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Applus Services S.A.

Annual / Quarterly Financial Statement Feb 27, 2023

1789_10-k_2023-02-27_3ff48555-3ae1-4c77-bace-bf17b282ec9f.pdf

Annual / Quarterly Financial Statement

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Applus Services, S.A. and Subsidiaries

Consolidated Financial Statements for the year ended 31 December 2022 and Consolidated Directors' Report, together with Independent Auditor's Report

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see Notes 2 and 31). In the event of a discrepancy, the Spanish-language version prevails.

Declaration of Responsibility of the Directors of Applus Services, S.A. for the content of the annual financial report for 2022

This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanish-language version prevails.

The members of the Board of Directors of Applus Services, S.A. declare that, to the best of their knowledge, the consolidated financial statements of Applus Services, S.A. and subsidiaries (comprising consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and explanatory notes) for the year ended at 31 December 2022, prepared in accordance with applicable accounting policies and approved by the Board of Directors at its meeting on 23 February 2023, present fairly the equity, financial position and results of Applus Services, S.A. and the subsidiaries included in the scope of consolidation, taken as a whole, and that the management report accompanying such consolidated financial statements includes a fair analysis of the business' evolution, results and the financial position of Applus Services, S.A and the subsidiaries included in the scope of consolidation, taken as a whole, as well as a description of the principal risks and uncertainties they face. All the Directors have signed to certify the above mentioned.

Barcelona, 23 February 2023

Mr. Christopher Cole Mr. Ernesto Gerardo Mata López
Chairman Director
Mr. Joan Amigó i Casas Mr. Nicolás Villén Jiménez
Director Director
Ms. Maria Cristina Henríquez de Luna Basagoiti Ms. Maria José Esteruelas Aguirre
Director Director
Ms. Essimari Kairisto Ms. Marie-Françoise Madeleine Damesin
Director Director
Mr. Brendan Wynne Derek Connolly

Director

Deloitte Deloitte,

Avda. Diagonal, 654 08034 Barcelona Espana

Tel: +34 932 80 40 40 www.deloitte.es

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see Notes 2 and 31). In the event of a discrepancy, the Spanish-language version prevails.

INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of Applus Services, S.A.,

Report on the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Applus Services, S.A. (the Parent) and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2022, and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and notes to the consolidated financial statements for the year then ended.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated equity and consolidated financial position of the Group as at 31 December 2022, and its consolidated results and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRSs) and the other provisions of the regulatory financial reporting framework applicable to the Group in Spain.

Basis for Opinion

We conducted our audit in accordance with the audit regulations in force in Spain. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We are independent of the Group in accordance with the ethical requirements, including those pertaining to independence, that are relevant to our audit of the consolidated financial statements in Spain pursuant to the audit regulations in force. In this regard, we have not provided any services other than those relating to the audit of financial statements and there have not been any situations or circumstances that, in accordance with the aforementioned audit regulations, might have affected the requisite independence in such a way as to compromise our independence.

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

Key Audit Matters

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

-- ent of goodwill and other intangible ass s

Description

Notes 4 and 5 to the accompanying consolidated financial statements describe the goodwill and other intangible assets allocated to each of the cash-generating units (CGUs) identified by Group management, amounting to EUR 792.9 million and EUR 374.1 million, respectively, at 31 December 2022.

Also, the various CGUs identified correspond to the various business units managed by the Group (Energy & Industry, Automotive, IDIADA and Laboratories) in each of the defined geographical areas in which it carries on its activity.

If there are any indications of impairment, and at least at each year-end, Group management tests the assets of the aforementioned CGUs for impairment using discounted cash flow-based valuation techniques to determine the recoverable amount thereof.

Procedures applied in the audit

Our audit procedures to address this matter included, mainly, the evaluation of the reasonableness of the cash flow projections and of the discount rates used in the impairment tests by conducting a critical analysis of the key assumptions of the models used. In particular, we compared the revenue growth rates with the latest approved strategic plans and budgets and reviewed them for consistency with both historical information and the current market situation. Also, we evaluated management's historical accuracy in the budgeting process.

In connection with the assumptions used by the Group in the estimation process, we evaluated the reasonableness of the discount rates applied for each business and geographical area, taking into consideration the cost of capital of the Group and of comparable organisations, as well as perpetuity growth rates, among other factors.

Impairment of goodwill and other intangible assets

Description

The performance of this impairment test was considered to be a key matter in our audit, given the magnitude of those assets and that management's assessment in this respect is an estimation process that includes a high level of judgements and assumptions, such as the determination of the growth rates for sales and expenses that the various CGUs are expected to show, investments in non-current and current assets and other assumptions obtained from the Group's strategic plan. Also, a discount rate is determined by taking into account the economic situation in general and that of each CGU in particular, on the basis of the risks specific to the various countries and to the business carried on.

Procedures applied in the audit

In addition, we evaluated the sensitivity analyses, stressing those assumptions to which the impairment test is most sensitive, i.e., those with the greatest effect on the determination of the recoverable amount of the assets.

We also involved our internal business valuation experts in order to evaluate the reasonableness of the models and key assumptions used by the Applus Group.

Lastly, we evaluated whether Notes 3.d, 4, 5 and 6 to the accompanying consolidated financial statements contained the disclosures required by the applicable accounting regulations relating to the impairment tests on those assets and, in particular, the detail of the main assumptions used, and a sensitivity analysis of changes in the key assumptions used in the tests performed.

Note 20.c to the accompanying consolidated financial statements details the deferred tax assets amounting to EUR 58.2 million that are recognised in the consolidated statement of financial position at 2022 yearend, corresponding to tax losses, tax credits and temporary differences amounting to EUR 18.7 million, EUR 16 million and EUR 23.5 million, respectively, generated in the various tax jurisdictions in which the Group operates.

In addition, as indicated in Note 20.c, the Group has unrecognised deferred tax assets corresponding to tax losses and tax credits amounting to EUR 129.9 million and EUR 48.9 million, respectively.

At the end of each reporting period, Group management assesses the recoverability of the tax assets recognised based on the earnings projections used to estimate future taxable profits considering as reasonable a timeframe of no more than ten years, taking into account the legislation of each tax jurisdiction in which the Group operates, legislative changes and the most recent business plans approved for the various business divisions and geographical areas. We identified this matter as key in our audit, since the assessment of the recoverability of these assets requires a significant level of judgement, largely in connection with the projections of business performance.

Procedures applied it the audit

Our audit procedures to address this matter included, among others, the evaluation of the methodology and assumptions applied by the Group and verification of the consistency thereof taking into account both historical information and the market situation and the tax legislation applicable in each jurisdiction, involving internal tax experts in those geographical areas in which the Group has the most significant amounts of deferred tax assets. We also reviewed the consistency of the models with the financial information used by Group management in performing the impairment test on goodwill and other intangible assets and the sensitivity analyses, stressing those assumptions that have the greatest effect on determining the recoverable amount of the tax assets.

Also, we evaluated the historical accuracy of management in the process of preparing projections of future taxable profits for the purpose of estimating the tax losses, comparing the actual figures for the year with the projections made in the preceding year.

Lastly, we evaluated whether the disclosures required by the applicable accounting regulations in connection with this matter had been included in Notes 3.p and 20 to the accompanying consolidated financial statements.

Provisions for taxes and litigation

Description

The Group operates in multiple tax and legal jurisdictions worldwide and, therefore, is subject to a wide variety of specific, sometimes complex, laws and regulations.

Note 17 to the accompanying consolidated financial statements includes a detail of the specific provisions for taxes, legal matters, litigation and claims recognised at 31 December 2022, together with other disclosures related to these items.

At the end of each reporting period Group management assesses the need for, and sufficiency of, the aforementioned provisions, taking into consideration the available information and the circumstances prevailing at any given time. In this process, Group management has the support of external advisers engaged for this purpose, for the most significant lawsuits and claims. The determination of the amounts recognised, and the disclosures included in the notes to the consolidated financial statements involve a high level of estimation, judgements and assumptions due to uncertainties about the range of possible resolutions of the litigation and claims in process and, therefore, this was considered to be a key matter in our audit.

Procedures applied in the audit

Our audit procedures to address this matter included, among others, the obtainment, through direct confirmation processes, of the assessment carried out by the Group's external advisers for each significant lawsuit or claim in process, the obtainment of the assessment by the Group's legal and tax departments and the obtainment of all available information relating to each significant lawsuit or claim. In the course of our work, we evaluated, for all significant lawsuits and claims, the reasonableness of the provisions recognised by involving our experts in each subject matter and in each applicable jurisdiction.

Lastly, we also evaluated whether the I disclosures required by the applicable accounting regulations had been included in Notes 3.j, 17, 20.f and 27 to the accompanying consolidated financial statements.

Other Information: Consolidated Directors' Report

The other information comprises only the consolidated directors' report for 2022, the preparation of which is the responsibility of the Parent's directors and which does not form part of the consolidated financial statements.

Our audit opinion on the consolidated financial statements does not cover the consolidated directors' report. Our responsibility relating to the consolidated directors' report, in accordance with the audit regulations in force, consists of:

  • a) Solely checking that the consolidated non-financial information statement, certain information included in the Annual Corporate Governance Report and the Annual Director's Remuneration Report, to which the Spanish Audit Law refers, have been furnished as provided for in the applicable legislation and, if this is not the case, reporting this fact.
  • b) Evaluating and reporting on whether the other information included in the consolidated directors' report is consistent with the consolidated financial statements, based on the knowledge of the Group obtained in the audit of those consolidated financial statements, as well as evaluating and reporting on whether the content and presentation of this section of the consolidated directors' report are in conformity with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report that fact.

Based on the work performed, as described above, we observed that the information described in section a) above had been furnished as provided for in the applicable legislation and that the other information in the consolidated directors' report was consistent with that contained in the consolidated financial statements for 2022 and its content and presentation were in conformity with the applicable regulations.

Responsibilities of the Directors and Audit Committee of the Parent for the Consolidated Financial Statements

The Parent's directors are responsible for preparing the accompanying consolidated financial statements so that they present fairly the Group's consolidated equity, consolidated financial position and consolidated results in accordance with EU-IFRSs and the other provisions of the regulatory financial reporting framework applicable to the Group in Spain, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

The Parent's audit committee is responsible for overseeing the process involved in the preparation and presentation of the consolidated financial statements.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the audit regulations in force in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is included in Appendix Ito this auditor's report. This description, which is on pages 10 and 11 of this document, forms part of our auditor's report.

Report on Other Legal and Regulatory Requirements

European Single Electronic Format

We have examined the digital files in European Single Electronic Format (ESEF) of Applus Services, S.A. and subsidiaries for 2022, which comprise the XHTML file including the consolidated financial statements for 2022 and the XBRL files with the tagging performed by the entity, which will form part of the annual financial report.

The directors of Applus Services, S.A. are responsible for presenting the annual financial report for 2022 in accordance with the format and markup requirements established in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation").

Our responsibility is to examine the digital files prepared by the Parent's directors, in accordance with the audit regulations in force in Spain. Those regulations require that we plan and perform our audit procedures in order to ascertain whether the content of the consolidated financial statements included in the aforementioned digital files corresponds in full to that of the consolidated financial statements that we have audited, and whether those consolidated financial statements and the aforementioned files were formatted and marked up, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital files examined correspond in full to the audited consolidated financial statements, and these are presented and have been marked up, in all material respects, in accordance with the requirements established in the ESEF Regulation.

Additional Report to the Parent's Audit Committee

The opinion expressed in this report is consistent with the content of our additional report to the Parent's audit committee dated 23 February 2023.

Engagement Period

The Annual General Meeting held on 28 June 2022 appointed us as the Group's auditors for a period of one year from the year ended 31 December 2021, i.e., for 2022.

Previously, we were designated pursuant to a resolution of the General Meeting for the period of one year and have been auditing the financial statements uninterruptedly since the year ended 31 December 2007 and, therefore, since the year ended 31 December 2014, the year in which the Parent became a Public Interest Entity.

DELOITTE, S.L. Registered in ROAC under no. S0692

Ana Torrens Borras Registered in ROAC under no. 17762

23 February 2023

Appendix I to our auditor's report

Further to the information contained in our auditor's report, in this Appendix we include our responsibilities in relation to the audit of the consolidated financial statements.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

As part of an audit in accordance with the audit regulations in force in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

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

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

We also provide the Parent's audit committee with a statement that we have complied with relevant ethical requirements, including those regarding independence, and we have communicated with it to report on all matters that may reasonably be thought to jeopardise our independence, and where applicable, on the related safeguards.

From the matters communicated with the Parent's audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Applus Services, S.A. and Subsidiaries

Consolidated Financial Statements for the year ended 31 December 2022 and Consolidated Director's Report together with Independent Auditor's Report

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 2 and 31). This translation has been prepared by the Company for informative purposes only, has not been approved by the Board of Directors and has not the consideration of official or regulated information. In the event of a discrepancy, the Spanish-language version prevails.

APPLUS SERVICES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

(Thousands of Euros)

AS
SET
S
Not 31/
12/2
022
31/
12/2
021
EQ
UIT
Y A
ND
LIA
BIL
ITIE
S
Not 31/
12/2
022
31/
12/2
021
es es
N-C
SSE
TS
NO
UR
REN
T A
EQ
UIT
Y
Goo
dw
ill
4 792
,897
725
,789
Sha
api
tal
and
re c
res
erv
es
Oth
er i
nta
ngi
ble
ets
ass
5 374
,092
419
,967
Sha
apit
al
re c
12.a 12,3
55
13,0
70
Rig
ht o
f us
ts
e a
sse
26.a 177
,395
180
,720
Sha
ium
re p
rem
12.b 449
,391
449
,391
Pro
pla
nd
ipm
ty,
nt a
ent
per
equ
7 253
,057
253
,774
Ret
aine
d ea
rnin
nd o
the
gs a
r re
serv
es
153
,958
187
,671
Inv
d fo
ing
the
uity
tho
d
est
nts
nte
me
ac
cou
r us
eq
me
3,4
03
520 Pro
fit /
(Lo
ss)
for
the
ribu
tab
le to
the
Pa
r att
rent
yea
48,
600
32,2
42
Non
t fin
ial a
ts
-cu
rren
anc
sse
8 17,0
96
17,6
93
Tre
ry S
har
asu
es
12.c (14
,117
)
(3,4
27)
Def
d ta
ts
erre
x a
sse
20.
c
58,
163
61,0
24
Val
ion
ad
jus
uat
tme
nts
Tot
al n
t as
set
on-
cur
ren
s
1,67
6,10
3
1,65
9,48
7
For
eign
latio
cy t
cu
rren
rans
n re
serv
e
12.e (43
,440
)
(61
,316
)
SH
RS
EQ
UIT
Y A
TTR
IBU
TAB
LE
TO
THE
AR
EHO
LDE
OF
THE
PA
REN
T
606
,747
617
,631
NO
N-C
ON
TRO
LLI
NG
INT
ERE
STS
13 36,2
00
48,7
15
Tot
al E
qui
ty
642
,947
666
,346
NO
N-C
UR
REN
T L
IAB
ILIT
IES
Lon
vis
ion
g-te
rm
pro
s
17 &
.b
27
37,
030
65
34,2
liga
tion
win
Ob
nd
ban
k b
s a
orro
gs
14 808
,611
724
,804
Ob
liga
tion
nde
r le
s u
ase
s
26.a 136
,143
141
,968
Oth
er f
ina
nci
al l
iab
ilitie
s
15 22,
157
25,
806
Def
d ta
x lia
bilit
ies
erre
20.
d
109
,077
122
,450
Oth
t lia
bilit
ies
er n
on-
cur
ren
18 90,7
90
75,3
52
t lia
bilit
ies
Tot
al n
on-
cur
ren
1,20
3,80
8
1,12
4,64
5
CU
RR
ENT
AS
SET
S
Non
lass
ified
hel
d fo
le
t as
set
-cu
rren
s c
as
r sa
3.y 37,4
97
-
Inv
orie
ent
s
9 9,75
3
11,2
40
CU
RR
ENT
LIA
BIL
ITIE
S
Tra
de
and
oth
ivab
les-
er r
ece
Lia
bilit
ies
link
ed
s h
eld
for
le
to n
t as
set
on-
cur
ren
sa
3.y 16,5
38
-
Tra
de a
nd o
the
ceiv
able
r re
s
10 447
,422
393
,098
Sho
rt-te
vis
ion
rm
pro
s
7,97
2
7,4
87
Tra
de
ivab
les
from
rel
ated
ies
rece
com
pan
10 &
28
187 221 Ob
liga
tion
nd
ban
k b
win
s a
orro
gs
14 27,3
26
47,
074
Oth
ivab
les
er r
ece
10 27,
645
25,
978
Ob
liga
tion
nde
r le
s u
ase
s
26.a 55,2
15
54,5
10
Cor
inco
ate
tax
ets
por
me
ass
20.
b
20,
313
17,7
07
Tra
de
and
oth
ble
er p
aya
s
19 425
,759
379
,020
Oth
nt a
ts
er c
urre
sse
23,2
51
15,8
24
Tra
de
abl
es f
rel
d c
ies
ate
pay
rom
om
pan
19 &
28
1 1
Oth
nt f
ina
ncia
l as
set
er c
urre
s
11 7,42
3
6,38
6
Cor
inc
x li
abi
litie
ate
e ta
por
om
s
20.
b
19,3
54
18,5
95
Cas
h a
nd
h e
qui
vale
nts
cas
11 183
,010
176
,544
Oth
nt l
iab
ilitie
er c
urre
s
18 33,
684
8,80
7
Tot
al c
nt a
ts
urre
sse
756
,501
646
,998
Tot
al c
nt l
iab
ilitie
urre
s
585
,849
515
,494
TOT
AL
AS
SET
S
2,43
2,60
4
2,3
06,4
85
TOT
AL
EQ
UIT
Y A
ND
LIA
BIL
ITIE
S
2,43
2,60
4
2,3
06,4
85

The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of financial position as at 31 December 2022.

APPLUS SERVICES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR 2022 (Thousands of Euros)

Notes 2022 2021
CONTINUING OPERATIONS
Revenue 21.a 2,049,943 1,776,746
Procurements (206,877) (154,402)
Staff costs 21.b (1,139,837) (1,002,151)
Other operating expenses (376,719) (334,158)
Operating Profit Before Depreciation, Amortization and Others 326,510 286,035
Depreciation and amortization charge 5, 7 & 26.b (185,666) (164,852)
Impairment and gains and losses on disposals of non-current assets 4 (6,004) (11,500)
Other results 21.c (9,644) (8,185)
OPERATING PROFIT 125,196 101,498
Financial Result 22 & 26.b (33,580) (25,881)
Share of profit of companies accounted for using the equity method (153) -
Profit / (Loss) before tax 91,463 75,617
Corporate income tax 20 (29,549) (25,610)
Net Profit / (Loss) from continuing operations 61,914 50,007
PROFIT / (LOSS) FROM DISCONTINUED OPERATIONS NET OF TAX - -
NET CONSOLIDATED PROFIT / (LOSS) 61,914 50,007
Profit / (Loss) attributable to non-controlling interests 13 13,314 17,765
NET PROFIT / (LOSS) ATTRIBUTABLE TO THE PARENT 48,600 32,242
Profit / (Loss) per share (in euros per share) 12.d
- Basic 0.36 0.23
- Diluted 0.36 0.23

The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of profit or loss for 2022.

APPLUS SERVICES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2022

(Thousands of Euros)

Sh
are
ital
cap
Sh
are
miu
pre
m
tai
rni
Re
ned
ea
ngs
and
ot
her
re
ser
ves
Pro
fit /
(
los
s)
for
th
e
yea
r
att
rib
uta
ble
to
the
Pa
t
ren
Tre
asu
ry
sha
res
Fo
reig
n c
urr
enc
y
tra
nsl
atio
n r
ese
rve
No
rol
ling
ont
n-c
inte
ts
res
To
tal
uity
eq
Ba
lan
at 3
1/1
2/2
020
ce
13,
070
449
391
,
363
291
,
(
158
239
)
,
(
2,
664
)
(
79,
611
)
48,
635
633
873
,
Ch
in t
he
of c
olid
atio
ang
es
sco
pe
ons
n
- - 1,3
19
- - - 317 1,6
36
Allo
ion
of
202
0 p
rofi
cat
t
- - (
158
,23
9)
158
,23
9
- - - -
Div
ide
nds
id
pa
- - (
21,
453
)
- - - (
20,
210
)
(
41,
663
)
Tre
har
asu
ry s
es
- - 1,2
15
- (
763
)
- - 452
Oth
han
er c
ges
- - 1,5
38
- - - 81 1,6
19
202
1 c
hen
siv
e in
om
pre
com
e
- - - 32,
242
- 18,
295
19,
892
70,
429
1/1
2/2
Ba
lan
at 3
021
ce
13,
070
449
391
,
187
671
,
32,
242
(
)
3,
427
(
)
61,
316
48,
715
666
346
,
Ch
in t
he
of c
olid
atio
ang
es
sco
pe
ons
n
- - 6,9
41
- - - (
6,1
94)
747
Allo
ion
of
202
1 p
rofi
cat
t
- - 32,
242
(
32,
242
)
- - - -
Div
ide
nds
id (
*)
pa
- - (
20,
321
)
- - - (
21,
641
)
(
41,
962
)
Tre
har
asu
ry s
es
- - 560 - (
)
10,
690
- - (
)
10,
130
Sh
ital
red
ion
uct
are
ca
p
(
)
715
- (
)
52,
988
- - - - (
)
53,
703
Oth
han
er c
ges
- - (
)
147
- - - 9 (
)
138
202
2 c
hen
siv
e in
om
pre
com
e
- - - 48,
600
- 17,
876
15,
311
81,
787
1/1
2/2
Ba
lan
at 3
022
ce
12,
355
449
391
,
153
958
,
48,
600
(
)
14,
117
(
)
43,
440
36,
200
642
947
,

(*) The amount finally paid was EUR 20,321 thousand, corresponding to the number of outstanding shares entitled to receive a dividend on the date on which the payment occurs (excluding treasury stock)

The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of changes in equity as at 31 December 2022.

APPLUS SERVICES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR 2022

(Thousands of Euros)

2022 2021
NET CONSOLIDATED PROFIT: 61,914 50,007
1. Other comprehensive income:
a) Items that will not be transferred to profit or loss
b) Items that could be transferred to profit or loss:
Exchange differences on translating foreign operations
-
19,873
-
20,422
2. Transfers to the statement of profit or loss: - -
Other comprehensive result 19,873 20,422
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 81,787 70,429
Total comprehensive income for the year attributable to:
- The Parent
- Non-controlling interests
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
66,476
15,311
81,787
50,537
19,892
70,429

The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of comprehensive income for 2022.

APPLUS SERVICES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2022

(Thousands of Euros)

Notes 2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit from operating activities before tax 91,463 75,617
Adjustments of items that do not give rise to operating cash flows
Depreciation and amortisation charge 5 & 7 185,666 164,852
Changes in provisions and allowances (4,938) (4,939)
Financial result 22 33,580 25,881
Share of profit of companies accounted for using the equity method 153 -
Gains or losses on disposals of intangible and tangible assets (7,369) 9,686
Profit from operations before changes in working capital (I) 298,555 271,097
Changes in working capital
Changes in trade and other receivables (58,232) (71,609)
Changes in inventories 9 1,487 (2,326)
Changes in trade and other payables 47,214 28,212
Cash generated by changes in working capital (II) (9,531) (45,723)
Other cash flows from operating activities
Other payments 17.b - (1,715)
Corporate Income tax payments (40,049) (36,071)
Cash flows from operating activities (III) (40,049) (37,786)
NET CASH FLOW FROM OPERATING ACTIVITIES (A)= (I)+(II)+(III) 248,975 187,588
CASH FLOWS FROM INVESTING ACTIVITIES:
Business combination 3,387 5,585
Payments due to acquisition of subsidiaries and other non-current financial assets (66,183) (82,004)
Proceeds from disposal of tangible and intangible assets - 2,758
Payments due to acquisition of tangible and intangible assets 5 & 7 (66,077) (63,077)
Net cash flows used in investing activities (B) (128,873) (136,738)
CASH FLOWS FROM FINANCING ACTIVITIES:
Share Buyback (64,786) -
Interest received 923 1,746
Interest paid (17,968) (14,624)
Net changes in non-current financing (proceeds and payments) 82,937 28,772
Net changes in current financing (proceeds and payments) (22,739) 15,715
Net payment of lease liabilities 26.c (66,933) (60,336)
Dividends 12.b (20,321) (21,453)
Dividends paid by Group companies to non-controlling interests (9,191) (18,521)
Net cash flows used in financing activities (C) (118,078) (68,701)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES (D) 4,442 4,927
NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D) 6,466 (12,924)
Cash and cash equivalents at beginning of year 176,544 189,468
Cash and cash equivalents at end of year 11 183,010 176,544

The accompanying Notes 1 to 31 and Appendices I and II are an integral part of the consolidated statement of cash flows for 2022.

