concluding on the appropriateness of Board of Director’s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Alumexx’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a Company to cease to continue as a going concern; • evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and • evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the financial statements. We are also responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We bear the full responsibility for the auditor’s report. We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audits of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report. 164 We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. 165 Colophon Alumexx N.V. Leerlooierstraat 30 4871 EN Etten-Leur Nederland Website: www.alumexx-nv.nl Email: info@alumexx.nl Chamber of commerce: 34110628 724500VQOX7IXG7RJM762024-01-012024-12-31724500VQOX7IXG7RJM762023-01-012023-12-31724500VQOX7IXG7RJM762024-12-31724500VQOX7IXG7RJM762023-12-31724500VQOX7IXG7RJM762023-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-12-31ifrs-full:IssuedCapitalMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember724500VQOX7IXG7RJM762023-12-31ifrs-full:IssuedCapitalMember724500VQOX7IXG7RJM762024-01-012024-12-31ifrs-full:IssuedCapitalMember724500VQOX7IXG7RJM762024-12-31ifrs-full:IssuedCapitalMember724500VQOX7IXG7RJM762023-12-31ifrs-full:SharePremiumMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-12-31ifrs-full:SharePremiumMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember724500VQOX7IXG7RJM762023-12-31ifrs-full:SharePremiumMember724500VQOX7IXG7RJM762024-01-012024-12-31ifrs-full:SharePremiumMember724500VQOX7IXG7RJM762024-12-31ifrs-full:SharePremiumMember724500VQOX7IXG7RJM762023-12-31ifrs-full:ReserveOfCashFlowHedgesMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-12-31ifrs-full:ReserveOfCashFlowHedgesMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember724500VQOX7IXG7RJM762023-12-31ifrs-full:ReserveOfCashFlowHedgesMember724500VQOX7IXG7RJM762024-01-012024-12-31ifrs-full:ReserveOfCashFlowHedgesMember724500VQOX7IXG7RJM762024-12-31ifrs-full:ReserveOfCashFlowHedgesMember724500VQOX7IXG7RJM762023-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember724500VQOX7IXG7RJM762023-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMember724500VQOX7IXG7RJM762024-01-012024-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMember724500VQOX7IXG7RJM762024-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMember724500VQOX7IXG7RJM762023-12-31ifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-12-31ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember724500VQOX7IXG7RJM762022-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-01-012023-12-31ifrs-full:IssuedCapitalMember724500VQOX7IXG7RJM762022-12-31ifrs-full:SharePremiumMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-01-012023-12-31ifrs-full:SharePremiumMember724500VQOX7IXG7RJM762022-12-31ifrs-full:ReserveOfCashFlowHedgesMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-01-012023-12-31ifrs-full:ReserveOfCashFlowHedgesMember724500VQOX7IXG7RJM762022-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMemberifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762023-01-012023-12-31ALU:RetainedEarningsAndMiscellaneousOtherReservesMember724500VQOX7IXG7RJM762022-12-31ifrs-full:PreviouslyStatedMember724500VQOX7IXG7RJM762022-12-31iso4217:EURiso4217:EURxbrli:shares