CONTENTS Page

Consolidated statement of financial position as at 31 December 2022
Consolidated statement of profit or loss for 2022
Consolidated statement of comprehensive income for 2022
Consolidated statement of changes in equity for 2022
Consolidated statement of cash flows for 2022
Explanatory notes to the consolidated financial statements for 2022
1. GROUP ACTIVITIES 5
2. BASIS OF PRESENTATION AND BASIS OF CONSOLIDATION 6
3. ACCOUNTING AND VALUATION POLICIES 17
4. GOODWILL 31
5. OTHER INTANGIBLE ASSETS 33
6. IMPAIRMENT OF ASSETS 39
7. PROPERTY, PLANT AND EQUIPMENT 42
8. NON-CURRENT FINANCIAL ASSETS 44
9. INVENTORIES 45
10. TRADE RECEIVABLES FOR SALES AND SERVICES, TRADE RECEIVABLES FROM
RELATED COMPANIES AND OTHER RECEIVABLES 45
11. CURRENT FINANCIAL ASSETS, CASH AND CASH EQUIVALENTS 47
12. EQUITY 47
13. NON-CONTROLLING INTERESTS 50
14. OBLIGATIONS AND BANK BORROWINGS 51
15. OTHER NON-CURRENT FINANCIAL LIABILITIES 55
16. FINANCIAL RISKS AND DERIVATIVE FINANCIAL INSTRUMENTS 55
17. NON-CURRENT PROVISIONS 57
18. OTHER NON-CURRENT AND CURRENT LIABILITIES 58
19. TRADE AND OTHER PAYABLES 59
20. CORPORATE INCOME TAX 60
21. OPERATING INCOME AND EXPENSES 65
22. FINANCIAL RESULT 69
23. INFORMATION ON THE ENVIRONMENT 69
24. PROPOSAL OF ALLOCATION OF PROFIT/LOSS 70
25. SEGMENTED INFORMATION 70
26. LEASES 73
27. OBLIGATIONS ACQUIRED AND CONTINGENCIES 74
28. TRANSACTIONS AND BALANCES WITH RELATED PARTIES 76
29. DISCLOSURES ON THE BOARD OF DIRECTORS AND THE SENIOR EXECUTIVES 78
30. EVENTS AFTER THE REPORTING PERIOD 81
31. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH 81

Applus Services, S.A. and Subsidiaries

Notes to the Consolidated Financial Statements for the year ended 31 December 2022

1. Group activities

Applus Services, S.A. (formerly Applus Technologies Holding, S.L. hereinafter -"the Parent" or "the Company"-) has been the Parent of the Applus Group ("Applus Group" or "the Group") since 29 November 2007. The Parent Company has its registered office in calle Campezo 1, edificio 3, Parque Empresarial Las Mercedes, in Madrid (Spain).

The Parent's Company purpose is as follows:

  • ‐ To provide services in relation to the transport sector and vehicle and highway safety (engineering processes, design, testing, approval and certification of used cars), as well as technical inspections in sectors other than the automotive sector, with a blanket exclusion of activities that are covered by special legislation.
  • ‐ The technical audits of all types of installations for technical inspection or control of vehicles located anywhere in Spain or abroad, as well as any other type of technical inspection other than vehicles.
  • ‐ The production and execution of studies and projects in relation to the previously mentioned activities: economic, industrial, property, information technology, market surveys and research, as well as the supervision, direction and provision of services and advice in the execution thereof. Provision of services, advice, administration, operation and management, whether technical, fiscal, legal or commercial.
  • ‐ Business intermediation services, both locally and abroad.
  • ‐ To provide all types of inspection services and quality and quantity control, regulatory inspection, collaboration with administration, consultancy, audit, certification, approval, personnel training and qualification, and technical assistance in general in order to improve the organization and management of quality, safety and environmental aspects.
  • ‐ To carry out studies, works, measurements, tests, analyses and controls, in laboratories or in situ, and such other professional methods and actions considered necessary or advisable, in particular those related to manufacturing materials, equipment, products and installations, in the fields of mechanics, electricity, electronics and information technology, transport and communications, administrative organization and office automation, mining, food, environment, construction and civil works, performed during the stages of design, planning, manufacturing, construction and assembly and commissioning, maintenance and production for all types of companies and entities, both public and private, as well as before the Central State Administration, the Administrations of Autonomous Communities, Provinces and Municipalities, and all types of agencies, institutions and users, whether within the country or abroad.

‐ The purchase, holding and administration, whether direct or indirect, of shares, corporate interests, quota shares and any other form of holding or interest in the capital and/or securities granting right to the obtaining of shares, corporate interests, quota shares, or other holdings or interests in companies of any type, with or without legal personality, established in accordance with Spanish law or any other applicable legislation, in accordance with Article 108 of the Law 27/2014, of 27 November 2014, on Corporate Income Tax, or by such legislation as may replace it, as well as the administration, management and guidance of such companies and entities, whether directly or indirectly, by means of the membership, attendance and holding of positions on any governing and management bodies of such companies or entities, carrying out the described advisory, management and guidance services making use of the corresponding organization of material and personnel means. An exception is made for those activities expressly reserved by law for Collective Investment Institutions, as well as for that expressly reserved by the Securities Market Act for investment service companies.

The activities may be carried out either directly by the Company or through the ownership of shares or equity interest in other companies with an identical or related purpose, including the carrying out of all its activities in an indirect manner, therefore acting solely as a holding company.

All activities for which the law establishes special requirements that cannot be carried out by the Company are excluded from the corporate purpose. Should legal provisions require a professional qualification, administrative authorization, or registration with a public registry to be able to perform any of the activities included in the corporate purpose, such activities must be performed by persons who hold such professional qualifications, and such tasks shall not be able to commence until the administrative requirements have been met.

The Parent's shares have been listed on the stock market since 9 May 2014.

The subsidiaries and associates directly or indirectly owned by the Parent included in the scope of consolidation are shown in Appendix I.

The subsidiaries and associates directly or indirectly owned by the Parent excluded from the scope of consolidation either because they are dormant companies or because effective control over them is not exercised by the shareholders of the Applus Group are shown in Appendix II.

In view of the business activities carried out by the Parent Company and its subsidiaries, they do not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in the notes to the consolidated financial statements (see Note 23).

2. Basis of presentation and basis of consolidation

2.a. Basis of presentation of the consolidated financial statements

a) Basis of presentation

These consolidated financial statements for 2022 were authorized for issue by the Parent's Directors at the Board of Directors Meeting held on 23 February 2023. The 2022 consolidated financial statements of the Group and the 2022 financial statements of the Group companies have not yet been approved by their shareholders at the respective Annual General Meetings. The Parent's Board of Directors considers that these financial statements will be approved without any changes. The Group's consolidated financial statements for 2021 were approved by the shareholders at the Parent's Annual General Meeting of 28 June 2022 and were filed at the Madrid Mercantile Register.

The Parent's Directors have prepared the Applus Group's consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRSs), in conformity with Regulation (EC) no. 1606/2002 of the European Parliament and of the Council, taking into account all the mandatory accounting principles and rules and measurement bases and the Spanish Commercial Code, the Spanish Companies Act and other Spanish corporate law applicable to the Group.

These consolidated financial statements for 2022 were prepared from the separate accounting records of the Parent and of each of the subsidiaries (detailed in Appendix I) and, accordingly, they present fairly the consolidated equity, the consolidated financial position, the consolidated results of the Group, the changes in consolidated equity and the consolidated cash flows under EU-IFRSs and the other rules contained in the regulatory financial reporting framework applicable to the Group.

The accounting policies used to prepare these consolidated financial statements comply with all the EU-IFRSs in force at the date of their preparation. The EU-IFRSs provide for certain alternatives regarding their application. The alternatives applied by the Group are described in Notes 2 and 3.

b) Comparative information

The information relating to 2022 contained in these notes to the consolidated financial statements is presented, for comparison purposes, with information relating to 2021.

c) Responsibility for the information and use of estimates

The Parent's Directors are responsible for the information included in these consolidated financial statements in accordance with the applicable regulatory financial reporting framework (see section a) above) and for the internal control measures that they consider necessary to ensure the consolidated financial statements do not have any material misstatement.

In the Group's consolidated financial statements for 2022 estimates were made by the Group Management, later ratified by their Directors, in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate mainly to the following:

  • ‐ The measurement of goodwill (see Notes 3.a and 4).
  • ‐ The impairment losses on certain assets (see Notes 3.d and 6).
  • ‐ The recovery of deferred tax assets (see Note 20).
  • ‐ The right-of-use assets and obligations under leases (see Note 26).
  • ‐ The useful life of the property, plant and equipment and intangible assets (see Notes 3.b and 3.c).
  • ‐ The assumptions used in measuring the recoverable amount of the financial instruments and the assets and liabilities in the business combinations (see Notes 3.e and 3.k).
  • ‐ Income from pending to be billed services (see Note 3.q).
  • ‐ Provisions and contingent liabilities (see Notes 3.j, 17 and 27).
  • ‐ Corporate income tax and deferred tax assets and liabilities (see Note 20).
  • ‐ The identification and measurement of the assets and liabilities included in business combinations (see Notes 2.b.e and 5).

Although these estimates were made on the basis of the best information available as of 31 December 2022 on the events analysed, events that may take place in the future might make it necessary to change these estimates (upwards or downwards) in the coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, recognising the effects of the change in the related consolidated statement of profit or loss or consolidated statement of changes in equity, as appropriate.

d) Financial situation and going concern assumption

The Directors and Management of the Group continue to constantly monitor the geopolitical and macroeconomic situation in the markets in which the Group operates and follows-up on the accomplishment of the three-year Strategic Plan announced in November 2021. In 2022, special attention has been paid to the possible effects derived from the COVID-19, the war between Russia and Ukraine and the geopolitical and financial risks in the markets in which the Group operates. Additionally, the Directors and Management of the Group have paid special attention to the technological risks, cyberattacks and also to the environmental and regulatory risks. No significant impact for the Group has been detected. The liquidity of the Group at 31 December 2022 amounts to EUR 493 million (see Note 14). For all these reasons, the Group's Directors consider that the conclusion on the application of the going concern basis of accounting remains valid.

e) Presentation and functional currency

These consolidated financial statements are presented in thousands of euros, since this is the currency of the Parent and of the main economic area in which the Group operates. Foreign operations are recognised in accordance with the policies described in Note 3.o.

f) Changes in accounting policies

In preparing the accompanying consolidated financial statements no changes in accounting policies were identified that would have made it necessary to restate the amounts included in the consolidated financial statements for 2021.

g) Materiality

When determining the information to be disclosed in these notes to the consolidated financial statements on the various line items in the consolidated financial statements or on other matters, the Group took into account the materiality principle.

2.b. Basis of consolidation and changes in the scope of consolidation

a) Subsidiaries

Subsidiaries are those entities over which the Applus Group directly or indirectly controls the financial and operating policies, exercises power over the relevant activities, maintains exposure, or rights, to variable returns from involvement with the investee; and the ability to use power over the investee to affect the amount of the investor's returns. The subsidiaries are consolidated from the date on which control is transferred to the Applus Group and are excluded from consolidation on the date that control ceases to exist. Appendix I discloses the most significant information about these entities.

The financial statements of the subsidiaries are fully consolidated with those of the Parent following the full consolidation method. Accordingly, all balances and effects of the transactions between consolidated companies are eliminated on consolidation.

Where necessary, adjustments are made to the financial statements of the subsidiaries to adapt the accounting policies used to those applied by the Group.

The businesses acquired are recognised using the acquisition method so that the assets, liabilities and contingent liabilities of a subsidiary are measured at their acquisition-date fair values. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill (see Notes 3.a and 4). Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired is credited to profit or loss on the acquisition date. The interest of non-controlling shareholders is stated at their proportion of the net assets and liabilities recognised of the acquired company.

The share of non-controlling interests is reflected in:

  • ‐ The equity of their subsidiaries, which is presented within the Group's equity under "Non-Controlling Interests" in the consolidated statement of financial position (see Note 13).
  • ‐ The profit for the year of their subsidiaries, which is presented under "Profit/Loss Attributable to Non-Controlling Interests" in the consolidated statement of profit or loss (see Note 13).

Also, in accordance with standard practice, the accompanying consolidated financial statements do not include the tax effects that might arise as a result of the inclusion of the results and reserves of the consolidated companies in those of the Parent, since it is considered that no transfers of reserves will be made that are not taxed at source and that such reserves will be used as means of financing at each company.

b) Associates

Associates are companies over which the Parent is in a position to exercise significant influence, but not control or joint control. Normally this capacity exists because the Group holds -directly or indirectly- between 20% and 50% of the voting power of the subsidiary.

At 31 December 2022, the Group only held, as an associate, an ownership interest of 30% in the investee Velosi (B) Sdn Bhd, domiciled in Brunei and 30% in the investee Indoor Climate Management S.L, domiciled in Spain. The assets, liabilities, revenue and profit or loss of both companies were not significant.

In the consolidated financial statements, investments in associates are accounted for using the equity method, i.e. at the Group's share of net assets of the subsidiary, after taking into account the dividends received therefrom and other equity eliminations. In the case of transactions with an associate, the related profits and losses are eliminated to the extent of the Group's interest in the associate.

If as a result of losses incurred by an associate its equity was negative, the investment should be presented in the Group's consolidated statement of financial position with a zero value, unless the Group is obliged to give it financial support.

c) Changes in accounting policies and in disclosures of information effective in 2022

In 2022 new accounting standards came into force and were therefore taken into account when preparing the accompanying consolidated financial statements. The following standards were applied in these consolidated financial statements but did not have a significant impact on the presentation hereof or the disclosures herein:

New standards, amendments and interpretations Obligatory application in
annual reporting periods
beginning or after:
Approved for use in the European Union
Amendments and/or interpretations:
Amendments to IAS 16
Property, Plant and Equipment—
Proceeds before Intended Use
(issued in May 2020)
These
amendments
prohibit
the
deduction from the cost of property,
plant and equipment of any proceeds
from the sale of items produced while
an entity is preparing those items for
their intended use. The proceeds from
the sale of samples, together with the
related production costs, must be
recognised in profit or loss.
1 January 2022
Amendments to IAS 37
Onerous Contracts – Cost of Fulfilling
a Contract (issued in May 2020)
These amendments explain that the
cost of fulfilling a contract comprises
the incremental costs of fulfilling that
contract and an allocation of other costs
1 January 2022
that relate directly to fulfilling the
contract.
Annual
Improvements
to
IFRS
Standards 2018–2020 (issued in May
2020)
Minor amendments to IFRS 1, IFRS 9,
IFRS 16 and IAS 41.
1 January 2022

d) Accounting policies issued but not yet in force in 2022

At the date of preparation of these consolidated financial statements, the following standards and interpretations had been published by the International Accounting Standards Board (IASB) but had not yet come into force, either because their effective date is subsequent to the date of these consolidated financial statements or because they had not yet been adopted by the European Union (EU-IFRSs):

New standards, amendments and interpretations Obligatory
application
in
annual
reporting
periods
beginning
or
after:
Approved for use in the European Union
Amendments and/or interpretations:
Amendments to IAS 1
Disclosure of Accounting Policies
(issued in February 2021)
Amendments that enable entities to
adequately identify material accounting
policy information that must be disclosed
in the financial statements.
1 January 2023
Amendments to IAS 8
Definition of Accounting Estimates
(issued in February 2021)
Amendments and clarifications regarding
the definition of a change in an accounting
estimate.
1 January 2023
Amendments to IAS 12
Deferred tax related to Assets and
Liabilities
arising
from
a
Single
Transaction (issued in May 2021)
Clarifications regarding how entities shall
recognise
deferred
tax
arising
in
transactions
such
as
leases
and
dismantling obligations.
1 January 2023
Amendments to IFRS 17
Insurance
Contracts

Initial
Application of IFRS 17 and IFRS 9,
Comparative Information (issued in
June 2020)
Amendments
to
the
transition
requirements of IFRS 17 for insurers that
first apply IFRS 17 and IFRS 9 at the
same time.
1 January 2023
New standards:
IFRS 17, Insurance Contracts and
amendments to IFRS 17 (issued in
May 2017)
IFRS
17
supersedes
IFRS
4
and
establishes principles for the recognition,
measurement,
presentation
and
disclosure of insurance contracts issued
to ensure that entities provide relevant
and reliable information that gives a basis
for users of the financial information to
assess the effect that insurance contracts
have on the financial statements.
1 January 2023
Not yet approved for use in the European Union
Amendments and/or interpretations:
Classification of Liabilities as Current
or Non-current (Amendments to IAS
1) (issued in January 2020)
Clarifications regarding the presentation
of liabilities as current or non-current.
1 January 2024
Amendments to IFRS 16, Lease
Liability in a Sale and Leaseback
(issued in May 2020)
These
amendments
clarify
the
subsequent accounting for lease liabilities
arising in a sale and leaseback.
1 January 2024

The Parent's Directors have not considered the early application of the standards and interpretations detailed above and, in any event, application thereof will be considered by the Group once they have been approved, as the case may be, by the European Union.

In any case, the Parent's Directors are assessing the potential impact of applying these standards in the future and consider that their entry into force will not have a material effect on the Group's consolidated financial statements.

e) Changes in the scope of consolidation

e.1. Inclusions in the scope of consolidation in 2022:

The companies included in the scope of consolidation in 2022 are as follows:

  • Companies acquired in 2022:
    • Lightship Security, Inc.
    • Lightship Security USA, Inc.
    • Alpe Metrología Industrial, S.L.
    • Entidad IDV Madrid, S.L.U.
    • jtsec Beyond IT Security, S.L.
    • K2 Ingeniería S.A.S.
    • AITE Solutions S.A.S.
  • Investment using the equity method in 2022:
    • Indoor Climate Management, S.L.
  • Companies incorporated during 2022:

  • Applus Certificación IDI, S.L.

e.1.1. Companies acquired in 2022

Lightship Security Group acquisition

On 27 January 2022, the Applus Group acquired Lightship Security, Inc. and Lightship Security USA, Inc., for an initial cost of CAD 30.3 million (EUR 20.9 million at the acquisition date). Additionally, the agreement includes an earn-out tied to certain financial targets, which the acquiree would have to achieve in the period 2022-2026. The Group considers that the conditions will be met for the earn-out amount to CAD 22.5 million (EUR 15.5 million at the acquisition date) and, accordingly, this amount was considered when determining the acquisition cost. The companies have been integrated into the Applus+ Laboratories division.

In the provisional amounts recognised in accounting for this business combination, the intangible assets identified relating to accreditations amounting to EUR 9.4 million were measured at fair value in line with the projections used when they were acquired and a goodwill of EUR 29.1 million. The Group made a provisional allocation with the help of an independent expert (see Note 5).

The revenue attributable to Lightship Security Group amounts to EUR 7.3 million per year. The revenue attributable to the business combination from the date of acquisition to 2022 year-end amounted to EUR 6.4 million.

The entity's result since the date of the acquisition and for the year 2022 is not significant considering the impact of the amortization of the intangible assets mentioned before.

K2 Ingeniería Group acquisition

On 6 September 2022, the Applus Group acquired K2 Ingeniería S.A.S. and AITE Solutions S.A.S., for an initial cost of COP 72.7 billion (EUR 16.5 million at the acquisition date). Additionally, the agreement includes an earnout tied to certain financial targets, which the acquiree would have to achieve in the period 2022-2024. The Group considers that the conditions will be met for the earn-out amount to COP 66.7 billion (EUR 15.2 million at the acquisition date) and, accordingly, this amount was considered when determining the acquisition cost. The companies have been integrated into the Applus+ Energy & Industry division.

In the provisional amounts recognised in accounting for this business combination, the intangible assets identified relating to customer portfolio and software amounting to EUR 11 million were measured at fair value in line with the projections used when they were acquired and a goodwill of EUR 20.2 million. The Group made a provisional allocation with the help of an independent expert (see Note 5).

The revenue attributable to K2 Ingeniería Group amounts to EUR 13 million per year. The revenue attributable to the business combination from the date of acquisition to 2022 year-end amounted to EUR 9.7 million.

The entity's result since the date of the acquisition and for the year 2022 is not significant considering the impact of the amortization of the intangible assets mentioned before.

Other acquisitions in 2022

On 1 April 2022, the Applus Group acquired Alpe Metrología Industrial, S.L, for an initial cost of EUR 4 million. Additionally, the agreement includes an earn-out tied to certain financial targets, which the acquiree would have to achieve in 2022 and 2023. The Group considers that the conditions will be met for the earn-out amount to EUR 0.2 million and, accordingly, this amount was considered when determining the acquisition cost. The goodwill resulting from the difference between the fair value of the assets and liabilities assumed, and the cost of the business combination amounts, provisionally, to EUR 2.4 million. The company has been integrated into the Applus+ Laboratories division.

On 20 April 2022, the Applus Group acquired Entidad IDV Madrid, S.L.U., for an initial cost of EUR 14.2 million. The goodwill resulting from the difference between the fair value of the assets and liabilities assumed, and the cost of the business combination amounts, provisionally, to EUR 9.7 million. This company has been integrated into the Applus+ Automotive division.

On 6 July 2022, the Applus Group acquired jtsec Beyond IT Security, S.L., for an initial cost of EUR 7 million. Additionally, the agreement includes an earn-out tied to certain financial targets, which the acquiree would have to achieve in 2022 and 2023. The Group considers that the conditions will be met for the earn-out amount to EUR 3.5 million and, accordingly, this amount was considered when determining the acquisition cost. The goodwill resulting from the difference between the fair value of the assets and liabilities assumed, and the cost of the business combination amounts, provisionally, to EUR 10 million. The company has been integrated into the Applus+ Laboratories division.

On 8 April 2022, the Applus Group acquired 30% of Indoor Climate Management S.L. for an initial price of EUR 3 million. This company was included in the Applus+ Energy & Industry division. The company was accounted for using the equity method in the consolidated financial statements.

The provisional registration of these acquisitions includes a detail of the acquired net assets and of the provisional goodwill at the acquisition date (in thousands of euros):

Lightship
Security, Inc.
(Group)
Alpe
Metrología
Industrial, S.L.
IDV Madrid,
S.L.U.
jtsec
Beyond IT
Security,
S.L.
K2
Ingeniería,
S.A.S.
(Group)
Total
Non- current assets 9,878 244 9,912 190 14,466 34,690
Inventories - - - - 2,142 2,142
Trade and other receivables (1,578) 855 398 336 223 234
Cash and cash equivalents 489 998 1,783 690 1,579 5,539
Non- current liabilities (223) (36) (6,054) - (1,324) (7,637)
Current liabilities (1,070) (269) (1,230) (338) (5,110) (8,017)
Value of assets and liabilities acquired 7,496 1,792 4,809 878 11,976 26,951
% of ownership 100% 100% 100% 100% 100%
Value of assets and liabilities net of minorities 7,496 1,792 4,809 878 11,976 26,951
Acquisition cost 36,592 4,177 14,500 10,846 32,171 98,286
Goodwill (Note 4) 29,096 2,385 9,691 9,968 20,195 71,335

At the date of authorisation for issue of these consolidated financial statements, the process to measure at fair value the assets and liabilities related to these acquisitions had not been completed and, accordingly, the value of the related goodwill is provisional. The Parent's Directors consider that the process to measure the assets and liabilities and to allocate the goodwill will be completed in 2023, and that any adjustment will be applied retrospectively in accordance with IFRS 3, Business Combinations.

e.2. Exclusions from the scope of consolidation in 2022:

In 2022, the following companies have been liquidated without generating any significant impacts on the consolidated statement of profit or loss:

  • ‐ Datapointlabs India, Inc.
  • ‐ Velosi Australia Pty Ltd
  • ‐ Velosi Cameroun Sarl
  • ‐ Applus Steel Test Secunda (Pty)
  • ‐ MxV Engineering Inc.
  • ‐ RTD UK Holding Limited
  • ‐ Midstream Technical Inspection Services, LLC.
  • ‐ Liuzhou Reliable Auto Analysis Testing Ltd

In December 2022, the company K1 Kasastajat, OY has been disposed for an amount of EUR 4.6 million, which did not give rise to any significant impact on the consolidated statement of profit or loss.

Pursuant to IFRS 5.32, the Directors have not considered presenting the aforementioned divestments as discontinued operations as they are not a business line or significant geographic area.

e.3. Inclusions in the scope of consolidation in 2021:

The companies included in the scope of consolidation in 2021 were as follows:

  • Companies acquired in 2021:
    • Adícora Servicios de Intermediación de Ingeniería, S.L.U.
    • Ingeniería, Estudio y Construcciones, S.A.U.
    • IMA Materialforschung und Anwendungstechnik GmbH
    • WIAM GmbH
    • SWM Struktur und Werkstoffmechanikforschung Dresden gemeinnützige GmbH
    • Soil and Foundation Company Limited
    • Geotechnical and Environmental Company Limited
    • Soil and Foundation Company Limited Egypt
    • Enertis Solar, S.L.U.
    • Enertis UK Limited
    • Enertis Solar, Inc.
    • Enertis Mexico S.A. de C.V.
    • Enertis Colombia S.A.S.
    • Enertis Chile, SpA
    • Enertis S.A.S.
  • Enertis South Africa (PTY) Ltd
  • Enertis AM Chile, SpA
  • Companies incorporated during 2021:
    • Applus Iteuve Mexico, S.A. de C.V.
    • Shanghai Reliable Analysis Scientific Testing Co., Ltd.
    • Applus Organismo de Control, S.L.U.

e.3.1. Companies acquired in 2021

IMA Group acquisition

On 26 May 2021, the Applus Group acquired IMA Materialforschung und Anwendungstechnik GmbH, WIAM GmbH and SWM Struktur - und Werkstoffmechanikforschung Dresden gemeinnützige GmbH for an initial cost of EUR 30 million. The companies were integrated into the Applus+ Laboratories division.

In the accounting of this business combination the intangible assets identified relating to trademark and accreditations amounting to EUR 11.9 million were measured at fair value in line with the projections used when they were acquired and a goodwill of EUR 11.2 million. The Group made an allocation with the help of an independent expert (see Note 5). In the first semester of 2022 the Group completed the accounting for the assets acquired and no significant changes were met (see Note 4).

The revenue attributable to the business combination from the date of acquisition to 2021 year-end amounted to EUR 18.5 million.

SAFCO Group acquisition

On 3 June 2021, the Applus Group acquired Soil and Foundation Company Limited, Geotechnical and Environmental Company Limited and Soil and Foundation Company Limited Egypt (SAFCO Group), for an initial cost of USD 30 million (approximately EUR 25 million at the acquisition date). Additionally, the agreement included an earn-out tied to certain financial targets which the acquirees would have to achieve in 2020, 2021 and 2022. The Group considered that the conditions would prevail for an earn-out amount of USD 22 million (EUR 18 million at the acquisition date) and, accordingly, this amount was considered when determining the acquisition cost. The companies were integrated into the Applus+ Energy & Industry division.

In the accounting of this business combination the intangible assets identified relating to customer portfolio amounting to EUR 17.3 million were measured at fair value in line with the projections used when they were acquired. The Group made an allocation with the help of an independent expert (see Note 5). In the first semester of 2022, the Group completed the accounting for the assets acquired and no significant changes were met (see Note 4).

The revenue attributable to the business combination from the date of acquisition to 2021 year-end amounted to EUR 19.4 million.

Enertis Group acquisition

On 2 July 2021, the Applus Group acquired Enertis Solar, S.L.U. and its subsidiaries for an initial cost of EUR 21.2 million. Additionally, the agreement included an earn-out tied to certain financial targets which the acquirees would have to achieve in 2021, 2022 and 2023. The Group considered that the conditions would prevail for the earn-out amount approximately to EUR 5.7 million and, accordingly, this amount was considered when determining the acquisition cost. The companies were integrated into the Applus+ Energy & Industry division.

In the accounting of this business combination the intangible assets identified relating to customer portfolio amounting to EUR 9.5 million were measured at fair value in line with the projections used when they were acquired. The Group made an allocation with the help of an independent expert (see Note 5). In the first semester of 2022 the Group completed the accounting for the assets acquired and no significant changes were met (see Note 4).

The revenue attributable to the business combination from the date of acquisition to 2021 year-end amounted to EUR 11.9 million.

Other acquisitions in 2021

On 2 March 2021, the Applus Group acquired Adícora Servicios de Intermediación de Ingeniería, S.L.U. and Ingeniería, Estudio y Construcciones, S.A.U., for an initial cost of EUR 4.8 million. The goodwill resulting from the difference between the fair value of the assets and liabilities assumed, and the cost of the business combination amounts, provisionally, to EUR 3.4 million. In the first semester of 2022, the Group completed the accounting for the assets acquired and no significant changes were met (see Note 4). There are no significant differences between the fair values of the net assets acquired included in the detail below related to the respective carrying amounts at which they had been previously recognised. The companies were integrated into the Applus+ Energy & Industry division.

The detail of the net assets and goodwill generated by the aforementioned acquisitions at the acquisition date was as follows (in thousands of euros):

Adícora
Servicios
Ingeniería,
S.L.
Ingeniería, Estudio
y Construcciones,
S.A.
IMA
Materialfor
schung und
Anwendung
stechnik,
GMbH
(Group)
Soil and
Foundation
(Group)
Enertis
Solar,
S.L.U.
(Group)
Total
Non- current assets 61 873 29,153 21,783 13,503 65,373
Inventories - - 6,909 368 1,908 9,185
Trade and other receivables 398 770 5,444 4,560 5,064 16,236
Cash and cash equivalents 265 406 1,899 3,558 2,007 8,135
Non- current liabilities - (117) (3,167) (5,557) (4,020) (12,861)
Current liabilities (111) (621) (11,573) (7,360) (6,155) (25,820)
Value of assets and liabilities acquired 613 1,311 28,665 17,352 12,307 60,248
% of ownership 100% 100% 100% 100% 100%
Value of assets and liabilities net of
minorities
613 1,311 28,665 17,352 12,307 60,248
Acquisition cost 1,686 3,636 39,826 43,535 27,728 116,411
Goodwill (Note 4) 1,073 2,325 11,161 26,183 15,421 56,163

According to IFRS 3, the accounting process for acquisitions made in the previous financial year has been completed in 2022.

e.4. Exclusions from the scope of consolidation in 2021:

In 2021 the following companies were liquidated without generating any significant impacts on the consolidated statement of profit or loss:

  • ‐ Velosi Engineering Projects Pte. Ltd
  • ‐ Applus Aerospace UK Limited
  • ‐ Applus Velosi Czech Republic s.r.o.
  • ‐ VAIL Consultancy Services DMCC
  • ‐ Velosi Angola Prestaçao de Serviços, Limitada
  • ‐ Technical Inspection Services, Ltd

3. Accounting and valuation policies

The principal accounting policies used in preparing the Group's consolidated financial statements, in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, were as follows:

a) Goodwill

Goodwill represents the excess of the cost of the combination over the fair value of the interest in the net identifiable assets of a subsidiary, jointly controlled entity or acquired associate at the acquisition date. Goodwill relating to the acquisition of subsidiaries or jointly controlled entities is included in intangible assets and goodwill relating to the acquisition of associates is included in investments accounted for using the equity method.

The cost of a business combination is the aggregate of:

  • ‐ The acquisition-date fair value of the assets acquired, the liabilities incurred or assumed and the equity instruments issued; and
  • ‐ The fair value of any contingent consideration that depends on future events or on the fulfilment of certain specified conditions.

The costs incurred to issue equity or debt securities given up in exchange for the items acquired are not included in the cost of a business combination.

In addition, the cost of a business combination does not include the fees paid to legal advisers and other professionals involved in the combination or, clearly, any costs incurred internally in this connection. Such amounts are charged directly to the consolidated statement of profit or loss.

If the business combination is achieved in stages and, therefore, the acquirer already held an equity interest in the acquiree immediately before the acquisition date (the date on which control is obtained), the goodwill or gain on a bargain purchase is the difference between:

  • ‐ The cost of the business combination, plus the acquisition-date fair value of any equity interest previously held by the acquirer in the acquiree.
  • ‐ The fair value of the identifiable assets acquired less the fair value of the liabilities assumed, determined as indicated above.

Any gain or loss resulting from the remeasurement at fair value of the previously held equity interest in the acquiree on the date control is obtained, is recognised in the consolidated statement of profit or loss. If the investment in this investee had previously been measured at fair value, any valuation adjustments not yet recognised in profit or loss will be transferred to the consolidated statement of profit or loss. Also, the cost of a business combination is presumed to be the best reference for estimating the acquisition-date fair value of any previously held equity interest.

Goodwill arising on the acquisition of companies with a functional currency other than the euro is measured in the functional currency of the acquiree and is translated to euros at the exchange rates prevailing at the consolidated statement of financial position date.

If, exceptionally, a gain on a bargain purchase arises from the business combination, it is recognised as income in the consolidated statement of profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete and the provisional amounts may be adjusted in the period required to obtain the necessary information. However, the measurement period shall not exceed one year from the acquisition date. The effects of the adjustments made in that period are recognised retrospectively and comparative information for prior periods must be revised as needed.

Subsequent changes in the fair value of the contingent consideration are recognised in profit or loss, unless the consideration has been classified as equity, in which case subsequent changes in its fair value are not recognised.

If, subsequent to obtaining control, there are transactions to sell or purchase the shares of a subsidiary without losing control thereof, the impacts of these transactions not leading to a change in control are recognised in equity and the amount of goodwill arising on consolidation is not adjusted.

b) Other intangible assets

The other intangible assets are identifiable assets without physical substance which arise as a result of a legal transaction or which are developed internally by the consolidated companies. Only assets whose cost can be estimated reasonably objectively and from which the consolidated companies consider it probable that future economic benefits will be generated are recognised.

Intangible assets are recognised initially at acquisition or production cost, which includes the allocation of the value of goodwill as a result of the business combinations, where applicable, and are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible assets are measured and amortised as follows:

  • ‐ Administrative concessions or similar items that have been acquired by onerous title are amortised on a straight-line basis over the concession term. The initial cost (levy) and, where applicable, the present value of the future payments which are deemed to be necessary when the assets are handed over to the grantor are included in this line item.
  • ‐ The administrative authorisations relate to vehicle roadworthiness testing services in Spain which the Group manages under this name. The main administrative authorisations relate to Spain (Catalonia) and they are amortised on a straight-line basis over the authorisation term which ends in 2035 (see Note 5).
  • ‐ Trademarks acquired in a business combination are initially measured on the basis of their fair value using the Relief from Royalty method. Trademarks are considered to have a finite useful life and are amortised over 20 to 25 years, with the exception of the trademarks associated with IMA Group, which is being amortised over 10 years.
  • ‐ Customer relationship portfolios acquired in a business combination are initially recognised at fair value using the Multi-Period Excess Earnings method. They are amortised over the estimated useful life (ranging from 2 to 25 years) of each portfolio based on historical statistical evidence of the average relationship length.
  • ‐ Accreditations and awards are granted to the Applus companies by public institutions or companies for the purpose of performing trials on third-party services and products under nationally- or internationallyrecognised standards. Those acquired in business combinations are initially recognised at fair value using the Multi-Period Excess Earnings method. They are amortised on a straight-line basis over their estimated finite useful lives (ranging from 5 to 10 years), calculated on the basis of qualitative factors.
  • ‐ Asset usage rights relate to machinery and fixtures used by the Group in the performance of its business activity and are subject to reversal. They are amortised over the residual useful life of the assets to which they correspond, from the acquisition date of the right of use, based on an estimate by an independent valuer.
  • ‐ Computer software is amortised on a straight-line basis. Computer system maintenance costs are charged to the consolidated statement of profit or loss in the year they are incurred.

c) Property, plant and equipment

Property, plant and equipment are recognised at acquisition or production cost.

The companies depreciate their property, plant and equipment using the straight-line method on the basis of the remaining years of estimated useful life of the various items, the detail being as follows:

Years of
estimated
useful life
Buildings 20 to 40
Plant 3 to 12
Machinery and tools 3 to 10
Furniture 2 to 10
Computer hardware 4
Transport equipment 3 to 10

The assets that have to be handed over to the Government at the end of the concession term will have been fully depreciated by this date.

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment losses.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the consolidated statement of profit or loss as other results.

d) Impairment of non-financial assets

Goodwill, intangible assets with an indefinite useful life or intangible assets that cannot be used and are not amortised or depreciated, are tested for impairment annually (or more frequently, where there is an indication of a potential impairment loss). Assets that are amortised or depreciated are tested for impairment whenever an event or a change in circumstances indicates that their carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount.

Recoverable amount is the higher of fair value less costs to sell and value in use.

For the purpose of impairment loss assessment, assets are grouped at the lowest levels for which there are largely independent separately identifiable cash inflows (cash-generating units (CGUs)). The cash-generating units defined by the Group are detailed in Notes 4, 5 and 6.

Pursuant to paragraph 81 of IAS 36, when goodwill cannot be allocated to an individual cash-generating unit, it is allocated to groups of cash-generating units that are expected to benefit from the synergies of the combination and that correspond to the lowest level at which the goodwill can be monitored by the Directors for internal management purposes. In these cases, as established in paragraphs 88 and 89 of IAS 36, the individual cash-generating units are tested for impairment whenever there is an indication that the unit may be impaired, or at least annually, when they include intangible assets with indefinite useful lives specifically allocated to them (see Note 6).

In these circumstances, impairment losses could arise on these intangible assets even though the related goodwill associated with a group of CGUs is not impaired.

In order to calculate the impairment test, the future cash flows of the asset analysed (or of the cash-generating unit to which it belongs) are discounted to their present value using a discount rate that reflects market conditions and the risk specific to the asset. Where the recoverable amount of an asset is estimated to be less than its carrying amount, an impairment loss is recognised for the amount of the difference with a charge to the consolidated statement of profit or loss.

The impairment losses on non-financial assets recognised previously (other than goodwill) are reviewed for possible reversal at each reporting date. When an impairment loss subsequently reverses, the carrying amount of the asset could increase to the revised estimate of its recoverable amount, without exceeding the carrying amount existing prior to the recognition of the impairment loss, less any depreciation or amortisation that should have been recognised. The reversal of an impairment loss on an asset is credited to the consolidated statement of profit or loss.

The method used by the Group to test impairment distinguishes between businesses with indefinite and definite lives. Five-year projections and a perpetuity rate of return from the sixth year are used for businesses with indefinite lives. Projections based on the actual term of the related contract are used for assets with finite lives relating to the rendering of services or concessions, considering the probability of renewal, if applicable, in the cash flow projections.

In both cases, the projections are based on reasonable and well-founded assumptions and were prepared in accordance with the Group's Strategic Plan prepared by the Directors and Group's Management and presented in November 2021 for the next three years and with the Group's strategy for the following years based on past experience and the best estimates available at the date on which the related impairment tests were carried out using the market information available. The projections envisage the evolution of organic revenue and margins of the business that the Group Executive Committee expects for the coming years. Consequently, the possible changes in the scope of consolidation that might take place in the future were not taken into account in the projections or in the impairment tests performed.

Together with the impairment test on the various cash-generating units carried out at least at each year-end, the Group also performs a sensitivity analysis of the main assumptions affecting the calculation. The main assumptions used by the Group in testing for impairment and the results of the sensitivity analysis are described in Note 6.

e) Financial assets

Following the entry into force of IFRS 9, financial assets are classified into the following categories: financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income (equity) and financial assets at amortised cost.

The classification depends on the nature and purpose of the financial assets and is determined when they are initially recognised.

The Group holds financial assets measured at amortised cost, which give rise on specified dates to cash flows that are solely payments of principal and interest. Any financial assets from which the Group expects to collect both contractual cash flows and cash flows from their sale (such as those which are factored, see Note 14.b) are measured at fair value through other comprehensive income (equity). All other financial assets are measured at fair value through profit or loss.

The effective interest method is used to measure the amortised cost of a financial instrument. The effective interest rate is the discount rate applied to the estimated future cash receipts over the expected life of the financial instrument. However, due to the nature of the assets classified under this heading, they are generally recognised on the basis of original acquisition cost because they mature in less than one year.

The Group derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred, such as in the case of firm asset sales and non-recourse factoring of trade receivables in which the Group does not retain any credit or interest rate risk.

However, the Group does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of note and bill discounting and recourse factoring.

The Group recognises impairment losses in accordance with an expected credit loss model, according to IFRS 9, for financial assets measured at amortised cost, trade receivables, or financial assets at fair value through other comprehensive income (equity). The measurement of expected credit losses is based on the probability of default, the loss given default (i.e. the magnitude of the loss if there is a predetermined value) and the exposure in the predetermined value. The Group made this estimate taking into consideration, among other matters, the diversity of its customers by type or segment grouping them by country or geographical region, distinguishing them by sector or industry and selecting an appropriate credit spread curve for each of the financial assets, as well as a historical default analysis of the Group.

f) Information on the environment

Environmental assets are considered to be assets used on a lasting basis in the operations of the Group companies whose main purpose is to minimise adverse environmental effects and to protect and enhance the environment, including the reduction or elimination of the pollution caused in the future by the Applus Group's operations.

In view of the Group's business activity, at 31 December 2022 and 2021 it did not have any significant assets of this nature.

g) Leases

The Group assesses whether a contract is or contains a lease, at inception of it. The Group recognises a rightof-use asset and a lease liability with respect to all lease agreements in which it is the lessee, except for shortterm leases (defined as leases with a lease term of 12 months or less), leases of low value assets (less than USD 5 thousand) and variable rents. For these exceptions, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the payments that are not executed at the commencement date, discounted by using the implicit rate. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

  • ‐ fixed lease payments, less any lease incentives;
  • ‐ variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
  • ‐ the amount expected to be payable by the lessee under residual value guarantees;
  • ‐ the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
  • ‐ payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

‐ the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

  • ‐ the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
  • ‐ a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in Note 3.d. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line "Other expenses" in the consolidated statement of profit or loss.

Additionally, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement.

h) Inventories

Inventories are stated at weighted average cost, which comprises materials and, where applicable, direct labour costs and other costs that have been incurred in bringing the inventories to their present location and condition.

i) Government grants

Government grants related to property, plant and equipment are treated as deferred income and are taken to income over the expected useful lives of the assets concerned. In addition, the Group accounts for other grants, donations and legacies received as follows:

  • ‐ Non-refundable grants, donations or legacies related to assets: these are measured at the fair value of the amount or the asset received, based on whether or not they are monetary grants, and they are taken to income in proportion to the period depreciation taken on the assets for which the grants were received or, where appropriate, on disposal of the asset or on the recognition of an impairment loss, except for grants received from shareholders or owners, which are recognised directly in non-current liabilities and do not give rise to the recognition of any income.
  • ‐ Refundable grants: while they are refundable, they are recognised as a non-current liability.
  • ‐ Grants related to income: grants related to income are credited to income when granted, unless their purpose is to finance losses from operations in future years, in which case they are allocated to income in those years. If grants are received to finance specific expenses, they are allocated to income as the related expenses are incurred.

j) Provisions and contingent liabilities

When preparing the consolidated financial statements the Parent's Directors make a distinction between:

‐ Provisions:

The Group recognises a provision where it has an obligation or liability to a third party arising from past events the settlement of which will give rise to an outflow of economic benefits whose amount and/or timing are not known with certainty but can be reasonably reliably estimated. Provisions are quantified on the basis of the best information available on the event and the consequences of the event and are reviewed and adjusted at the end of each reporting period. The provisions made are used to face the specific risks for which they were originally recognised, and are fully or partially reversed when such risks cease to exist or are reduced.

‐ Contingent liabilities:

Contingent liabilities are all the possible obligations that arise from past events and whose future existence and associated loss are estimated to be unlikely. In accordance with IFRS, the Group does not recognise any provision in this connection. However, as required, the contingent liabilities are disclosed in Note 27.b.

The Group's legal advisers and Directors consider that the outcome of litigation and claims will not have a material effect on the accompanying consolidated financial statements. Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of past events with respect to which it is more likely than not to entail an outflow of resources to settle the obligation and when the amount thereof has been estimated reliably.

Provisions are recognised when the unavoidable costs of meeting the obligations under onerous contracts exceed the benefits expected to be received thereunder.

Provisions are measured at the present value of the amount necessary to settle the obligation at the consolidated statement of financial position date based on the best estimate available.

When it is expected that a portion of the disbursement necessary to settle the provision will be reimbursed by a third party, the reimbursed amount is recognised as an independent asset, provided that receipt thereof is virtually assured.

k) Derivative financial instruments and hedge accounting

The Group has previously used to use financial derivatives to eliminate or significantly reduce interest rate and foreign currency risks relating to its assets. The Group does not use derivative financial instruments for speculative purposes.

The Group's use of financial derivatives is governed by and envisaged in its policies, which provide guidelines for their use (see Note 16).

In 2022 the Group arranged foreign currency derivatives with Spanish banks with a high credit rating. At the end of 2021 the Group had no outstanding financial derivative products.

l) Pension obligations, post-employment benefits and other employee benefit obligations

Defined contribution plans

Under defined contribution plans, the Group pays fixed contributions into a separate entity (a fund) and the Group has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all the benefits to employees.

The Group recognises the contributions to be made to the defined contribution plans as the employees render the related services. The contributions made were recognised under "Staff Costs" in the consolidated statement of profit or loss. The defined contribution liability is recognised as current.

Defined benefit plans

All the post-employment benefit plans that may not be considered as defined contribution plans are benefit plans. These plans may be unfunded or wholly or partially funded by a specific fund.

The defined benefit liability recognised in the consolidated statement of financial position relates to the present value of the defined benefit obligations at the end of the reporting period which are measured annually based on the best estimate possible.

The expense or income relating to the defined benefit plans is recognised under "Staff Costs" in the enclosed consolidated statement of profit or loss. The defined benefit liability is recognised as current or non-current based on the vesting period of the related benefits.

However, the defined benefit obligations are not material (see Note 17.a).

Other employee benefit obligations

The Group has established, with its key personnel, specific remuneration plans based on the following characteristics:

    1. Annual variable remuneration subject to the achievement of certain financial targets in 2022.
    1. Annual variable remuneration plan granted to the Executive Directors, certain executives and employees of the Group consisting of the delivery of RSUs (convertible into Parent's shares). This remuneration plan is approved and granted annually and is convertible to shares three years after the date on which they are granted, 30% the first two years and the remaining 40% in the third year. At 2022 year-end three plans have been approved and ratified (see Notes 19 and 29).
    1. "Long-term Incentive" plan granted to the Executive General Director and certain Senior Executives of the Group, that consists of the delivery of Restricted Stock Units (RSU's) convertible into Parent's shares within three years of the grant date based on the achievement of certain targets (see Notes 19 and 29).
    1. "Long-term Incentive" plan granted to the Executive General Director and certain Senior Executives of the Group, that consists of the delivery of Performance Stock Units (PSU's) convertibles into shares with the schedule of 17%, 17% and 66% and subjected to the accomplishment of certain objectives (Earning per share, Return on capital employed and Environmental, Social and Governance (see Note 29).

m) Debts and current/non-current classification

Debts are recognised at their present value and are classified on the basis of their maturity at the reporting date, i.e. debts due to be settled within twelve months are classified as current liabilities and those due to be settled within more than twelve months are classified as non-current liabilities.

n) Financial liabilities

Financial liabilities are classified into the following categories: financial liabilities at fair value through profit or loss and other financial liabilities.

Other financial liabilities (including loans and trade and other payables) are recognised at amortised cost using the effective interest method. It is considered that the fair value of the financial liabilities does not differ significantly from their carrying amount.

Effective interest method

The effective interest method is used to measure the amortised cost of a financial instrument. The effective interest rate is the discount rate applied to the estimated future cash payments over the expected life of the financial instrument. The Group recognises trade payables at their nominal value without explicitly accruing any interest, since they are due in less than one year.

The Group only derecognises financial liabilities when the related obligations are discharged, cancelled or expired. The difference between the carrying amount of the derecognised financial liabilities and the payment made is recognised in the consolidated statement of profit or loss.

o) Transactions in currencies other than the Euro

The Group's presentation currency is the Euro. Therefore, all balances and transactions in currencies other than the Euro are deemed to be "foreign currency transactions".

Balances in foreign currencies are translated to euros in two phases:

    1. Translation of balances in foreign currencies to the subsidiaries' functional currencies:
    2. ‐ Monetary assets and liabilities denominated in foreign currencies are translated by applying the exchange rates prevailing at the closing date.
  • ‐ Any resulting gains or losses are recognised directly in the consolidated statement of profit or loss.
    1. Translation to euros of the financial statements of the subsidiaries whose functional currency is not the euro:
    2. ‐ Assets and liabilities are translated by applying the exchange rates prevailing at the closing date.
    3. ‐ Income, expenses and cash flows are translated at the average exchange rates for the year.
    4. ‐ Equity is translated at the historical exchange rates.
    5. ‐ Exchange differences arising as a consequence of the application of this method are presented under "Equity Attributable to Shareholders of the Parent - Translation Differences" in the accompanying consolidated statement of financial position.
    6. ‐ The effect of exchange rate changes on cash and cash equivalents denominated in foreign currency is presented separately in the consolidated statement of cash flows under "Effect of Foreign Exchange Rate Changes".
Balances held in: Foreign currency: 31/12/2022 31/12/2021
US Dollar USD 416,256 436,136
Canadian Dollar CAD 198,860 153,509
Saudi Riyal SAR 102,687 89,377
Chinese Yuan CNY 65,247 51,417
Chilean Peso CLP 65,082 60,699
Danish Krone DKK 63,473 64,028
Australian Dollar AUD 52,688 47,792
Pound Sterling GBP 49,532 46,480
Colombian Peso COP 37,030 26,458
Swedish Krona SEK 24,284 26,568
Brazilian Real BRL 21,050 14,281
Qatari Riyal QAR 19,629 15,569
Mexican Peso MXN 19,307 17,211
Czech Koruna CZK 18,426 16,849
United Arab Emirates Dirham AED 15,829 14,196
Papua New Guinean Kina PGK 15,679 16,622
Omani Riyal OMR 12,848 13,820
Panamanian Balboa PAB 8,984 6,564
Angolan Kwanza AOA 7,943 7,438
Indonesian Rupiah IDR 7,394 8,965
Costa Rican Colon CRC 7,332 11,314
Indian Rupee INR 6,883 3,306
Argentine Peso ARS 5,869 5,389
Peruvian Nuevo sol PEN 5,649 4,618
Malaysian Ringgit MYR 5,414 4,897
Singapore Dollar SGD 5,291 4,231
Uruguayan Peso UYU 3,692 4,363
Nigerian Naira NGN 3,461 2,152
Egyptian Pound EGP 2,491 228
Others 15,238 14,658
Total 1,283,548 1,189,135

The detail of the equivalent euro value of the main assets in foreign currency held by the Group at 31 December 2022 and 2021 is as follows (in thousands of euros):

2022 2021
Euro Foreign currency: Average rate Closing rate Average rate Closing rate
Danish Krone DKK 7.44 7.44 7.44 7.44
Swedish Krona SEK 10.62 11.09 10.14 10.29
Omani Riyal OMR 0.40 0.41 0.45 0.43
Czech Koruna CZK 24.56 24.20 25.64 25.02
Canadian Dollar CAD 1.37 1.45 1.48 1.45
Singapore Dollar SGD 1.45 1.43 1.59 1.54
US Dollar USD 1.05 1.06 1.18 1.13
Papua New Guinean Kina PGK 3.62 3.62 4.06 3.87
Pound Sterling GBP 0.85 0.88 0.86 0.84
Argentine Peso ARS n/a 184.88 n/a 115.78
Chilean Peso CLP 916.63 921.36 896.07 972.20
Colombian Peso COP 4,453.84 5,040.00 4,423.13 4,527.00
Mexican Peso MXN 21.17 20.70 23.97 23.35
Brazilian Real BRL 5.43 5.47 6.38 6.43
Qatari Riyal QAR 3.84 3.87 4.34 4.16
Malaysian Ringgit MYR 4.62 4.68 4.90 4.76
Saudi Riyal SAR 3.95 3.98 4.44 4.25
Indonesian Rupiah IDR 15,601.43 16,534.00 16,920.63 16,146.00
Australian Dollar AUD 1.52 1.59 1.57 1.56
Peruvian Nuevo Sol PEN 4.02 4.02 4.58 4.52
Kuwait Dinars KWD 0.32 0.32 0.36 0.34
Costa Rican Colon CRC 678.66 614.76 732.18 724.26
Chinese Yuan Renminbi CNY 7.07 7.40 7.64 7.21
Dirhams AED 3.87 3.89 4.36 4.27
Panamanian Balboa PAB 1.05 1.06 1.18 1.13
Angolan Kwanza AOA 478.43 533.48 742.81 640.52
Indian Rupee INR 82.49 87.86 87.73 84.92
Uruguayan Peso UYU 43.40 40.61 51.53 50.19
Nigerian Naira NGN 444.23 472.59 473.29 467.72
Egyptian Pound EGP 19.91 26.14 18.49 17.70

The average and closing rates used in the translation to euros of the balances held in foreign currency for years 2022 and 2021 are as follows:

Since 2018 to the present day, the Argentine economy was deemed to be hyperinflationary in the terms defined in IAS 29 and, therefore, the financial statements of those companies whose functional currency is the currency of a hyperinflationary economy had to be restated and updated according to local price indices, and presented in terms of the measuring unit current at the end of the reporting period. This standard was applied from 1 January 2018. Likewise, the Turkish economy is also considered to be hyperinflationary but it does not have a significant impact on the Group's consolidated financial statements as at 31 December 2022.

Also, in accordance with IAS 21.42, the results and financial position (i.e. assets, liabilities, equity items, income and expenses) of the Argentine subsidiaries are translated into the Group's presentation currency (euro) at the closing rate.

In 2022 the impact against reserves that has arisen from the difference between the value of the equity reported at the end of the previous year and the restated value for the same year of the Argentine subsidiaries amounted to approximately EUR 2,446 thousand (2021: EUR 1,623 thousand positive).

As per the application of IAS 29 and IAS 21, the statement of profit or loss has been impacted by a higher financial expense in 2022 of EUR 983 thousand (2021: EUR 669 thousand) under "Financial Profit / (Loss) - Gains or Losses on the Net Monetary Position" (see Note 22).

p) Corporate income tax, deferred tax assets and deferred tax liabilities

Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).

The current corporate income tax expense is the amount payable by the Group as a result of corporate income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and prepayments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current corporate income tax expense.

The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the corporate tax rates that are expected to apply in the period when the asset is realised or the liability is settled.

Deferred tax liabilities are recognised for all taxable temporary differences, except for those associated with investments in subsidiaries, branches and associates, or with a share in a joint venture, when the Group can control when to revert the temporary difference and it is considered probable that it will not be reverted in the foreseeable future. At the end of 2022 and 2021, no deferred tax liabilities had been recognised in accordance with IAS 12.39, since the Group controls the timing of the reversal of such temporary differences and the temporary difference is unlikely to be reversed in the foreseeable future, or because these liabilities are not significant due to the Group's policy of repatriating the dividends of subsidiaries, branches and associates.

Deferred tax assets for temporary differences, tax credits for tax losses carry forwards and other tax credits, are only recognised if it is considered probable that the consolidated companies will have sufficient future taxable profits against which they can be utilised.

The deferred tax assets recognised are analysed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.

Certain Group companies with registered office in Spain file consolidated tax returns as part of Income Tax group 238/08 and VAT group 0036/11 of which Applus Services, S.A. is the Parent.

The Group also files consolidated tax returns in other countries such as the Netherlands, Australia, the US and Germany.

q) Revenue recognition

In general, the Group recognises revenue to represent the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Certain contracts such as non-destructive testing or engineering and consultancy contracts are performed as projects that envisage the use of labour and/or materials to provide one or more services requested by the customer and give rise to one or more performance obligations. To the extent that these performance obligations can be distinguished in accordance with the criteria defined in IFRS 15, revenue is recognised when (or as) each performance obligation is satisfied on the basis of the costs incurred relative to total costs (input method) through the recognition of "projects in progress to be billed" (contract assets) to the extent that there is an enforceable right to payment for performance completed to date. Also, these contracts may include billings for milestones based on the satisfaction of the performance obligations, although no significant differences were identified between the price determined for each milestone and its fair value.

Additionally, revenue relating to supplier inspections, vehicle roadworthiness testing services and certifications, inter alia, is identified as arising from services provided for which there is a single performance obligation that is satisfied at a specific point in time, the price of which is determined in the contracts with customers. In general, therefore, the recognition of revenue from these activities is not complex and occurs when the aforementioned performance obligation is satisfied.

No costs incurred in winning contracts with customers were capitalised in 2022 and 2021 as the related amounts were not material.

r) Expense recognition

An expense is recognised in the consolidated statement of profit or loss when there is a decrease in the future economic benefit related to a reduction of an asset or an increase in a liability, which can be measured reliably. This means that an expense is recognised simultaneously to the increase of a liability or the reduction of an asset.

An expense is recognised immediately when a disbursement does not give rise to future economic benefits or when the requirements for recognition as an asset are not met.

Also, an expense is recognised when a liability is incurred and no asset is recognised, as in the case of a liability relating to a guarantee.

s) Discontinued operations

A discontinued operation is a business segment that has been decided to be abandoned and/or disposed of in full whose assets, liabilities and net profit or loss can be distinguished physically, operationally and for financial reporting purposes.

Pursuant to IFRS 5, the revenue and expenses of discontinued operations are presented separately in the consolidated statement of profit or loss and the net assets and net liabilities are presented separately in consolidated current assets and consolidated current liabilities, respectively, for the current period only.

The Group did not interrupt nor discontinue any significant operation in 2022 or 2021 as indicated in Note 2.b.e.2

t) Segment information

The Parent's Directors considered the following four operating segments and one Holding in these consolidated financial statements of the Applus Group: Applus+ Energy & Industry, Applus+ Laboratories, Applus+ Automotive, Applus+ IDIADA and Other.

The Parent's Directors identified the operating segments of the Applus Group based on the following criteria:

  • ‐ They engage in business activities from which they may earn revenue and incur expenses (including revenue and expenses relating to transactions with other components of the same group),
  • ‐ Their operating results are regularly reviewed by Senior Executives, which takes the operating and management decisions relating to the group in order to decide about resources to be allocated to the segment and to assess its performance; and
  • ‐ Separate financial information is available.

The considerations used to identify the operating segments comply with IFRS 8.

u) Consolidated statement of cash flows

The following terms are used in the consolidated statements of cash flows:

  • Cash flows: inflows and outflows of cash and equivalent financial assets, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value.
  • Operating activities: the Group's principal revenue-producing activities and other activities that are not investing or financing activities.
  • Investing activities: the acquisition and disposal of non-current assets and other investments not included in cash and cash equivalents.
  • Financing activities: activities that result in changes in the size and composition of the equity and borrowings of the Group companies that are not operating activities.
  • Effect of foreign exchange rate changes: effect of foreign exchange rate changes on cash and cash equivalents.

v) Equity

The share capital is represented by ordinary shares.

The costs relating to the issuance of new shares or options, net of taxes, are recognised directly in equity as a reduction of reserves.

Dividends on ordinary shares are recognised as a decrease in equity when approved by the shareholders of the Parent.

w) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to the Parent by the weighted average number of ordinary shares outstanding in the year, excluding the number of shares held by the Parent.

Diluted earnings per share are calculated by dividing net profit or loss attributable to ordinary shareholders adjusted by the effect attributable to the dilutive potential ordinary shares by the weighted average number of ordinary shares outstanding during the year, adjusted by the weighted average number of ordinary shares that would have been outstanding assuming the conversion of all the potential ordinary shares into ordinary shares of the Parent. For these purposes, it is considered that the shares are converted at the beginning of the year or at the date of issue of the potential ordinary shares, if the latter were issued during the current year.

x) Treasury shares

Acquisitions of treasury shares are recognised at acquisition cost, reducing equity until they are sold or cancelled. The gains and losses obtained on the disposal of treasury shares are recognised in "Consolidated reserves" in the accompanying consolidated statement of financial position.

y) Non-current assets classified as held for sale

The Group classifies a non-current asset or a disposal group as held for sale as held for sale when it has made the decision to sell it and it is estimated likely that it will be made the next 12 months.

These assets or disposed of groups are valued at book value or fair value less the costs necessary for the sale, whichever is lower.

Assets classified as non-current assets held for sale are not amortized, but at the date of each balance sheet corresponding valuation adjustments are made so that the book value does not exceed fair value less costs to sell.

Income and expenses generated by non-current assets and disposable groups held for sale that do not qualify as discontinued transactions are recognized under the appropriate income statement item according to their nature.

As of 31 December 2022, the Applus Group has assets and liabilities associated with assets held for sale.

The non-current assets and liabilities held for sale correspond to the Auto United States Cash Generating Unit, considering that the sale is highly probable, as defined by IFRS 5.8, taking into account that the Group has concluded a purchase agreement of the subsidiary Applus Technologies, Inc. after the end of 2022. In this regard, as of 31 December 2022, the aforementioned assets and liabilities have been classified under the headings " Non-current assets classified as held for sale " and " Liabilities linked to non-current assets held for sale " of the attached consolidated balance sheet for an amount of 37,497 and 16,538 thousand euros. respectively. The aforementioned assets mainly comprise land, buildings and accounts receivable in amounts of 7,191, 9,794, 3,620 thousand euros, respectively. On the other hand, the liabilities associated with these assets correspond mainly to accounts payable and lease liabilities amounting to 5,577 and 2,474 thousand euros, respectively. On 14 February 2023, the Group has disposed of these net assets and liabilities for an amount of EUR 33.5 million (see Note 30).

4. Goodwill

The detail, by cash-generating unit, of the goodwill at the end of 2022 and 2021 is as follows:

Cash-generating unit Thousands of Euros
31/12/2022 31/12/2021
Auto Spain (*) 189,065 179,374
Energy & Industry Northern Europe 83,601 83,921
Energy & Industry North America 74,043 69,630
IDIADA 17,807 23,385
Energy & Industry Seameap 62,989 62,022
Laboratories 198,007 155,554
Auto Finisterre (*) 17,929 17,929
Energy & Industry Latin America 33,954 12,614
Energy & Industry Spain 30,652 30,379
Auto Denmark 6,843 6,843
Auto US (*) - 6,141
Auto Sweden 76,754 76,754
Other 1,253 1,243
Total goodwill 792,897 725,789

(*) Includes the aggregate business of various concessions and administrative authorisations (see Notes 3.b and 5).

The changes in 2022 and 2021 were as follows:

Thousands of Euros
Balance at 1 January 2021 675,569
Changes in the scope of consolidation (Note 2.b.e.3.) 52,697
Other changes (11,500)
Translation differences 9,023
Balance at 31 December 2021 725,789
Changes in the scope of consolidation (Note 2.b.e.1.) 71,607
Other changes (12,145)
Translation differences 7,646
Balance at 31 December 2022 792,897

The main changes in the scope of consolidation in 2022 relate to the acquisition of the companies Lightship Security, Inc, Lightship Security USA, Inc, Alpe Metrología Industrial, S.L., Indoor Climate Management S.L., Entidad IDV Madrid, S. L., Applus Certificación IDI, S.L., jtsec Beyond IT Security, S.L., K2 Ingeniería S.A.S. , AITE Solutions S.A.S. (see Note 2.b.e.1.1.).

The main changes in the scope of consolidation in 2021 related to the acquisition of the companies Adícora Servicios de Intermediación de Ingeniería, S.L.U., Ingeniería, Estudio y Construcciones, S.A.U., IMA Materialforschung und Anwendungstechnik GmbH, WIAM GmbH, SWM Struktur - und Werkstoffmechanikforschung Dresden gemeinnützige GmbH, Soil and Foundation Company Limited, Geotechnical and Environmental Company Limited, Soil and Foundation Company Limited Egypt, Enertis Solar, S.L.U., Enertis UK Limited, Enertis Solar, Inc., Enertis Mexico S.A. de C.V., Enertis Colombia S.A.S., Enertis Chile, SpA, Enertis S.A.S., Enertis South Africa (PTY) and Ltd and Enertis AM Chile, SpA. (see Note 2.b.e.3.1.).

At 2022 and 2021 year-end the Group Management updated the impairment tests for each CGU, which did not give rise to a need to recognise any additional impairment losses. The main assumptions of the impairment tests conducted are detailed in Note 6.

"Other changes" includes the reclassification of the goodwill associated to the non-current assets classified as held for sale detailed in Note 3.y and the impacts related with the concessions with a finite useful life, in order to ensure that at the end of the concession term the carrying amount of the assets is zero, during 2022 the Group has recognised a write-down of EUR 6,004 thousand on goodwill under "Impairment and gains and losses on disposals of non-current assets" in the accompanying consolidated statement of profit or loss in relation to the goodwill of IDIADA cash-generating unit.

5. Other intangible assets

The changes in 2022 and 2021 in intangible asset accounts and in the related accumulated amortisation and impairment losses were as follows:

2022 - Thousands of Euros
Balance at
1 January
2022
Changes in
the scope of
consolidation
(Notes
2.b.e.1.,
2.b.e.2. and
3.y)
Additions
or charge
for the
year
Disposals
or
reductions
Transfers Changes in
exchange
rates and
other
Balance at
31
December
2022
Cost:
Administrative concessions 262,412 (17,881) 284 (43,391) 74 3,612 205,110
Patents, licences and trademarks 307,082 (16,615) 12 (46) (4) (52) 290,377
Administrative authorisations 269,223 (93,924) 70 - - 1,436 176,805
Customer portfolio 202,381 8,953 - - - 2,969 214,303
Computer software 102,048 (9,873) 3,047 (16,095) 1,454 408 80,989
Goodwill acquired 20,454 (379) - - - (422) 19,653
Asset usage rights 74,442 - -
(3)
- - 74,439
Accreditations 58,002 9,961 - - - (494) 67,469
Other 53,440 (2,294) 6,353 (502) (814) 113 56,296
Total cost 1,349,484 (122,052) 9,766 (60,037) 710 7,570 1,185,441
Accumulated amortisation:
Administrative concessions (212,104) 11,909 (17,918) 41,197 1 (2,421) (179,336)
Patents, licences and trademarks (160,013) 13,050 (14,757) 30 (10) 35 (161,665)
Administrative authorisations (154,009) 87,090 (8,364) - - (564) (75,847)
Customer portfolio (115,185) - (10,404) - - (873) (126,462)
Computer software (83,958) 11,019 (8,174) 16,083 (4) (177) (65,211)
Goodwill acquired (78) - - - - - (78)
Asset usage rights (54,812) - (4,006) 9 (13) - (58,822)
Accreditations (6,783) - (8,152) - - 238 (14,697)
Other (37,767) 1,836 (3,319) 502 471 (65) (38,342)
Total
accumulated
amortisation
(824,709) 124,904 (75,094) 57,821 445 (3,827) (720,460)
Total impairment losses (104,808) 14,087 - - - (168) (90,889)
Total net value 419,967 16,939 (65,328) (2,216) 1,155 3,575 374,092
2021 - Thousands of Euros
Balance at 1
January
2021
Changes in
the scope of
consolidation
(Notes
2.b.e.3. and
2.b.e.4.)
Additions
or charge
for the
year
Disposals or
reductions
Transfers Changes
in
exchange
rates and
other
Balance at
31
December
2021
Cost:
Administrative concessions 262,491 - 197 (820) 260 284 262,412
Patents, licences and 305,515 1,528 42 (29) - 26 307,082
trademarks
Administrative authorisations 266,731 - 266 - 1,947 279 269,223
Customer portfolio 172,924 28,179 - - - 1,278 202,381
Computer software 96,227 1,976 3,080 (1,184) 654 1,295 102,048
Goodwill acquired 17,655 1,541 - - - 1,258 20,454
Asset usage rights 72,442 - - - 2,000 - 74,442
Accreditations 45,593 10,436 - - - 1,973 58,002
Other 50,571 1,381 6,050 (2,704) (1,989) 131 53,440
Total cost 1,290,149 45,041 9,635 (4,737) 2,872 6,524 1,349,484
Accumulated amortisation:
Administrative concessions (194,860) - (21,319) 34 - 4,041 (212,104)
Patents, licences and
trademarks
(148,669) (17) (11,327) 29 - (29) (160,013)
Administrative authorisations (145,874) - (8,054) - - (81) (154,009)
Customer portfolio (106,934) - (7,625) - - (626) (115,185)
Computer software (75,199) (1,738) (7,556) 1,099 380 (944) (83,958)
Goodwill acquired (78) - - - - - (78)
Asset usage rights (50,720) - (3,790) - (302) - (54,812)
Accreditations (870) - (5,841) - - (72) (6,783)
Other (36,493) (508) (3,011) 2,358 5 (118) (37,767)
Total accumulated
amortisation (759,697) (2,263) (68,523) 3,520 83 2,171 (824,709)
Total impairment losses (104,642) - - - - (166) (104,808)
Total net value 425,810 42,778 (58,888) (1,217) 2,955 8,529 419,967

Identification and measurement of intangible assets in business combinations

The initial fair value of the intangible assets identified in the different business combinations of Applus Group are as follows:

Thousands of Euros
31/12/2022 31/12/2021
Administrative authorisations 165,986 259,910
Trademarks 271,650 287,519
Administrative concessions 156,446 193,510
Customer portfolio 213,748 201,861
Rights of use 57,516 57,516
Trademark licence agreement 16,939 16,939
Accreditations 67,469 58,002
Software 2,094 -
Databases 273 273
Total allocation of goodwill to assets 952,121 1,075,530

In 2022, the amortisation charge associated with these revalued assets recognised in the accompanying consolidated statement of profit or loss amounted to EUR 61,184 thousand (2021: EUR 54,060 thousand).

In February 2022, the Group received notification from the Autonomous Government of Galicia of the concession extension to perform the vehicle roadworthiness inspections in the Autonomous Community until the end of 2027.

At the end of June 2022, the Group was informed on the decision of the Costa Rica Government on not to extend the contract for statutory vehicle inspection services which ended on 15 July 2022. The Parent's Directors have reviewed the accounting impact on the consolidated assets and liabilities related to this contract and no material impact was registered (see Note 27)

The calculation methods used to measure at fair value the assets identified in the business combinations were as follows:

  • ‐ The Income Approach method and specifically the Multi-Period Excess Earnings method, whereby the value of the asset is the present value of the projected flows from that asset over the useful life assigned to the related contract, was used to calculate the fair value of administrative authorisations.
  • ‐ The Royalty Relief method, whereby the value of the asset is the present value of future royalty income from the use of the trademarks by the licensees, was used to calculate the value of the trademarks and trademark licence agreements.
  • ‐ The Royalty Relief method, whereby the value of the asset is the present the value of a specific intangible asset is estimated from the projected expenses saved due to the ownership of the software intellectual property, was used to calculate the value of the software.
  • ‐ In order to measure the fair value of the accreditations and awards, the Income Approach, and more specifically the Multi-Period Excess Earnings method, was considered, and the economic benefits attributable to these intangible assets were projected over their years of estimated useful life.
  • ‐ The Income Approach and specifically the Multi-Period Excess Earnings method, taking into account the useful lives of the customers and the discounted revenue they account for was used to calculate the value of the customer portfolios.
  • ‐ The Income Approach and specifically the Multi-Period Excess Earnings method, whereby the value of the asset is the present value of the projected flows over the useful life assigned to the related contract, was used to calculate the fair value of administrative concessions and rights of use. The possibility of contract renewals for cash-generating units with finite lives was not considered.

The main intangible assets are as follows:

  • Administrative authorisations and concessions:

The administrative authorisations relate to vehicle roadworthiness testing services managed solely by the Group mainly in Spain (Catalonia), as well as in Ecuador and Uruguay. In the case of Catalonia, the cost of the authorisation is depreciated over its useful life until 2035 (see Note 27.b).

Administrative concessions include mainly the operating rights for vehicle roadworthiness testing facilities for a specified period of time. At 31 December 2022 the Applus Group was managing various administrative concessions relating to vehicle roadworthiness testing services, mainly in Spain (Alicante, Aragon, Galicia and the Basque Country), Ireland, Argentina and Chile. These administrative concessions, which are amortised on the basis of their useful life, expire on various dates until 2030.

Each concession or authorisation is granted through tender specifications or a regulatory agreement. A tender specification or agreement is commonly used for each Autonomous Community in the case of Spain.

For the specific case of the CGUs of Auto Spain even though intangible assets classified, on an individual basis, as concessions and administrative authorisations subject to impairment tests measured individually (based on Autonomous Community in Spain, the business synergies relating to the different concessions and authorisations in both countries are also taken into account. In this regard, the goodwill is allocated to the smallest identifiable group of assets that generates cash inflows that are independent of the cash inflows from other assets since, in the Applus+ Automotive segment, geographical location is taken into account as the main factor for determining CGUs, since geographical areas involve the same applicable legislation and regulations in a regulated industry, a common currency and macroeconomic variables that are closely linked to the capacity to generate economic flows and, therefore, to growth capacity. In addition, all of the authorisations and concessions managed in the various countries are unified under one single management. The purpose of this unified management is, inter alia, to manage the various risks and relationships with regulators more efficiently and in a more coordinated manner.

  • Patents, licences and trademarks:

Patents, licences and trademarks" includes the Applus, RTD, Besikta and IMA trademarks. The four trademarks are considered to have a finite useful life. The first two are being amortised over 25 years, the IMA trademark is being amortised over 10 years and the Besikta trademark over 20 years.

  • Customer portfolio:

The customer portfolio relates to the value of the various contracts entered into by the various Group companies or to customer relationships whose useful life is defined based on historical statistical evidence of the average relationship length. The most relevant ones belong to new companies acquired in 2021 and 2022. The contracts are being amortised over the estimated useful life between 2 and 25 years.

  • Accreditations and awards:

The accreditations relate to QPS Group, granted by various US, Canadian and European public institutions for the purpose of performing trials in accordance with the pertinent standards, to IMA Group, related to the railway and aerospace industries and to Lightship Security Group, related to hardware, software, and cryptography certification industries. The awards relate to the Reliable Analysis business that was acquired and were granted by various car manufacturers to a small group of companies authorised to test the quality of the components of the suppliers of those manufacturers. They are amortised over a period between 5 and 10 years, based on the years of estimated useful life of each accreditation or award.

  • Asset usage rights:

These include mainly the carrying amounts of the usage rights transferred by Laboratori General d'Assaig i Investigació (now the Catalonia Autonomous Community Government) on the incorporation of LGAI Technological Center, S.A. and the carrying amount of the assets assigned by Institut d'Investigació Aplicada de l'Automòbil (now the Catalonia Autonomous Community Government) to IDIADA Automotive Technology, S.A., relating basically to machinery and other fixtures. These usage rights are amortised considering the useful life of the assets and the estimated useful life of the licensing agreements.

  • Software:

The software corresponds to the technology developed by the acquired company AITE Solutions and is focused on the field of real-time monitoring of air quality and noise level for different industries. It is amortized in 5 years.

Intangible assets by cash-generating unit

The detail, by cash-generating unit, of the intangible assets at year-end 2022 and 2021 are as follows:

2022 – Thousands of Euros
Auto
Spain
Energy
&
Industry
Northern
Europe
Auto
Finland
(Note
2.b.e.2)
Energy
&
Industry
Seameap
Energy
&
Industry
North
America
IDIADA Energy
&
Industry
Spain
Laboratories Auto US
(Note
3.y)
Energy &
Industry
Latin
America
Auto
Denmark
Auto
Finisterre
Auto
Sweden
Others Total
Cost:
Administrative concessions 92,659 - - - - - 182 - - - - 112,269 - - 205,110
Patents, licences and trademarks 18,602 89,400 - 58,565 28,210 12,304 40,113 10,380 - - - - 32,661 142 290,377
Administrative authorisations 165,986 - - - - - - - - - - - - 10,819 176,805
Customer portfolio and other - 41,532 - 47,061 72,879 - 28,344 4,142 - 16,545 - - 3,800 - 214,303
Computer software 5,298 12,718 - 4,403 3,999 8,701 6,937 5,614 - 5,277 2,436 1,046 10,434 14,126 80,989
Goodwill acquired - 8,180 - - 3,750 3,776 1,381 1,806 - - 760 - - - 19,653
Asset usage rights 723 - - - - 36,729 - 34,987 - - - - - 2,000 74,439
Accreditations - - - - - - - 67,469 - - - - - - 67,469
Other 665 19,932 - 492 216 24,930 6,555 2,333 - 25 941 207 - - 56,296
Total cost 283,933 171,762 - 110,521 109,054 86,440 83,512 126,731 - 21,847 4,137 113,522 46,895 27,087 1,185,441
Accumulated amortisation:
Administrative concessions (82,641) - - - - - (182) - - - - (96,513) - - (179,336)
Patents, licences and trademarks (11,227) (39,272) - (52,439) (14,201) (9,962) (24,300) (5,587) - - - - (4,535) (142) (161,665)
Administrative authorisations (71,557) - - - - - - - - - - - - (4,290) (75,847)
Customer portfolio and other - (25,057) - (30,322) (41,587) - (20,115) (3,160) - (4,551) - - (1,670) - (126,462)
Computer software (4,914) (9,169) - (4,004) (2,017) (8,146) (6,273) (4,769) - (2,705) (2,293) (1,007) (9,646) (10,268) (65,211)
Goodwill acquired - - - - - - (71) (7) - - - - - - (78)
Asset usage rights (723) - - - - (31,519) - (26,059) - - - - - (521) (58,822)
Accreditations - - - - - - - (14,697) - - - - - - (14,697)
Other (545) (11,072) - (233) (207) (19,848) (4,348) (2,089) - - - - - - (38,342)
Total accumulated (171,607) (84,570) - (86,998) (58,012) (69,475) (55,289) (56,368) - (7,256) (2,293) (97,520) (15,851) (15,221) (720,460)
amortisation
Total impairment (Note 6)
(7,051) (50,128) - - (33,710) - - - - - - - - - (90,889)
2021 – Thousands of Euros
Auto Spain Energy &
Industry
Northern
Europe
Auto
Finland
Energy
&
Industry
Seameap
Energy
&
Industry
North
America
IDIADA Energy
&
Industry
Spain
Laboratories Auto US Energy
&
Industry
Latin
America
Auto
Denmark
Auto
Finisterre
Auto
Sweden
Others Total
Cost:
Administrative concessions 92,659 - - - - - 182 - 17,881 - - 151,690 - - 262,412
Patents, licences and trademarks 18,598 89,400 10,217 58,565 28,210 12,304 40,113 10,368 6,404 - - - 32,761 142 307,082
Administrative authorisations 165,986 - 93,924 - - - - - - - - - - 9,313 269,223
Customer portfolio and other - 41,532 - 45,805 71,532 - 28,344 4,142 - 7,226 - - 3,800 - 202,381
Computer software 5,253 11,868 301 4,061 3,587 8,257 9,186 7,082 10,719 2,656 2,395 1,230 11,250 24,203 102,048
Goodwill acquired - 8,520 769 - 3,731 3,877 1,381 1,806 - - 370 - - - 20,454
Asset usage rights 723 - - - - 36,729 3 34,987 - - - - - 2,000 74,442
Accreditations - - - - - - - 58,002 - - - - - - 58,002
Other 545 17,312 1,299 521 254 22,888 5,910 2,651 975 20 942 123 - - 53,440
Total cost 283,764 168,632 106,510 108,952 107,314 84,055 85,119 119,038 35,979 9,902 3,707 153,043 47,811 35,658 1,349,484
Accumulated amortisation:
Administrative concessions (79,587) - - - - - (182) - (11,909) - - (120,426) - - (212,104)
Patents, licences and trademarks (10,481) (39,272) (5,202) (47,509) (14,199) (8,624) (22,705) (5,070) (3,887) - - - (2,922) (142) (160,013)
Administrative authorisations (64,294) - (87,092) - - - - - - - - - - (2,623) (154,009)
Customer portfolio and other - (23,396) - (25,814) (39,345) - (19,253) (2,884) - (3,583) - - (910) - (115,185)
Computer software (4,720) (8,237) (301) (3,679) (1,443) (7,723) (8,286) (6,273) (8,995) (2,278) (2,157) (1,149) (9,078) (19,639) (83,958)
Goodwill acquired - - - - - - (71) (7) - - - - - - (78)
Asset usage rights (723) - - - - (28,539) (3) (25,239) - - - - - (308) (54,812)
Accreditations - - - - - - - (6,783) - - - - - - (6,783)
Other (545) (9,824) (878) (182) (193) (18,331) (4,441) (2,398) (975) - - - - - (37,767)
Total accumulated
amortisation
(160,350) (80,729) (93,473) (77,184) (55,180) (63,217) (54,941) (48,654) (25,766) (5,861) (2,157) (121,575) (12,910) (22,712) (824,709)
Total impairment (Note 6) (7,051) (50,128) (8,115) - (33,542) - - - (5,972) - - - - - (104,808)
Total net value 116,363 37,775 4,922 31,768 18,592 20,838 30,178 70,384 4,241 4,041 1,550 31,468 34,901 12,946 419,967

Impairment of intangible assets

At 31 December 2022 the Parent's Directors considered that there were no significant indications of impairment of any of the cash-generating units and, therefore, no significant asset impairment losses were recognised or reversed in 2022, except for the goodwill reductions for those concessions with finite useful life described in Note 4.

The main assumptions used in the impairment tests are detailed in Note 6.

Other matters

At 31 December 2022, fully amortised intangible assets in use amounted to EUR 91,395 thousand (31 December 2021: EUR 103,537 thousand). The Group did not have any temporarily idle items at 31 December 2022 or 2021.

At 31 December 2022 and 2021, the Group had no material firm intangible asset purchase commitments.

Certain Group companies have intangible assets that must be handed over to the Government at the end of the related concession terms or at the end of the existing contract, without considering those arisen from the business combination. The detail of the carrying amount of the assets subject to reversion at 31 December 2022 and 2021 is as follows:

2022 – Thousands of Euros
Gross cost Accumulated
amortisation/
provisions
Net cost
Applus Iteuve Technology, S.L.U. 15 (15) -
Applus Iteuve Euskadi, S.A.U. 478 (478) -
LGAI Technological Center, S.A. 14,200 (14,000) 200
Applus Uruguay, S.A. 5,891 (3,269) 2,622
Revisiones Técnicas Applus del Ecuador ApplusIteuve, S.A. 4,928 (1,020) 3,908
Supervisión y Control, S.A.U. 40,261 (36,186) 4,075
Riteve SyC, S.A. - - -
Total 65,773 (54,968) 10,805
2021 – Thousands of Euros
Gross cost Net cost
Applus Iteuve Technology, S.L.U. 18 (4) 14
Applus Iteuve Euskadi, S.A.U. 478 (478) -
LGAI Technological Center, S.A. 14,200 (13,980) 220
Applus Uruguay, S.A. 4,729 (2,027) 2,702
Revisiones Técnicas Applus del Ecuador ApplusIteuve, S.A. 4,583 (596) 3,987
Supervisión y Control, S.A.U. 40,220 (35,382) 4,838
Riteve SyC, S.A. 20,279 (19,682) 597
Total 84,507 (72,149) 12,358

6. Impairment of assets

The method used by the Group to test impairment makes a distinction between assets/cash-generating units (CGUs) with indefinite and finite lives. Projections with a five-year horizon and a perpetual return from the sixth year onwards are mainly used for businesses with indefinite lives. Projections adjusted to the actual duration of the arrangement are used for assets related to the performance of services or concessions with a finite useful life.

In both cases, the projections are based on reasonable and well-founded assumptions, which were prepared in accordance with the Applus+ Group's business plan on the basis of past experience and of the best estimates available at the date of the related impairment tests based on the evolution of organic revenue and occasionally improvements in margins that the Management of the Parent projects for the coming years. As a result, the projections and impairment tests do not take into account possible acquisitions or mergers that might occur in the future.

In accordance with IAS 36, the Recoverable Amount of the Group's CGUs was estimated based on the Value in Use.

The Value in Use by CGU has been determined based on the present value of the cash flows that will foreseeably be generated in the future. For this purpose, the discounted free cash flow ("DCF") method was applied based on the projections expressed in the currency in which each CGU operates.

The DCF method discounts the present value of the future free cash flows at a discount rate (weighted average cost of capital or "WACC") which reflects the time value of money and the risks associated with the aforementioned expected cash flows.

Impairment test main assumptions

The key assumptions to determine fair value that were used to test for impairment in 2022 and 2021 were as follows:

a) Perpetuity growth rate:

To calculate the terminal value, the value of the CGU must be estimated using the going concern basis of accounting. For this purpose, the Group applies the "Gordon-Shapiro" model, which estimates the residual value as a sustainable, perpetual return with a constant growth rate. The growth envisaged in each industry in the geographical area in which the Group operates will foreseeably be very similar to the expected growth rate in that geographical area, given that the industries in which it operates correspond to the base industries that are most representative of each geographical area and which largely determine the area's performance. The data were obtained from the long-term inflation forecasts.

b) Discount rate:

The WACC method was used to calculate the discount rates, based on the following assumptions:

  • ‐ The time value of money or risk-free rate of each country or geographical area (weighted average of the main countries in which the Group operates in those geographical areas), which is based on the yield of ten-year sovereign bonds in the respective country (or the weighted average of the geographical area).
  • ‐ The estimated risk premium, considering the estimated betas of comparable companies in the industries and a market risk premium for each country, which are observable variables both after taxes.
  • ‐ The average financing structures and conditions of comparable companies in the industry.

The detail of the discount rate ("WACC") and of the perpetuity growth rate in 2022 and 2021 by business and geographical area is as follows:

2022 2021
Business Discount rate
Discount rate
considered in
before tax
calculating the
("WACC")
terminal value ("g")
Discount rate
before tax
("WACC")
Discount rate
considered in
calculating the
terminal value ("g")
Auto
Energy & Industry
Laboratories
IDIADA
9.2%-11.2%
10.2%-15.9%
11%
12.3%
1.6%-2.0%
1.8%-3.1%
1.8%
1.8%
7.7%-18.2%
9%-15.5%
9.7%
11.7%
1.6%-2.8%
1.6%-3.2%
1.6%
1.6%
2022 2021
Discount rate
Country/geographical
before tax
area
("WACC")
Discount rate
considered in
calculating the
terminal value ("g")
Discount rate
before tax
("WACC")
Discount rate
considered in
calculating the
terminal value ("g")
Spain 11.0%-12.3% 1.90% 9.7%-11.7% 1.7%
Rest of Europe 9.2%-10.7% 1.6%-2.0% 7.7%-9.7% 1.6%-1.8%
US and Canada 10.2% 2.4% 8.2%-9.0% 2.2%
Latin America 15.9% 3.1% 15.5%-18.2% 2.8%-3.2%

c) Income and expense projections:

The Group Management prepares and updates a Business Plan by geography and line of business. The main components of this plan are projections on operating income and expenses, investments and working capital. The Business Plan includes the 2023 budget approved by the Board of Directors of the Parent Company together with the expectations integrated in Strategic Plan for 2022-2024 and the following years.

In order to calculate the recoverable amount of each asset the present value of its cash flows was determined using the budget for 2023 and the Business Plan for the next years prepared by the Group Management.

The Business Plan and the projections of future periods were prepared on the basis of past experience and on the best estimates available. Consequently, revenue and margins reflect best estimates available on the expected trends in the industries in which the Applus Group is present.

The Group Management performs an impairment test on the cash-generating units for which there are no indications of impairment during 2022.

Sensitivity analysis

The maximum buffer of the key assumptions (percentage decrease in EBITDA, increase in WACC before tax and changes in the perpetuity growth rate) that would make the carrying amount equal to the recoverable amount, based on the impairment tests performed at the end of 2022, is as follows:

Cash-generating unit Cash Flows reduction WACC before taxes Discount Rate (g)
Auto Spain 5.9% 11.5% <0%
Auto Finisterre 72.1% 19.8% <0%
Auto Denmark 55.5% 25.1% <0%
Auto Sweden 65.2% 20.4% <0%
Energy & Industry Northern Europe 30.1% 15.1% <0%
Energy & Industry North America 14.7% 11.6% <0%
Energy & Industry Seameap 50.2% 28.5% <0%
Energy & Industry Spain 38.7% 18.1% <0%
Energy & Industry Latin America 21.0% 19.5% <0%
IDIADA 1.6% 14.0% <0%
Laboratories 22.3% 13.5% <0%

The Parent's Directors consider that, in view of the existing buffers in 2022 as compared with the values used in prior year tests, a possible future negative impact on the Group's activities would not significantly affect the impairment of the net assets associated with the CGUs.

7. Property, plant and equipment

The changes in 2022 and 2021 in the various property, plant and equipment accounts and in the related accumulated depreciation and provision were as follows:

2022 – Thousands of Euros
Balance at 1
January 2022
Changes in the
scope of
consolidation
(Notes 2.b.e.1.,
2.b.e.2. and
3.y)
Additions or
charge for
the year
Disposals or
reductions
Transfers Changes in
exchange rates
and other
Balance at 31
December
2022
Cost:
Land and buildings 173,335 (17,540) 4,904 (1,996) 6,032 4,257 168,992
Plant and machinery 437,796 (1,607) 25,103 (16,947) 14,007 4,846 463,198
Other fixtures, tools and furniture 90,352 (288) 1,952 (19,628) 2,609 347 75,344
Other items of property, plant and equipment 67,502 (2,529) 5,016 (5,054) (1,094) 2,025 65,866
Advances and property, plant and equipment in progress 21,384 - 19,336 (149) (22,618) 436 18,389
Grants (3,341) 16 - 159 - 51 (3,115)
Total cost 787,028 (21,948) 56,311 (43,615) (1,064) 11,962 788,674
Accumulated depreciation:
Land and buildings (80,746) 4,658 (8,052) 1,118 - (1,563) (84,585)
Plant and machinery (315,937) 2,733 (32,367) 16,620 (234) (3,782) (332,967)
Other fixtures, tools and furniture (67,413) 449 (3,833) 19,524 (886) (278) (52,437)
Other items of property, plant and equipment (64,318) 2,207 (5,323) 4,739 1,029 (1,774) (63,440)
Total accumulated depreciation (528,414) 10,047 (49,575) 42,001 (91) (7,397) (533,429)
Total impairment (4,840) 1,214 (1,750) 3,267 - (79) (2,188)
Total net value 253,774 (10,687) 4,986 1,653 (1,155) 4,486 253,057
2021 – Thousands of Euros
Balance at 1
January 2021
Changes in
the scope of
consolidation
(Notes
2.b.e.3. and
2.b.e.4.)
Additions or
charge for the
year
Disposals or
reductions
Transfers Changes in
exchange
rates and
other
Balance at 31
December
2021
Cost:
Land and buildings 158,323 8,465 4,617 (3,242) 3,095 2,077 173,335
Plant and machinery 349,843 54,638 22,923 (6,815) 7,780 9,427 437,796
Other fixtures, tools and furniture 83,320 2,893 3,270 (951) 1,210 610 90,352
Other items of property, plant and equipment 66,604 8,075 3,823 (13,418) (73) 2,491 67,502
Advances and property, plant and equipment in progress 17,650 729 18,809 (179) (16,819) 1,194 21,384
Grants (1,819) (403) - (1,064) - (55) (3,341)
Total cost 673,921 74,397 53,442 (25,669) (4,807) 15,744 787,028
Accumulated depreciation:
Land and buildings (70,152) (2,565) (6,817) 643 (531) (1,324) (80,746)
Plant and machinery (244,655) (44,887) (27,594) 6,019 2,290 (7,110) (315,937)
Other fixtures, tools and furniture (61,053) (2,567) (3,724) 734 (194) (609) (67,413)
Other items of property, plant and equipment (61,581) (6,383) (4,044) 9,392 287 (1,989) (64,318)
Total accumulated depreciation (437,441) (56,402) (42,179) 16,788 1,852 (11,032) (528,414)
Total impairment (3,902) - (1,750) 889 - (77) (4,840)
Total net value 232,578 17,995 9,513 (7,992) (2,955) 4,635 253,774

In 2022 the additions are related to the Group's normal course of operations.

The gross value of fully depreciated items of property, plant and equipment in use at 31 December 2022 amounted to EUR 273,527 thousand (31 December 2021: EUR 292,044 thousand). The Group did not have any temporarily idle items at 31 December 2022 nor 2021.

The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and the claims that might be filed against it for carrying on its business activities. These policies are considered to adequately cover the related risks.

At 31 December 2022 and 2021, the Group did not have any significant firm property, plant and equipment purchase commitments.

No borrowing costs had been capitalised to property, plant and equipment at the end of 2022 and 2021 and no disbursements made or advances granted at 31 December 2022 or 2021.

Certain Group companies have property, plant and equipment that must be handed over to the Government at the end of the related concession term or at the end of the applicable agreement pursuant to the terms and conditions thereof. The detail of the net cost of the assets subject to this reversion at 31 December 2022 and 2021 is as follows:

2022 - Thousands of Euros
Gross cost Accumulated
depreciation/
Impairment
IDIADA Automotive Technology, S.A. 102,155 (69,065) 33,090
Applus Iteuve Technology, S.L.U. 44,949 (39,870) 5,079
Applus Iteuve Euskadi, S.A.U. 2,662 (2,487) 175
Total 149,766 (111,422) 38,344
2021 - Thousands of Euros
Accumulated
Gross cost
depreciation/
Impairment
Net Cost
IDIADA Automotive Technology, S.A. 91,957 (57,883) 34,074
Applus Iteuve Technology, S.L.U. 47,070 (41,401) 5,669
Applus Iteuve Euskadi, S.A.U. 2,718 (2,365) 353
Total 141,745 (101,649) 40,096

At 31 December 2022 and 2021, no significant property, plant and equipment were subject to restrictions or pledged as security for liabilities.

8. Non-current financial assets

The changes in the various non-current financial asset accounts in 2022 and 2021 have been as follows:

2022 – Thousands of Euros
Balance at 1
January 2022
Additions or
charge for the
year
Disposals,
transfers or
dividend
distribution
Change in
exchange
rate
Balance at
31
December
2022
Non-current receivables 23,863 908 (2,065) 1,764 24,470
Deposits and guarantees 11,540 2,070 (2,423) 374 11,561
Impairment (17,710) - 3 (1,228) (18,935)
Total 17,693 2,978 (4,485) 910 17,096
2021 – Thousands of Euros
Balance at 1
January 2021
Additions or
charge for the
year
Disposals,
transfers or
dividend
distribution
Change in
exchange
rate
Balance at
31 December
2021
Non-current receivables 19,918 1,889 778 1,278 23,863
Deposits and guarantees 9,571 - 1,820 149 11,540
Impairment (14,519) - (2,859) (332) (17,710)
Total 14,970 1,889 (261) 1,095 17,693

The aforementioned financial assets are measured at amortised cost as indicated in Note 3.e.

Deposits and guarantees

At 31 December 2022, "Deposits and Guarantees" included EUR 3.4 million (2021: EUR 3.6 million) relating to restricted cash deposits to secure certain contracts entered into.

9. Inventories

The detail of the Group's inventories at 31 December 2022 and 2021 is as follows:

Thousands of Euros
31/12/2022
31/12/2021
Goods held for resale 9,388 10,814
Raw materials and other supplies 365 426
Total inventories 9,753 11,240

These inventories relate mainly to X-Ray material used in non-destructive testing by the Energy & Industry division, reagents, fungibles and chemical compounds used in laboratory or field tests by the Laboratories division and spare parts and items used at the vehicle roadworthiness testing centres of the Automotive division.

The Group estimates that the inventories will be realised in less than twelve months.

The Group does not recognise any inventory write-downs since inventories are derecognised when they are defective or obsolete.

10. Trade receivables for sales and services, trade receivables from related companies and other receivables

The detail of these current asset headings in the accompanying consolidated statement of financial position as at 31 December 2022 and 2021 is as follows:

Thousands of Euros
31/12/2022 31/12/2021
Trade receivables for sales and services 337,966 301,152
Work in progress 132,716 110,195
Provision for doubtful debts (23,260) (18,249)
Trade receivables for sales and services 447,422 393,098
Trade receivables from related companies (Note 28) 187 221
Other receivables 19,894 19,427
Other accounts receivable from public authorities 7,751 6,551
Total trade and other receivables 475,254 419,297

The Group's average collection period for services rendered is 56 days in 2022 (2021: 54 days).

The Group does not charge interest on receivables maturing within one year. The fair value and the nominal value of these assets do not differ significantly.

The detail of the age of the debt under "Trade receivables for sales and services" is as follows:

Thousands of Euros
31/12/2022 31/12/2021
Not due 232,281 212,366
0-30 days 46,849 38,160
31-90 days 25,322 20,580
91-180 days 10,933 11,433
181-360 days 8,958 9,251
More than 360 days 13,623 9,362
Total trade receivables for sales and services 337,966 301,152
Provision for doubtful debts (23,260) (18,249)
Total trade receivables for sales and services, net 314,706 282,903

As indicated in Note 3.q in relation to the recognition of revenue from contracts with customers (IFRS 15), for contracts in which performance obligations are measured over time, the difference between the revenue recognised for services rendered and the amounts actually billed to the customer is analysed systematically on a contract-by-contract basis. If the amount billed is lower than the revenue recognised, the difference is recognised as an asset under "Trade receivables for sales and services - Amounts to be billed for projects in progress" for amounts which the Parent's Directors consider are reasonably certain to be ultimately billed, whereas if the amount of revenue recognised is lower than the amount billed, a liability is recognised under "Trade and other payables" (see Note 19). In 2022 there were no significant changes in the aforementioned line items as a result of business combinations or significant adjustments to the measurement of the stage of completion, transaction prices or the contracts that would have a significant impact on the revenue recognised in the year.

Credit risk

The Group's main financial assets are cash and cash equivalents, trade and other receivables and investments, which represent the Group's maximum exposure to credit risk in relation to its financial assets.

The Group's credit risk is therefore mainly attributable to its trade receivables. The amounts presented in the consolidated statement of financial position are net of allowances for doubtful debts, estimated by Group Management based on prior experience and its assessment of the current economic environment.

The Group does not have a significant concentration of credit risk, with exposure spread over a large number of customers, divisions, markets and geographical areas.

However, the Group's Finance Management considers credit risk to be key to day-to-day management of the business and focuses its efforts on controlling and supervising receivables and doubtful debts.

The Group has established a customer acceptance policy based on the periodic evaluation of liquidity and solvency risks and the establishment of credit limits for its debtors. The Group also periodically analyses the age of its trade receivables in order to cover possible bad debts.

The changes in "Allowance for Doubtful Debts", in accordance with the expected credit loss model, in 2022 and 2021 were as follows:

Thousands
of Euros
Balance at 1 January 2021 23,027
Additions 5,483
Amounts used (4,052)
Disposals (7,149)
Effect of exchange rate changes 940
Balance at 31 December 2021 18,249
Additions 9,403
Amounts used (3,648)
Disposals (2,133)
Effect of exchange rate changes 1,389
Balance at 31 December 2022 23,260

11. Current financial assets, cash and cash equivalents

Current financial assets

At 31 December 2022 the amount included as short-term deposits and guarantees amounting to EUR 3,561 thousand (31 December 2021: EUR 2,635 thousand) and other financial assets of EUR 3,862 thousand (31 December 2021: EUR 3,751 thousand), whose conversion to cash is expected to be within 12 months.

Cash and cash equivalents

At 31 December 2022 and 2021, the amount classified as "Cash and Cash Equivalents" in the accompanying consolidated statement of financial position related in full to cash for a total amount of EUR 172 million and to financial assets readily convertible into EUR 11 million of cash subject to a minimal risk of change in value and maturity of less than 3 months.

The aforementioned financial assets are measured at amortised cost as indicated in Note 3.e.

12. Equity

a) Share capital

At 31 December 2016, the Parent's share capital was represented by 130,016,755 fully subscribed and paidup common shares of EUR 0.10 par value each.

On 28 September 2017, the Parent's share capital was increased by EUR 1,300 thousand through the creation of 13,001,675 new shares of EUR 0.10 par value each and with a share premium of EUR 135,866 thousand at EUR 10.45 per share. The capital increase was carried out by means of monetary contributions for the full amount which totalled EUR 137,166 thousand.

The expenses incurred in relation to the capital increase carried out in 2017 amounted to EUR 1,717 thousand, net of the tax effect, and were recognised with a charge to reserves.

Therefore, at 31 December 2021, the Parent's share capital is represented by 143,018,430 fully subscribed and paid-up common shares of EUR 0.10 par value each.

On June 28 2022, the General Shareholders' Meeting approved the capital reduction through the redemption of 7,150,922 treasury shares, which represent the 5% of the share capital of the Parent Company. This capital reduction was duly registered in the Mercantile Registry of Madrid and has led to a reduction in the share capital of the Parent Company by 715 thousand euros (with a nominal value of 0.10 euros per share), a decrease in the value of own shares (see Note 12.c) for an amount of 53,703 thousand euros (at an average price of 7.51 euros) and a reduction in reserves (see Note 12.b). for an amount of 52,988 thousand euros.

Consequently, as at 31 December 2022, the share capital of the Parent Company is represented by 135,867,508 ordinary shares of 0.10 euros par value each, fully subscribed and paid.

As per the notifications submitted to the Spanish National Securities Market (CNMV), the shareholders owning significant direct or indirect interests in the share capital of the Parent representing more than 3% of the total share capital as of 31 December 2022, were as follows:

% share
Morgan Stanley (*) 9.30%
Southeastern Asset Management Inc 5.15%
DWS Invest, GmbH 4.07%
Santander Asset Management, S.A., SGIIC 3.08%
Harris Associates LP 3.03%

(*) Owner of voting rights through financial instruments

The Parent's Directors are not aware of any other ownership interests of 3% or more of the share capital or voting rights of the Parents, or of any lower ownership interests that might permit the holder to exercise a significant influence over the Parent.

b) Reserves and share premium

Under the Spanish Companies Act, 10% of net profit for each year must be allocated to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount, except for that, and until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

At the end of 2022 the balance of this reserve amounts to EUR 2,860 thousand and it had reached the legally required minimum (same amount at the end of 2021).

At 31 December 2022 and 2021, the share premium reserves amounted to EUR 449,391 thousand and it is fully available.

The Spanish Companies Act allows the use of the share premium reserves balance to increase capital and it does not establish specific restrictions on the availability of that balance.

At the closing of the financial years 2022 and 2021, the Group owns reserves that add up to EUR 153,958 and 187,671 thousand, respectively.

During 2022, reserves decreased by EUR 52,988 thousand as a result of the capital reduction mentioned in Note 12.a

On 28 June 2022, the General Shareholders' Meeting of the Parent Company approved the allocation of the profit of the Parent Company for the year 2021 amounting to 41,265 thousand euros, to dividends for an amount of EUR 0.15 per share for all the outstanding shares entitled to receive a dividend, which represented 20,321 thousand euros, and the remaining to voluntary reserves of free disposal. The dividend was paid on 7 July 2022.

c) Treasury shares

At 31 December 2022, the Group held a total of 2,227,423 treasury shares at an average cost of EUR 6.34 per share. The value of these treasury shares totalled EUR 14,117 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at 31 December 2022 (see Note 3.x).

The Board of Directors of the Parent Company approved on 26 January 2022 to launch a programme to buyback the Company's shares, pursuant to the authorization granted by the General Meeting of Shareholders of the Company held on 29 May 2020, under item Seventh of its agenda. The share buyback programme started on 1 February 2022 and finalized on 13 May 2022. Further details of the terms and conditions of the programme can be found on the CNMV Inside Information dated 27 January 2022.

On 28 June 2022, the Annual General Shareholders Meeting approved the capital reduction by the redemption of 7,150,922 treasury shares, representing the 5% of the Parent's Company share capital (see Note 12.a).

The Board of Directors of the Parent Company agreed on November 7, 2022 to launch a second program of repurchase of treasury shares, under the authorization granted by the General Shareholders' Meeting of the Parent Company held on 28 June 2022, under item 10 of its agenda. The maximum net investment of the Buy-Back Program amounts to EUR 50 million. The maximum number of shares of the Company that may be acquired under the Buy-Back Program was set at 6,793,375 shares, representing 5% of the share capital at this date. The Repurchase Program began on 9 November 2022 and will remain in force until 30 September 2023, both included.

In February and March 2022 the Group delivered to the Executive Directors, Senior Executives and certain executives a total of 212,503 shares (159,711 shares during 2021, in accordance with the new incentive plan granted (see Note 29).

At 31 December 2021, the Group held a total of 408,098 treasury shares at an average cost of EUR 8.40 per share. The value of these treasury shares totalled EUR 3,427 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at December 2021 (see Note 3.x).

d) Profit per share

The profit per share is calculated on the basis of the profit attributable to the shareholders of the Parent divided by the average number of ordinary shares outstanding in the year.

At 31 December 2022 and 2021 the profit per share is as follows:

2022 2021
Number of shares at year end 135,867,508 143,018,430
Average number of shares during the year 136,888,259 143,018,430
Net consolidated profit attributable to the Parent (thousands of euros) 48,600 32,242
Number of treasury shares 2,227,423 408,098
Number of shares in circulation 133,640,085 142,610,332
Total number of shares 135,867,508 143,018,430
Profit per share (in euros per share)
- Basic 0.36 0.23
- Diluted 0.36 0.23

There are no financial instruments that could significantly dilute the profit per share.

e) Foreign currency translation reserve

The detail of "Foreign currency translation reserve" in the consolidated statement of financial position as at 31 December 2022 and 2021 is as follows:

Thousands of Euros
31/12/2022 31/12/2021
Applus+ Energy & Industry (13,381) (16,734)
Applus+ Laboratories 1,091 828
Applus+ Automotive (36,301) (48,794)
Applus+ IDIADA 463 662
Other 4,688 2,722
Total (43,440) (61,316)

f) Capital risk management

The Group manages its capital to ensure that its subsidiaries can continue operating in accordance with the going-concern principle of accounting. The Group is also committed to maintain leverage levels that are consistent with its growth, solvency and profitability objectives.

The data relating to the financial leverage ratios at the end of 2022 and 2021 are as follows:

Thousands of Euros
31/12/2022 31/12/2021
Bank borrowings (Note 14) 835,937 771,878
Other financial liabilities (Note 15) 22,157 25,806
Current financial assets (Note 11) (7,423) (6,386)
Cash and cash equivalents (Note 11) (183,010) (176,544)
Net financial debt 667,661 614,754
Total equity attributable to the shareholders of the Parent 606,747 617,631
Leverage (Net financial debt / Net debt + Equity attributable to the 52% 50%
shareholders of the Parent)

13. Non-controlling interests

"Non-controlling interests" in the accompanying consolidated statement of financial position reflects the equity of the non-controlling shareholders in the consolidated companies. Also, the balance of "Profit Attributable to Non-Controlling Interests" in the accompanying consolidated statement of profit or loss reflects the share of these noncontrolling interests in the consolidated profit or loss for the year.

The detail of the non-controlling interests of the fully consolidated companies in which ownership is shared with third parties in 2022 and 2021 is as follows:

2022 - Thousands of Euros
Share capital Profit
and reserves (Loss) Total
LGAI Technological Center, S.A. subgroup 18,913 1,629 20,542
IDIADA Automotive Technology, S.A. subgroup 10,258 4,407 14,665
Arctosa Holding B.V. subgroup 645 265 910
Velosi S.à r.l subgroup 5,370 2,939 8,309
Applus Iteuve Technology, S.L.U. subgroup (12,300) 4,074 (8,226)
Total non-controlling interests 22,886 13,314 36,200
2021 - Thousands of Euros
Share capital Profit
and reserves (Loss) Total
LGAI Technological Center, S.A. subgroup 17,399 1,069 18,468
IDIADA Automotive Technology, S.A. subgroup 9,231 2,895 12,126
Arctosa Holding B.V. subgroup 128 466 594
Velosi S.à r.l subgroup 5,654 2,573 8,227
Applus Iteuve Technology, S.L.U. subgroup (1,462) 10,762 9,300
Total non-controlling interests 30,950 17,765 48,715

The changes in "Non-Controlling Interests" in 2022 and 2021 are summarised as follows:

Thousands of Euros
2022 2021
Beginning balance 48,715 48,635
Changes in the scope of consolidation (Note 2.b.e.) (6,194) 317
Dividends (21,641) (20,210)
Translation differences 1,997 2,127
Other changes 9 81
Profit for the year 13,314 17,765
Ending balance 36,200 48,715

14. Obligations and bank borrowings

The detail, by maturity, of the obligations and bank borrowings at 31 December 2022 and 2021 in the consolidated statement of financial position is as follows:

2022 - Thousands of Euros
Long Term Drawn
Short
Limit Term
Drawn
2024 2025 2026 2027
onwards
Total
Facility A "Term Loan" 200,000 - - 200,000 - - 200,000
Facility B "Revolving Credit
Facility"
400,000 - - 194,486 - - 194,486
US Private Placement lenders 330,000 - - 150,000 - 180,000 330,000
Bilateral facilities 16,667 16,667 - - - - 16,667
CaixaBank credit facility 100,000 - 65,000 - - - 65,000
Accrued interests - 3,260 - - - - 3,260
Debt Arrangement fees - (539) (131) (82) (36) (53) (841)
Other loans - 1,409 1,027 446 98 218 3,198
Credit facilities 93,145 6,383 17,443 - - - 23,826
Obligations under finance leases - 145 90 23 22 60 340
Hedging instruments - 1 - - - - 1
Total 1,139,812 27,326 83,429 544,873 84 180,225 835,937
2021 - Thousands of Euros
Long Term Drawn
Limit Term
Drawn
2023 2024 2025 2026
onwards
Total
Facility A "Term Loan" 200,000 - - - 200,000 - 200,000
Facility B "Revolving Credit
Facility"
400,000 - - - 126,956 - 126,956
US Private Placement lenders 330,000 - - - 150,000 180,000 330,000
Bilateral facilities 50,000 33,333 16,667 - - - 50,000
CaixaBank credit facility 100,000 - 32,000 - - - 32,000
Accrued interests - 3,398 - - - - 3,398
Debt Arrangement fees - (973) (539) (131) (82) (88) (1,813)
Other loans - 1,209 992 595 250 1,247 4,293
Credit facilities 96,992 9,931 16,773 - - - 26,704
Obligations under finance
leases
- 176 101 63 - - 340
Total 1,176,992 47,074 65,994 527 477,124 181,159 771,878

At 31 December 2022, the consolidated Group's debt structure is mainly composed of a portion of syndicated bank borrowings and placed private debt borrowings with US institutional investors. The bank borrowings consist of a multi-currency syndicated loan of EUR 600 million, which comprises a Facility A "Term Loan" of EUR 200 million and a Facility B "Revolving Credit Facility" of EUR 400 million. The total amount of the US private placement debt is EUR 330 million and includes the new private placement debt of EUR 100 million carried out in 2021, bearing interest at a fixed rate and with final maturity in June 2036.

In relation to the bilateral loan, on 9 April 2021 a grace period of one year was agreed upon, with the first repayment set for April 2022, without altering the final maturity date of April 2023.

On 15 April 2021, the Applus Group entered a sustainability linked credit facility with CaixaBank limited to EUR 100 million maturing in 2023, with a one-year extension option that has been effective in 2022 of which EUR 65 million were drawn down at 31 December 2022.

The Group had liquidity of EUR 493 million at 31 December 2022, taking into account cash and cash equivalents reflected in the accompanying consolidated statement of financial position and the undrawn balances of the financing lines detailed previously (2021 year-end: EUR 588 million).

a) Syndicated loan and private placement debt

The syndicated loan bears interest at Euribor for tranches in euros and at Libor for tranches in foreign currency (CAD 89 million drawn down at 2022 year-end) plus a spread based on a leverage grid for each Facility.

All the tranches had an initial single maturity at 27 June 2023, which may be extended for a total of two additional years at the end of the first and second years. On 27 June 2019 all tranches were extended to 27 June 2024 and, on 16 June 2020, they were extended to 27 June 2025.

The initial private placement debt was placed from two US institutional investors. The structure includes a tranche of EUR 150 million maturing on 11 July 2025 and a tranche of EUR 80 million maturing on 11 July 2028. On 10 June 2021 a new private debt placement with one US institutional investor has been added with two tranches, each one of EUR 50 million, the first tranche maturing on 10 June 2031 and the second one on 10 June 2036.

The detail of syndicated loan and the private placement debt in 2022 and 2021 is as follows:

Thousands of Euros
Tranche Limit Amount drawn +
interest added to
principal
Facility A "Term Loan" 200,000 200,000 27/06/2025
Facility B "Revolving Credit Facility" 400,000 194,486 27/06/2025
US Private Placement lenders - 7 years 150,000 150,000 11/07/2025
US Private Placement lenders - 10 years 80,000 80,000 11/07/2028
US Private Placement lenders - 10 years 50,000 50,000 10/06/2031
US Private Placement lenders - 15 years 50,000 50,000 10/06/2036
Accrued Interests - 2,659
Debt arrangement expenses - (841)
Total 930,000 726,304

2021

2022

Thousands of Euros
Tranche Limit Amount drawn +
interest added to
Maturity
principal
Facility A "Term Loan" 200,000 200,000 27/06/2025
Facility B "Revolving Credit Facility" 400,000 126,956 27/06/2025
US Private Placement lenders - 7 years 150,000 150,000 11/07/2025
US Private Placement lenders - 10 years 80,000 80,000 11/07/2028
US Private Placement lenders - 10 years 50,000 50,000 10/06/2031
US Private Placement lenders - 15 years 50,000 50,000 10/06/2036
Accrued Interests - 2,997
Debt arrangement expenses - (1,813)
Total 930,000 658,140

a.1.) Obligations and restrictions relating to the syndicated loan and private debt

Both the syndicated loan and the private placement debt are subject to the achievement of certain financial ratios. The main one is defined as consolidated Net Debt to consolidated EBITDA of the last twelve months, which should be lower than 4.0x and tested every six months, at 30 June and 31 December.

At 31 December 2022, the ratio, calculated on the basis of the contractually established definitions of net consolidated debt and consolidated EBITDA, was 2.6x.

In accordance with the established terms and conditions, the Parent's Directors expect the financial leverage ratio covenant to be met in the following years.

The Group also has to fulfil certain obligations under the syndicated loan and the private placement agreement which relate mainly to disclosure requirements concerning its consolidated financial statements and negative undertakings to not perform certain transactions without the lender's and investor's consent, such as certain mergers or changes of business activity (see Note 27.a).

a.2) Guarantees given:

None of Applus Group subsidiaries have their shares or other assets pledged to secure the financial debt.

b) Credit facilities and other loans

The interest rates on the credit facilities and loans are tied to Euribor and Libor, plus a market spread.

The Group entered into non-recourse factoring agreements to sell outstanding receivables from customers for up to a maximum of EUR 31 million bearing interest at the market rate, of which EUR 10,250 thousand had been used at 2022 year-end (2021 year-end: EUR 12,429 thousand).

c) Disclosure for currency of obligations and bank borrowings

The detail of the main current and non-current obligations and bank borrowings at 31 December 2022 and 2021, by currency, is as follows:

2022 - Thousands of Euros
Euro US
dollar
Canadian
dollar
Colombian
Peso
Chilean
peso
Others Total
Syndicated loan 334,753 - 61,551 - - - 396,304
US Private Placement 330,000 - - - - - 330,000
Bilateral facilities 16,801 - - - - - 16,801
CaixaBank credit facility 65,467 - - - - - 65,467
Others loans 2,705 - - 493 - - 3,198
Credit facilities 4,195 17,540 17 1,954 (16) 136 23,826
Finance leases 67 - - 152 99 22 340
Hedging instruments 1 - - - - - 1
Total 753,989 17,540 61,568 2,599 83 158 835,937
2021 - Thousands of Euros
Euro US
dollar
Canadian
dollar
Colombian
Peso
Chilean
peso
Others Total
Syndicated loan 277,185 8,230 42,725 - - - 328,140
US Private Placement 330,000 - - - - - 330,000
Bilateral facilities 50,183 - - - - - 50,183
CaixaBank credit facility 32,218 - - - - - 32,218
Others loans 4,157 - - - 136 - 4,293
Credit facilities 4,218 20,776 - 1,531 1 178 26,704
Finance leases 103 47 - - 155 35 340
Total 698,064 29,053 42,725 1,531 292 213 771,878

15. Other non-current financial liabilities

The detail at 31 December 2022 and 2021 is as follows:

Thousands of Euros
31/12/2022 31/12/2021
Payable due to reversion 19,426 22,123
Other non-current financial liabilities 2,731 3,683
Total other non-current financial liabilities 22,157 25,806

"Payable due to reversion" for 2022 and 2021 essentially includes the provisions for the guarantees covering the reversion of land on which certain vehicle roadworthiness testing centres (see Note 27.b). The payment period relating to these guarantees will not be known until the process described in Note 27.b has been completed.

"Other financial liabilities" includes mainly various loans with favourable terms and conditions that the subsidiaries have been granted by various public bodies. These loans mature between 2024 and 2027.

16. Financial risks and derivative financial instruments

Financial risk management policy

The main purpose of the Group's financial risk management activity is to assure the availability of funds for the timely fulfilment of financial obligations and to protect the value in euros of the Group's economic flows and assets and liabilities.

This management activity is based on the identification of risks, the determination of tolerance to each risk, the analysis of the suitability of the hedging of financial risks, and the control of the hedging relationships established.

The Group's policy consists on hedging all significant and intolerable risk exposures as long as there are adequate instruments for this purpose and the hedging cost is reasonable.

The Group's financial risks are managed on a single and integrated basis, which enables it to identify the existence of natural hedges between and within the various lines of business and to thus optimise the arrangement of hedges in markets. All external hedges, including those relating to subsidiaries and those arranged on their behalf, must be authorised and arranged on a centralised basis at Group level.

Following is a description of the main financial risks to which the Group is exposed and the practices established:

a) Foreign currency risk

Group Management, based on activity in countries outside the eurozone, monitors the changes in the various currencies in which it operates and assesses the foreign currency risk that could affect its financial statements. Normally, the operations in each of the countries where the Group operates, both income and expenses are in local currency so foreign currency risk only impacts equity.

To manage foreign currency risk, the Group takes the following measures:

  • If the financial market of the country in which the investment is made allows for adequate financing to be obtained in terms of timing and cost, hedging is naturally obtained through financing taken in the same currency as that of the investment.
  • If the above is not possible, the Group determines asset and liability sensitivity to exchange rate fluctuations on the basis of the extent and severity (volatility) of the risk exposure.

In relation to foreign currency risk, the estimated sensitivity in the Group's consolidated statements of profit or loss for 2022 and 2021 to a change of +/-5% in the exchange rates against the euro of the main currency in which the Group operates, US dollar, would entail approximately a +/-1% variation of the Group's revenues.

b) Interest rate risk

Interest rate risk relates to the effect on profit or loss of rises in interest rates that increase borrowing costs. Exposure to this risk is mitigated by the natural hedging offered by businesses in which inflation and/or interest rates are factors which are part of the periodical tariff and price revision process. The other exposure is assessed periodically and, taking into consideration the projected interest rate fluctuations in the main borrowing currencies, the desirable fixed-rate protection levels and periods are determined. The structure thus established is achieved by means of new financing and/or the use of interest rate derivatives.

Net debt at floating rates is generally tied to Euribor for the debt in euros and to Libor for the debt in US dollars.

As part of the debt refinancing process in 2018, a private debt placement was taken at a fixed rate of interest. Private Placement Debt represented 40% of total drawn debt at 31 December 2022 (2021: 39% of total drawn debt).

The detail of the average interest rate and of the average financial debt drawn is as follows:

2022 2021
Average interest rate 2.19% 1.79%
Average financial debt drawn (thousands of euros) 832,198 733,469

On the basis of the financial debt drawn, the impact on borrowing costs of a change of half a point in the average interest rate would be as follows:

2022 2021
Change in interest rate 0.50% -0.50% 0.50% -0.50%
Change in borrowing costs (thousands of euros) 2,511 (2,511) 2,237 (2,237)

c) Liquidity risk

Liquidity risk relates to the possibility of adverse situations in the capital markets preventing the Group from financing, at reasonable market prices, its obligations relating to both non-current financial assets and working capital requirements, or of the Group being unable to implement its business plans using stable financing sources.

The Group takes various preventative measures to manage liquidity risk:

  • The capital structure of each company is established taking into account the degree of volatility of the cash generated by it.
  • Debt repayment periods and schedules are established on the basis of the nature of the needs being financed.
  • The Group diversifies its sources of financing through continued access to financing and capital markets.
  • The Group secures committed credit facilities for sufficient amounts and with sufficient flexibility.
  • d) Inflation risk:

Despite the long period of historically low inflation, in the second half of 2021 and in 2022 inflation in the euro zone rose sharply. A significant portion of the Group's operating costs could increase as a result of higher inflation and the European Central Bank's monetary policy. The great majority of the Group's service provision contracts are indexed to inflation as far as the operating expenses are concerned, in infrastructure leases, as are the other contracts. Likewise, the great majority of the contracts between the Group and its clients are indexed to inflation, meaning that much of this risk is naturally mitigated.

Hedging instruments arranged

In 2022 the Group arranged foreign currency derivatives with Spanish banks with a high credit rating.

The Group opted to apply hedge accounting, as permitted by IFRSs, and appropriately designated the hedging relationships in which the derivatives are fair value hedges, thereby neutralising the exchange rate gains or losses on the hedged items.

At 31 December 2022, the balance of "Current Liabilities – Obligations and Bank Borrowings" reflecting the fair value of the derivatives at that date amounted to EUR 1 thousand (see Note 14).

The fair value hedging relationships designated using these instruments are considered to be highly effective.

The detail of the current hedging instruments is as follows:

  • Exchange rate hedging forward amounting to USD 770 thousand. The maturity of this instrument is on 18 January 2023.
  • Exchange rate hedging forward amounting to USD 1,150 thousand. The maturity of this instrument is on 15 February 2023.
  • Exchange rate hedging forward amounting to USD 1,150 thousand. The maturity of this instrument is on 19 April 2023.

17. Non-current provisions

The detail of "Non-Current Provisions" in 2022 and 2021 year-end is as follows (in thousands of euros):

31/12/2022 31/12/2021
Long-term employee obligations
Other provisions
20,837
16,193
18,185
16,080
Non-Current provisions 37,030 34,265

The changes in "Non-Current Provisions" in 2022 and 2021 are as follows:

Thousands
of Euros
Balance at 1 January 2021 25,573
Changes in the scope of consolidation (Note 2.b.e) 6,823
Additions 7,686
Amounts used (6,601)
Effect of exchange rate changes 784
Balance at 31 December 2021 34,265
Changes in the scope of consolidation (Note 2.b.e) 1,400
Additions 4,753
Amounts used (4,225)
Effect of exchange rate changes 837
Balance at 31 December 2022 37,030

The recognised provisions constitute a fair and reasonable estimate of the effect on the Group's equity that could arise from the resolution of the lawsuits, claims or potential obligations that they cover. They were quantified by the Group Management and Management of the subsidiaries, with the assistance of their advisers, considering the specific circumstances to each case.

a) Long-term employee obligations:

Long-term employee obligations contain, mainly, benefits to certain employees in the Middle East amounting to EUR 14,694 thousand (2021: EUR 12,631 thousand), Europe amounting to EUR 1,741 thousand (2021: EUR 1,805 thousand) and Spain amounting to EUR 3,707 thousand (2021: EUR 3,382 thousand).

The long-term employee obligations in the Middle East relate to benefits that employees receive at the end of their employment at Applus Group. These benefits are defined by local laws and are very similar between each other. The accrual is updated based on an actuarial valuation basis made by an independent expert, based on discount rate, expected salary increase, death rate and turnover staff rate. The increase in 2022 is due to the benefits of Saudi Arabia businesses. The benefits relate to Saudi Arabia employees are the most significant in the region.

The benefits in Europe relate, mainly, to the companies located in the Netherlands. These plans include the provision to pay one monthly salary payment to current employees upon completing 25 years of service and two monthly salaries payments upon completing 40 years of service.

The benefits in Spain relate to benefits that the employees from Galicia Automotive business receive at the end of their employment at Applus Group. These benefits are determined by Collective Agreement that the employees of auto stations are subjected, where some compromises from the Company to the employees are established, when some conditions related to seniority and date of termination of employment relation are met.

b) Other provisions:

Other provisions mainly contain:

Thousands of Euros
31/12/2022
31/12/2021
Tax risks 2,846 647
Legal contingencies 2,455 2,455
Other provisions 10,892 12,978
Total 16,193 16,080

"Other provisions" includes provisions related to contingent liabilities assumed in business combinations at the date of acquisition of new companies by the Group, detailed in Note 2.b.e.3.

Since, at 31 December 2022 no changes had occurred in the estimates made by the Management, these provisions were not re-estimated, and neither were they re-estimated as a result of the adoption of IFRIC 23.

18. Other non-current and current liabilities

The detail of "Other non-current liabilities" and "Other current liabilities" in 2022 and 2021 is as follows (in thousands of euros):

31/12/2022 31/12/2021
Variable price of the acquisition of ownership interest payable at long term 73,532 60,617
Other non-current liabilities 17,258 14,735
Other non-current liabilities 90,790 75,352
Variable price of the acquisition of ownership interest payable at short term
Other current liabilities
2,756
30,928
3,920
4,887
Other current liabilities 33,684 8,807
Total other liabilities 124,474 84,159

"Variable price of the acquisition of ownership interest payable" includes the amounts payable for business combinations performed in 2022 and prior years in relation to contingency pay-outs and variable pay-outs (earn outs), which the Parent's Directors consider will comply with the related payment terms and conditions and should therefore be paid. The variations registered under "Variable price of the acquisition of ownership interest payable at long term" are mainly due to the additions of new business combinations described in Note 2.b.e.1, recalculations of value based on updates of the business plans or the reversions done due to the payments effected within the period established at the date of its initial recognition. Additionally, this section includes the financial liability corresponding to the acquisition of 80% of Inversiones Finisterre, S.L., performed in 2017, in which there was an agreement where a call and put options were granted for the potential acquisition of the remaining 20% of the Finisterre Group from July 2022, subject to the occurrence of certain events. The Applus Group recognised as "Other non-current liabilities" the present value of the estimated amount of this option in 2021 of EUR 13.4 million in "Variable price of the acquisition of ownership interest payable at long term", in accordance with IAS 32.23. In December 2022, the financial liabilities have been updated as a result of the purchase of the remaining 20% of the Finisterre Group for an amount of EUR 18 million, of which 3 million euros have been paid before the end of the financial year, while the pending amount, expected to be paid in January 2023, is recorded under "Other current liabilities" in the previous detail, together with the interim dividend of 2022 results, payable to the previous shareholders of Inversiones Finisterre. As a result of this acquisition of minorities, the impact in the profit attributable to minorities from the the Group's consolidated statement of profit and loss has been reduced (see Note 13).

The classification between current and non-current at 2022 and 2021 year-end is conducted according to its payment due date.

19. Trade and other payables

The detail of trade and other payables in 2022 and 2021 is as follows:

Thousands of Euros
31/12/2022 31/12/2021
Trade and other payables 251,579 226,736
Trade and other payables with related companies (Note 28.b) 1 1
Remuneration payable 98,744 83,867
Tax payable 75,435 68,417
Total 425,759 379,021

The difference between the reasonable and nominal value does not differ significantly.

"Remuneration payable" mainly relate to ordinary remuneration payable which includes the annual bonus, incentives in RSUs and other remunerations payable such as extra-pay and holidays accruals.

In "Tax payable" the Group recognised the amounts payable of value added taxes, social security taxes and personal income tax withholdings (or equivalent taxes in each country).

Disclosures on the payment periods to suppliers. Additional Provision Three. "Disclosure obligation" provided for in Law 15/2010, of 5 July.

The Group companies with tax residence in Spain adapted their payment periods in line with Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December). Detailed below are the disclosures required by the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 to be included in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.

2022 2021
Days
Average payment period to suppliers 58 60
Ratio of transactions settled 58 61
Ratio of transactions not yet settled 56 49
Thousands of Euros
Total payments made 193,178 161,073
Total payments outstanding 22,512 19,610

The data shown in the table above relates exclusively to the Spanish companies. The data referred to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December 2014.

Suppliers, solely for the purpose of disclosing the information provided for in this Resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current liabilities - Trade and other payables" in the accompanying consolidated statement of financial position.

"Average payment period to suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.

The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December 2004, on combating late payment in commercial transactions, is 30 days. This period may be extended by an agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2021).

However, most of the payments outstanding by the Spanish consolidated companies at year end have been paid during the first two months of the year 2023.

In accordance with the requirements established in Law 18/2022 of 28 September 2022, which modified Law 3/2004, of 29 December 2004, the Management has proceeded to calculate the number of invoices paid in a period lower than the maximum established in the regulations. As of 31 December 2022, 73,053 invoices were paid for a total of EUR 95,819 thousand. These invoices represent 54% of all the invoices paid during the fiscal year.

20. Corporate income tax

20.a Corporate income tax expense recognised in the consolidated statement of profit or loss

The detail of the corporate income tax expense recognised in 2022 and 2021 is as follows (in thousands of euros):

2022 2021
Current tax:
For the year 39,418 33,128
39,418 33,128
Deferred tax:
For the year (9,869) (7,518)
(9,869) (7,518)
Corporate Income tax expense/(benefit) 29,549 25,610

The detail of the changes in deferred taxes, recognised as corporate income tax expense/(benefit) in the consolidated statement of profit or loss in 2022 and 2021, is as follows (in thousands of euros):

2022 2021
Tax credits for tax loss carry forwards 4,306 3,293
Withholding taxes and other unused tax credits (3,082) (675)
Temporary differences:
Amortisation of intangible assets (14,463) (12,685)
Others 3,370 2,549
Deferred corporate income tax expense/(benefit) (9,869) (7,518)

The corporate income tax expense is calculated in 2022 and 2021 as follows (in thousands of euros):

2022 2021
Profit before tax 91,463 75,617
Consolidated corporate income tax rate at 25% 22,866 18,904
Tax effect of:
Others 10,696 16,400
Deduction of unrecognised tax assets and others (4,013) (9,694)
Corporate income tax expense/(benefit) 29,549 25,610

"Others" include the differences due to corporate income tax rates in different countries and the impact for unrecognized tax losses generated during the year.

20.b Current corporate income tax assets and liabilities

The detail of the current corporate income tax receivables and payables at the end of 2022 and 2021 is as follows (in thousands of euros):

31/12/2022 31/12/2021
Current corporate income tax assets 20,313 17,707
Corporate income tax prepayments 20,313 17,707
Current corporate income tax liabilities 19,354 18,595
Corporate income tax payables 19,354 18,595

20.c Deferred tax assets

The detail of Deferred tax assets at the end of 2022 and 2021 is as follows:

Thousands of Euros
31/12/2022 31/12/2021
Tax losses of Spanish companies 14,809 18,712
Tax losses of other foreign companies 3,863 4,266
Tax credits for tax loss carry forwards 18,672 22,978
Tax credits of Spanish companies 5,019 5,465
Tax credits and Withholding taxes of foreign companies 10,928 7,400
Withholding taxes and other tax credits 15,947 12,865
Other temporary differences - Spanish companies 7,728 7,145
Temporary differences - foreign companies 11,985 13,869
Temporary differences – IFRS 16 3,831 4,167
Total temporary differences 23,544 25,181
Total deferred tax assets 58,163 61,024

The deferred tax assets indicated above were recognised because the Parent's Directors considered that, based on their best estimate of the Group's future earnings, including certain tax planning measures, it is probable that these assets will be recovered.

At the end of each year the Parent's Directors analyse the recoverability of the deferred tax assets and only recognise those that they consider will probably be recovered.

The factors taken into consideration by the Parent's Directors to recognise as a deferred tax asset, including tax credit for tax loss carry forwards, withholding taxes, and tax credits for temporary differences at 31 December 2022, which support their future recoverability, are as follows:

  • In 2022 and 2021 the consolidated tax group in Spain obtained taxable income of EUR 66,707 and EUR 57,917 thousand (according to the final corporate income tax return of 2021 fiscal year), respectively, which enabled it to use unrecognised tax losses from prior years amounting to EUR 911 and EUR 673 thousand, respectively.

The prior years' tax loss carryforwards of the companies at the end of 2022 and 2021 are as follows:

Thousands of Euros
Year incurred 2022 2021
Recognised Not recognised Recognised Not recognised
2005 - 9,856 - 9,856
2007 805 17,345 805 17,812
2008 474 - 474 -
2009 2,586 - 2,586 -
2010 18,550 7 34,163 7
2011 38,562 132 38,500 199
2012 - 961 - 386
2013 - 41 - 231
2014 - 1,497 - 2,052
2015 28 7,720 27 8,026
2016 28 12,594 2,324 16,119
2017 121 19,081 114 19,460
2018 107 15,448 102 12,045
2019 1,756 10,194 1,701 10,975
2020 5,980 11,684 3,956 17,385
2021 6,213 23,348 6,081 -
2022 1,746 - - -
Total 76,956 129,908 90,833 114,553

The recognised tax losses from the Spanish consolidated tax group are EUR 59,234 thousand recognised and EUR 27,201 thousand not recognised.

The detail of the Spanish companies' unused tax credits at the end of 2022 and 2021 is as follows:

Thousands of Euros
Year 2022 2021
Recognised Not recognised Recognised Not recognised
2006 - - - 7
2007 - 5 - 57
2008 - - - -
2009 - - - -
2010 - 810 - 810
2011 - 741 - 741
2012 - 1,204 - 1,175
2013 3,555 1,705 4,380 6,397
2014 825 4,236 - 6,497
2015 - 4,665 - 5,790
2016 - 4,479 - 5,093
2017 166 5,640 241 5,798
2018 454 4,986 502 5,029
2019 19 6,069 - 6,135
2020 - 5,270 - 5,352
2021 - 3,935 342 3,439
2022 - 5,193 - -
Total 5,019 48,938 5,465 52,320

Of the total recognised and unrecognised tax credits at 31 December 2022, EUR 8,888 thousand relate to incentives for certain activities (mainly investment in R&D+i expenditure), EUR 42,302 thousand relate to double taxation credits, EUR 2,005 thousand relate to donations to non-profit entities tax credits and EUR 762 thousand to the reinvestment of gains. Of the total recognised and unrecognised tax credits at 31 December 2021, EUR 11,954 thousand related to incentives for certain activities (mainly investment in R&D+i expenditure), EUR 45,069 thousand related to double taxation credits and EUR 762 thousand to the reinvestment of gains.

The foreign companies' unused tax credits not recognised in the accompanying consolidated statement of financial position are not significant.

20.d Deferred tax liabilities

"Deferred tax liabilities" on the liability side of the accompanying consolidated statement of financial position as at 31 December 2022 and 2021, includes mainly the following:

Thousands of Euros
31/12/2022 31/12/2021
Temporary differences associated with:
Recognition at fair value of the identifiable assets in acquisitions of business
combinations
77,497 86,862
Depreciation and amortisation and measurement of assets and goodwill 12,624 18,714
Amortisation of goodwill paid in the acquisition of foreign companies by
Spanish companies
7,152 7,435
Other deferred tax liabilities 11,804 9,439
Total deferred tax liabilities 109,077 122,450

20.e Corporate Income Tax rates applicable to the Group

Each company calculates its corporate income tax expense in accordance with its respective legislation. The main corporate income tax rates applicable to the Group are as follows:

Country Tax rate Country Tax rate Country Tax rate
Spain 25% UK 19% Angola 25%
US 21% Germany 30% United Arab Emirates -
China 25% Australia 30% Luxembourg 25%
Ireland 12.5% Italy 24% Papua New Guinea 30%
Canada 26.5% Brazil 34% Malaysia 24%
Sweden 21% Argentina 35% Singapore 17%
Denmark 22% Chile 27% Qatar 10%
Netherlands 26% Colombia 35% Saudi Arabia 20%
Mexico 30% Oman 15% Costa Rica 30%

20.f Years open for review and tax audits

At 2022 year-end, the Spanish companies which belong to Spanish tax group have 2018-2021 years open for review by the tax authorities for the corporate income tax and those fiscal years in which four years have not elapsed from the deadline for filing the corresponding returns for VAT and the rest of applicable taxes.

The foreign companies have the last few years open for review in accordance with the legislation in force in each of their respective countries and all those ongoing tax audits. The Parent's Directors do not expect any additional significant liabilities to arise in the event of a tax audit.

These notes to the financial statements do not include the information referred to in Article 42 bis of Royal Decree 1065/2007 in relation to persons resident in Spain, whether legal entities that are beneficiaries or holders of accounts abroad or individuals from the Group who are authorised representatives for accounts abroad held by a Group subsidiary non-resident in Spain, since such information is duly recorded and detailed in the Group's accounting records pursuant to Article 42 bis 4.b of Royal Decree 1065/2007.

21. Operating income and expenses

a) Revenue

The Group obtains its income from contracts with customers in which it transfers goods or services according to the following categories, as per Group's managerial structure, and according to the criteria detailed in Note 3.q.

Thousands of Euros
2022 2021
Applus+ Energy & Industry 1,120,686 942,458
Applus+ Laboratories 190,350 153,214
Applus+ Automotive 460,922 456,756
Applus+ IDIADA 277,960 224,296
Others 25 22
Total 2,049,943 1,776,746

Substantially all of the Group's revenue relates to contracts with customers which generally include set prices. The revenue of the Automotive division of Applus+ includes mainly revenue from contracts with customers in which the performance obligations are satisfied at a specific point in time (when the inspections of the vehicles are conducted), while the revenue of the Applus+ Energy & Industry, Applus+ Laboratories and Applus+ IDIADA divisions also includes contracts in which revenue is recognised over time in relation to the satisfaction of the performance obligations of the various projects performed.

At year-end, there are no significant amounts of outstanding performance obligations since, as a general rule, contracts with customers have an expected initial duration of one year or less.

b) Staff costs

The detail of "Staff costs" in the accompanying consolidated statement of profit or loss in 2022 and 2021, is as follows:

Thousands of Euros
2022 2021
Wages, salaries and similar expenses 896,420 793,007
Severances 5,284 4,405
Employee benefit costs 124,020 110,204
Other staff costs 114,113 94,535
Total 1,139,837 1,002,151

The average number of employees at the Group, by professional category and gender in 2022 and 2021, is as follows:

Average number of employees
2022
Professional category Men Women Total
Top management 75 21 96
Middle management 295 86 381
Supervisors 985 210 1,195
Operational employees & others 18,779 4,829 23,608
Total 20,134 5,146 25,280
Average number of employees
2021
Professional category Men Women Total
Top management (*) 77 19 96
Middle management (*) 323 90 413
Supervisors 835 207 1,042
Operational employees & others 18,177 4,452 22,629
Total 19,412 4,768 24,180

(*) The number of Top Management related to 2021 has been restated due to a redefinition of professional categories. Hence, 96 people are considered Top Management and 413 Middle Management, whereas in 2021 were 114 and 395 respectively.

Also, the distribution of the workforce, by gender and category, at the end of 2022 and 2021, is as follows:

No. of employees end of year
2022
Professional category Men Women Total
Top management 75 21 96
Middle management 290 89 379
Supervisors 960 199 1,159
Operational employees & others 19,575 5,205 24,780
Total 20,900 5,514 26,414
No. of employees end of year
2021
Professional category Men Women Total
Top management 77 19 96
Middle management 279 91 370
Supervisors 819 192 1,011
Operational employees & others 19,072 4,729 23,801
Total 20,247 5,031 25,278

c) Other results

The detail of the other results for 2022 and 2021 corresponds mainly to extraordinary termination benefits due to restructuring for an amount of EUR 7.6 million (EUR 3.6 in 2021), costs related to the start-up of activities and inorganic operations for a total of EUR 4.9 million (EUR 2.6 million in 2021) and other results including the results on disposals of assets, impacts related to the final payment of variable prices on acquisitions and others, that amount to an income of EUR 2.8 million at 2022 year-end (EUR 2 million expense in 2021).

d) Fees paid to auditors

In 2022 and 2021 the fees billed for financial audit and other services provided by the auditor of the Group's consolidated financial statements, Deloitte, S.L., and by firms in the Deloitte organisation, and the fees billed by the auditors of the separate financial statements of the consolidated companies, and by companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows (in thousands of euros):

2022

Description Fees for services
provided by the
principal auditor
Fees charged by
other audit firms
Audit services 1,994 408
Other attest services 271 -
Total audit and related services 2,265 408
Tax advisory services 190
Other services 15
Total professional services 2,470

2021

Description Fees for services
provided by the
principal auditor
Fees charged by
other audit firms
Audit services 1,982 315
Other attest services 254 -
Total audit and related services 2,236 315
Tax advisory services 176
Other services 5
Total professional services 2,417

22. Financial result

The detail by nature of the financial result in 2022 and 2021 is as follows:

Thousands of Euros
2022 2021
Finance Income:
Other finance income by third parties 923 1,746
Total finance income 923 1,746
Finance costs:
Borrowing costs relating to syndicated loan and US Private Placement (15,392) (12,571)
Other finance costs paid to third parties (9,088) (5,078)
Interest expense on lease liabilities (Note 26.b) (6,960) (7,534)
Exchange differences (2,080) (1,775)
Total finance costs (33,520) (26,958)
Gains or losses on the net monetary position (Note 3.o) (983) (669)
Financial result (33,580) (25,881)

23. Information on the environment

Applus looks after the sustainability of its business and feels accountable for acting against climate change and supporting the transition to a low-carbon emissions economy through the services it provides and the management of its processes. Thus, the continuous improvement of a safety, healthy and sustainable environment constitutes the centre of the Group's environmental policy, reinforcing its commitment. Although the activities of the Group do not have a significant environmental impact, the consumption of energy in its facilities and the consumption of fuel to provide the services on clients' site generate the main impact of its operations. The Group works to reduce the carbon footprint by means of specific programs related to energy efficiency and the use of renewables.

Climate change offers us opportunities which can result in different types of risk in our business. The Group's fundamental objective is to mitigate such risks and identify any potential opportunities to maximise our value to society, through responsible management of the business, incorporating the interests and expectations of the Parent's stakeholders.

As in prior years, in 2022 the Group has assessed qualitatively the risks and opportunities arising from climate change, following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) (see section 7 from the Financial and non-financial Report (ESG)), is working to introduce the analysis of scenarios. According to that, the Group has identified the potential impact of the risks and the probability of their occurrence, considering the substantial impacts, based on the following key elements: Governance, Strategy, Risk management, Metrics and objectives, classifying the impact as low, medium and high and defined in three time horizons, short, medium and long term. Following the impact assessment, the probability of the risk occurring should be evaluated. Likewise, we rolled out plans to make the best possible use of the opportunities that climate change may offer us, which will more than compensate for any potential impacts, albeit limited, that may arise.

In 2022, the Group has defined short-term environmental objectives aligned with the 1.5º scenario and validated by the Science Based Targets Initiative (SBTI), included in the variable remuneration scheme, and published a new Good Environmental Practices Guideline to minimize the environmental impact on the Group's activities.

In view of the business activities carried out by the Group, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the accompanying consolidated financial statements.

The Group considers that it complies with applicable environmental protection legislation and has procedures designed to ensure such compliance. In 2022 and 2021, the Group did not recognise any provisions to address potential environmental risks as it considered that there were no significant contingencies associated with potential lawsuits, compensation or other items. Lastly, the potential contingencies, compensation and other environmental risks that could be incurred by the Group are sufficiently covered by its third-party liability insurance policies.

24. Proposal of allocation of profit/loss

The proposed allocation of the Parent's net profit, formulated by the Board of Directors that will be presented at the next Parent's Annual General Meeting of the Shareholders, for 2022 is as follows:

Thousands of Euros
Basis of allocation:
Profit for the year 22,581
22,581
Allocation:
To dividends 21,739
To unrestricted reserves 842
Total 22,581

The dividend of 21,739 thousand euros corresponds to the maximum amount to be paid, resulting from multiplying the amount per share proposed (0.16 euros) by the number of shares into which the Company's share capital is represented at the closing date. The amount finally paid will depend on the number of shares outstanding (excluding treasury stock) that are entitled to receive it on the date on which the corresponding payment occurs.

25. Segmented information

At 31 December 2022, the Group operates through four operating divisions and a holding division, each of which is considered to be a segment for financial reporting purposes.

The main operating segments are as follows:

  • Applus+ Energy & Industry provides non-destructive testing, quality control and accreditation services, project management, supplier inspection, facility inspection and asset certification and integrity services. It also provides qualified staff recruitment and hiring services for the oil and gas, aircraft, energy, mining, telecommunications and construction industries.
  • Applus+ Laboratories offers a wide range of laboratory testing, system certification, product development services across various industries and electronic payment systems, including the aerospace and industrial sectors.
  • Applus+ Automotive offers mandatory vehicle roadworthiness testing services, verifying vehicles' compliance with safety and emissions regulations in force in the various countries in which it operates.
  • Applus+ IDIADA offers design, engineering, testing and certification services mainly to car manufacturers.

a) Financial information by segment

The financial information, by segment, in the consolidated statement of profit or loss for 2022 and 2021 is as follows (in thousands of euros):

2022

Applus+
Energy &
Industry
Applus+
Laboratories
Applus+
Automotive
Applus+
IDIADA
Other Total
Revenue 1,120,686 190,350 460,922 277,960 25 2,049,943
Operating expenses (1,039,468) (163,638) (367,064) (248,047) (29,698) (1,847,915)
Adjusted Operating Profit 81,218 26,712 93,858 29,913 (29,673) 202,028
Amortisation
of
non-current
assets
identified
in
business
combinations (Note 5)
(16,011) (9,730) (31,128) (4,315) - (61,184)
Other results (15.648)
Operating Profit 125,196

2021

Applus+
Energy &
Industry
Applus+
Laboratories
Applus+
Automotive
Applus+
IDIADA
Other Total
Revenue 942,458 153,214 456,756 224,296 22 1,776,746
Operating expenses (883,027) (127,637) (356,853) (204,841) (29,145) (1,601,503)
Adjusted Operating Profit 59,431 25,577 99,903 19,455 (29,123) 175,243
Amortisation of non-current assets
identified in business combinations
(Note 5)
(13,043) (7,356) (29,346) (4,315) - (54,060)
Other results (19,685)
Operating Profit 101,498

The Adjusted Operating Profit is the operating profit before the amortisation charge of the intangible assets allocated in the business combinations (PPA) for an amount of EUR 61,184 thousand in 2022 (EUR 54,060 thousand in 2021) (see Note 5), other results amounting to EUR 9,644 thousand in 2022 (EUR 8,185 thousand in 2021) (see Note 21.c) and the write-down on the goodwill of IDIADA cash-generating unit amounting to EUR 6,004 thousand (see Note 4).

The "Other results" are included under "Impairment and gains or losses on disposal of non-current assets" (see Note 4) and "Other results" in the consolidated statement of profit or loss.

The "Other" segment includes the financial information corresponding to the Applus Group's holding activity.

The finance costs were allocated mainly to the "Other" segment as it is the Holding division who manages bank borrowings (see Note 14).

The current, non-current assets and liabilities, by business segment, at the end of 2022 and 2021 are as follows (in thousands of euros):

2022

Applus+
Energy &
Industry
Applus+
Laboratories
Applus+
Automotive
Applus+
IDIADA
Other Total
Goodwill
Other intangible assets
Rights of use
285,239
120,733
43,709
198,007
70,363
30,440
290,591
154,165
76,369
17,807
16,965
26,287
1,253
11,866
590
792,897
374,092
177,395
Property, plant and equipment
Investments accounted for using the
equity method
Non-current financial assets
77,496
3,403
10,829
62,121
-
346
78,896
-
4,318
33,999
-
1,021
545
-
582
253,057
3,403
17,096
Deferred tax assets
Total non-current assets
26,871
568,280
2,145
363,422
4,589
608,928
4,271
100,350
20,287 58,163
35,123 1,676,103
Total current assets 455,321 80,745 67,744 138,296 14,395 756,501
Total liabilities 345,669 132,694 261,696 142,102 907,496 1,789,657

2021

Applus+
Energy &
Industry
Applus+
Laboratories
Applus+
Automotive
Applus+
IDIADA
Other Total
Goodwill 258,566 155,554 287,041 23,385 1,243 725,789
Other intangible assets 122,354 70,384 193,445 20,838 12,946 419,967
Rights of use 41,442 29,573 76,993 31,819 893 180,720
Property, plant and equipment 77,819 51,608 88,717 35,024 606 253,774
Investments accounted for using the
equity method
520 - - - - 520
Non-current financial assets 10,790 844 4,970 1,089 - 17,693
Deferred tax assets 22,882 2,392 8,335 3,881 23,534 61,024
Total non-current assets 534,373 310,355 659,501 116,036 39,222 1,659,487
Total current assets 404,200 75,174 41,731 103,662 22,231 646,998
Total liabilities 328,323 107,305 265,407 129,981 809,123 1,640,139

The additions to intangible assets and also to property, plant and equipment, by business segment, in 2022 and 2021 are as follows (in thousands of euros):

Applus+
Energy
&Industry
Applus+
Laboratories
Applus+
Automotive
Applus+
IDIADA
Other Total
Capex 2022 19,117 20,100 12,383 12,957 1,520 66,077
Capex 2021 19,228 15,022 16,772 9,970 2,085 63,077

b) Financial information by geographic segment

Since the Group has presence in several countries, the financial information has been grouped geographically.

The sales, by geographical area, in 2022 and 2021, were as follows:

Thousands of Euros
2022 2021
Spain 449,757 426,284
Rest of Europe 552,060 504,712
US and Canada 344,545 299,044
Asia and Pacific 258,728 205,163
Latin America 239,575 195,403
Middle East and Africa 205,278 146,140
Total 2,049,943 1,776,746

The non-current assets, by geographical area, in 2022 and 2021, are as follows (in thousands of euros):

Total non-current assets Spain Rest of
Europe
US and
Canada
Asia
Pacific
Latin
America
Middle
East
and
Total
31 December 2022 826,377 393,782 179,309 143,273 107,827 25,535 1,676,103
31 December 2021 806,432 417,291 199,300 142,373 73,086 21,005 1,659,487

26. Leases

a) Amounts recognised in the consolidated statement of financial position

The amounts related to operating leases recognised in the consolidated statement of financial position as at 31 December 2022 and 2021 are as follows:

Rights of use

Thousands of Euros
Net value
31/12/2022 31/12/2021
Rights of use
Offices 106,531 116,242
Rights of use of facilities (fixed levies) 22,627 23,817
Vehicles 27,094 23,248
Machinery 8,105 11,118
Land 12,766 5,600
Hardware 272 695
Total 177,395 180,720

Lease liabilities

Thousands of Euros
31/12/2022 31/12/2021
Maturity analysis - lease-related cash flows (not discounted)
Within one year 55,538 54,509
Between one and five years 102,744 111,134
More than five years 47,514 50,686
Total lease-related cash flows (not discounted) 205,796 216,329
Thousands of Euros
31/12/2022
31/12/2021
Lease liabilities
Current 55,215 54,510
Non-current 136,143 141,968
Total 191,358 196,478

b) Amounts recognised in the consolidated statement of profit or loss

At 31 December 2022, the amounts related to leases recognised in the consolidated statement of profit or loss are as follows: amortisation of the right-of-use assets for an amount of EUR 59,247 thousand (2021: EUR 52,400 thousand), basically offices and vehicles; finance costs on lease liabilities for an amount of EUR 6,960 thousand (2021: EUR 7,534 thousand) (see Note 22); operating expenses related to leases of low-value assets not considered in a short-term, short-term leases and, variable lease payments not included in the measurement of lease liabilities, for an amount of EUR 67,671 thousand (2021: EUR 62,386 thousand), which correspond, basically, to auto stations' variable rent levies of the Automotive division for an amount of EUR 37,839 thousand (2021: EUR 37,488 thousand); and income amounting to EUR 3 thousand (EUR 240 thousand in 2021) arising from contract modifications, basically as a result of terminations of leases which caused the de-recognition of the related right-of-use asset and lease liability.

In 2022, the consolidated EBITDA impact corresponds to minor operating lease expenses amounting EUR 66,933 thousand (2021: EUR 60,336 thousand).

c) Amounts recognised in the consolidated statement of cash flows

In the period ended at 31 December 2022, the total amount of cash outflows relating to leases amounted to EUR 66,933 thousand (2021: EUR 60,336 thousand).

d) Leases in which the Group acts as lessee

All amounts recognised in the consolidated statement of financial position relate to leases in which the Group acts as lessee.

The main rights of use assets of the Group include two levies of surface rights of Applus+ Laboratories in Bellaterra and Applus+ IDIADA in L'Albornar (Catalonia, Spain) with maturities 2033 and 2024 respectively.

In 2022 and 2021, the Group has not recognised gains or losses arising from sale and leaseback transactions.

Additionally, new lease contracts were registered as additions amounting to EUR 35 million relate mainly to land assigned to the location, installation and exploitation of statutory vehicle inspection stations belonging to companies acquired during 2022 (see Note 2.b.e) and formalizations and extensions of vehicle's and office's contracts.

Lastly, it should be noted that no renegotiations were held that have led to reductions or forgiveness of rent or other economic incentives resulting in a significant positive effect on the consolidated statement of profit or loss.

27. Obligations acquired and contingencies

a) Guarantees and obligations acquired

The Group has guarantees required by the business activities of the Group companies amounting to EUR 140.6 million (31 December 2021: EUR 114.4 million), as shown in the following detail by segment (in millions of euros):

Guarantees provided Applus+
Energy &
Industry
Applus+
Laboratories
Applus+
Automotive
Applus+
IDIADA
Other Total
31 December 2022 86.8 8.6 31.5 9.2 4.5 140.6
31 December 2021 65.8 8.6 31 4.5 4.5 114.4

There are guarantees included in Applus+ Laboratories, Applus Automotive and Applus+ IDIADA divisions amounting to EUR 18.2 million (31 December 2021: EUR 18.2 million) provided to the Catalonia Autonomous Community Government in connection with the incorporation of the subsidiaries IDIADA Automotive Technology, S.A. and LGAI Technological Center, S.A. and with the management of vehicle roadworthiness testing service.

The guarantees provided by Applus+ Energy & Industry relate mainly to guarantees provided to companies or public-sector agencies as provisional or final guarantees to submit bids or to assume liability for contracts awarded.

The Group also has certain obligations and guarantees under the financing agreement (see Notes 14.a.1 and 14.a.2). These obligations include reporting obligations relating to the Group's financial statements and business plans; the obligation to take certain measures such as guaranteeing accounting closes, refrain from performing certain transactions without the consent of the lender, such as certain mergers, changes of business activity, share redemptions, and the financial obligation to achieve certain financial ratios, among others.

The Parent's Directors do not expect any material liabilities as a result of the transactions described in this Note and in addition to those recognised in the accompanying consolidated statement of financial position.

b) Contingencies

b.1. Auto Catalonia

Current legislation on access to the provision of the vehicle roadworthiness testing activities (ITV) stipulates a quota-bound administrative authorisation system, which was challenged by certain operators on the basis that the Services Directive should be applicable and hence, a free market be set.

In line with the Judgment given by the European Court of Justice (in the Reference for preliminary ruling from the Spanish Supreme Court), which concluded that the Services Directive does not apply to roadworthiness testing activities as those are part of "services in the field of transport" falling within the scope of Title VI of the EU Treaty, the Supreme Court confirmed in its judgments of 21 April and 6 May 2016 that the Catalan ITV regime and the authorisations granted in 2010 to the Group until 2035, were in conformity with applicable law and additionally that restrictions on the maximum market share and minimum distance between roadworthiness testing centres of a single operator were void (as these restrictions to the freedom of establishment were not justified).

By judgment of 25 April 2016, the Supreme Court declared null the call for tender to access the authorisation of new roadworthiness testing centres provided as established under the territorial plan, as it included the restrictions of maximum market share and minimum distance between vehicle roadworthiness testing centres licensed to the same undertaking, which had been declared void.

In addition, in the referred judgment of May 6, 2016, the Supreme Court declared void the "Disposición Adicional Segunda" of the Decree 30/2010 that provided for the right to use the assets and rights owned by the Administration by those operators who had been originally concessionaires, as well as the Order regulating the economic consideration for the use of such assets (in a judgment of 4 May 2016). As a result, in another litigation opened before the High Court of Justice of Catalonia (TSJC), the latter has issued a judgment on 24 April 2017, declaring void the Instruction of the General Director of Energy, Mines and Industrial Safety defining the criteria set to define the economic consideration for the use of said public assets; this decision was finally upheld by the Supreme Court. The Parent's Directors believe that the 2016 judgments of the Supreme Court confirmed the validity of the roadworthiness testing activities' regime in Catalonia - quota authorization- as well as the titles upon which Applus operates in that territory, however the Generalitat de Catalunya (Autonomous Government of Catalonia) shall implement the appropriate measures to comply with the Supreme Court judgments referred to above.

As of November 10th 2020 the Catalan Government approved a preliminary report for a draft bill on the automotive inspection services in Catalonia. On November 17th 2020, the Government approved a law-decree 45/2020 on the transitory and extraordinary authorisation to continue the automotive inspection services, which however was finally repealed by the Catalan Parliament on December 3rd. The process for the approval of a draft bill was started, with a public consultation period open and consultation with operators and stakeholders from 30 November 2020 to 21 February 2021. A few months later, the Catalan Parliament passed a Law 2/2021, of 29 December, of fiscal, financial, administrative and public sector measures (published on DOGC the 31 of December 2021) which incorporates an exceptional and transitory allowance for current authorized auto inspection operators so they continue rendering the service in the same conditions, until the reversion processes end and until a new law is passed by the Parliament, whilst potential new authorizations' requests are suspended. Additionally, the law included a requirement to the Government so that it presented a draft bill in twelve months from the application of the law. Recently, on 17 January 2023, a new public consultation period previous to the elaboration of the law has been opened until 2 March 2023.

b.2. Costa Rica – Contingent Asset

The Group purchased a majority stake in the subsidiary Riteve SYC Sociedad Anónima in Costa Rica. This subsidiary claimed before administrative courts against the entity ARESEP and the Costa Rican State for breach of its obligation to adjust tariffs according to a certain approved methodology. In particular, with regards to the file 16-012267-1027-CA, upon resolution nº 79-I-2020 of June 30 2020, the Court partially accepted Riteve's claim. Upon an appeal filed by Riteve, on 12 May 2022 the Supreme Court of Justice of Costa Rica ordered that the Estate shall cover the readjustment of 2011's tariffs according to the applicable methodology. Upon several instances, the Court's order has become firm and on December 2022 Riteve has filed the execution demand [including a certificate by public accountant that establishes the amount to be paid by the Costa Rican Estate amount to 8.859.691.418 Costa Rican colones as principal amount, to which legal interests shall be added]. The Company estimates that the execution procedure may last between 12 and 24 months, until a final amount is confirmed and payment made, which in any case will be irrevocable and compulsory to the Estate according to applicable laws. In the same way, upon a firm order of 29 November 2022 in the file nº 17-003558-1027-CA, Riteve has filed the execution proceedings in January 2023 with respect to the Court's order on the readjustments of tariffs for the year 2016 for a principal amount of 18.196.124.463 Costa Rican colones and legal interests to be determined.

At the date of the preparation of these consolidated financial statements, the procedure for the enforcement of judgment and the establishment of the final amount, which should be subsequently included in the Costa Rican government's budget, are still ongoing. Consequently, the Parent's Directors have not recognised this amount as an asset, or the liability corresponding to the minority, in the accompanying consolidated financial statements.

b.3. Other contingencies

At 2022 year-end, the Parent's Directors were not aware of any significant claims brought by third parties or of any ongoing legal proceedings against the Group that, in their opinion, could have a material impact on these consolidated financial statements.

28. Transactions and balances with related parties

For the purposes of the information in this section, related parties are considered to be:

  • The significant shareholders of Applus Services, S.A., are understood to be shareholders holding directly or indirectly 3% or more of the shares, and shareholders which, without being significant, have exercised the power to propose the appointment of a member of the Parent's Board of Directors.
  • The Directors and Senior Executive, as well close members of those persons' family. "Director" means a member of the Board of Directors and "Senior Executive" means persons reporting directly to the Board or to the Chief Executive Officer (CEO) of the Group.
  • Associates of the Group.

The transactions between the Parent and its subsidiaries were eliminated on consolidation and are not disclosed in this Note.

The transactions between the Group and its related companies disclosed below, are performed at arm's length and in line with market conditions.

Transactions with related companies

In 2022 and 2021 the Parent and its subsidiaries performed the following transactions with related companies:

Thousands of Euros
2022 2021
Operating revenue Procurements Other expenses Operating revenue Procurements Other expenses
Velosi (B) Sdn Bhd - - - 40 - 2
Total - - - 40 - 2

The transactions with related companies correspond to commercial transactions.

Balances with related companies

a) Receivables from related companies:

Thousands of Euros
Trade receivables from related companies
31/12/2022
31/12/2021
Velosi (B) Sdn Bhd 187 221
Total 187 221

b) Payables to related companies:

Thousands of Euros
Trade and other payables to related companies
31/12/2022 31/12/2021
Velosi (B) Sdn Bhd 1 1
Total 1 1

The transactions and balances between the Applus Group and related parties (Directors and Senior Executives) are detailed in Note 29.

During 2022 and 2021 there have been no transactions and there are no significant amounts outstanding at year end with significant shareholders.

29. Disclosures on the Board of Directors and the Senior Executives

Remuneration and obligations to the Board of Directors

The detail of the remuneration (social benefits included) earned by the Executive Directors and by the different members of the Parent's Board of Directors at 2022 and 2021 year-end is as follows:

a) Annual remuneration:

Thousands of Euros
31/12/2022 31/12/2021
Executive
Directors
Members
of the
Board of
Directors
Total Executive
Directors
Members
of the
Board of
Directors
Total
Fixed remuneration 909 - 909 1,076 - 1,076
Variable remuneration 663 - 663 812 - 812
Other items 105 - 105 65 - 65
Non Executive Chairman and Independent
Directors
- 727 727 - 648 648
Corporate Social Security Committee - 70 70 - 52 52
Appointments & Compensation Committee - 65 65 - 58 58
Audit Committee - 90 90 - 90 90
Total 1,677 952 2,629 1,953 848 2,801

In 2022, Executive Directors include the Chief Executive Officer from the day of termination as member of the Board of Directors on 27 June 2022 and the Chief Financial Officer during 2022, initially as Chief Financial Officer and from 28 June as Chief Executive Officer and sole Executive Director. As a consequence of the aforementioned termination, the Group executed and accelerated vesting of all the pending RSUs and the effective pay-out of the bonus earned in 2022 and payable in 2023. Additionally, a non-compete commitment exists from 1 January 2023 to the next 2 years.

The fixed remuneration of the Executive Directors includes a portion in the form of RSUs amounting to EUR 56 thousand per year at the date on which they were granted, corresponding to the RSUs conferred to the current Executive Director when he was in the position of Group's Chief Financial Officer (CFO). According to the plans in force, in February 2020, 2021 and 2022, 5,317, 6,648 and 7,100 RSUs, respectively, were granted. The RSUs granted in 2020 and 2021 will be convertible to shares three years after the date on which they were granted. The RSUs delivered in 2022 will be convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. In February 2022 the Group effected delivery of 3,288 net shares relating to the plan granted in February 2019.

In 2022, 62.5% of the Executive Directors' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. These RSUs amounted to EUR 191 thousand in the year. At 2022 year-end, three RSU plans were in force, having been granted in February 2020, 2021 and 2022 for 34,645, 17,618 and 39,998 RSUs, respectively. In February 2022 the Group effected delivery of 15,268 net shares.

The plans in force at the end of the year in relation to the RSUs granted in 2020, 2021 and 2022 can be consulted in the Remuneration Report.

"Other items" include the total of benefits that, according to the Remuneration Policy, accounts for 15% of the Fixed Remuneration without fixed RSUs. The table above does not include pension plans, as they are included afterwards.

b) Long-term incentive ("LTI"):

According to remuneration policy in force, the Executive Directors shall annually receive PSUs (performance stock units) that are convertible into shares of the Parent three years after the date on which they are granted and according to the accomplishment of specific objectives. The expense recognised in 2022 in this connection amounted to EUR 447 thousand as a result of the fulfilment of the variables established for them.

At 2022 year-end, three PSU plans were in force, having been granted in 2020, 2021 and 2022 for 46,338, 57,939 and 131,703 PSUs, respectively. The detail of the PSU plans in force can be consulted in the Remuneration Report. In February 2022 the Group effected the delivery of 33,129 net shares related to the plan granted in February 2019.

In 2022, the Executive Directors and the members of the Board of Directors did not earn or receive any termination benefits.

The pension plan benefits earned by the Executive Directors in 2022 amounted to EUR 42 thousand.

At 31 December 2022, no loans or advances had been granted to the members of the Parent's Board of Directors.

Applus Services, S.A. took out a third-party liability insurance policy. The insured persons under this policy are the Directors and Executives of the Group companies the Parent of which is Applus Services, S.A. The Parent's Directors are included among the insured persons of this policy. The premium paid in 2022 for this insurance policy amounted to EUR 171 thousand (2021: EUR 156 thousand).

The Parent's Board of Directors at 31 December 2022 is made up of 5 men and 4 women (6 men and 4 women at 31 December 2021).

Information relating to conflicts of interest on the part of the Parent's Directors

It is hereby stated that the Parent's Directors, their individual representatives and the persons related thereto do not hold any investments in the share capital of companies engaging in identical, similar or complementary activities to those of the Group or hold positions or discharge duties thereat, other than those held or discharged at the Applus Group companies, that could give rise to a conflict of interest as established in Article 229 of the Spanish Companies Act.

Remuneration of and obligations to Senior Executives

In 2021, the executives who formed part of the Group's Executive Committee were considered to be Senior Executives. In 2022, Senior Executives are the ones who report directly to the Group's Chief Executive Officer (CEO).

In relation to remuneration information, the internal auditor is also included, as defined in the current accounting legislation and in the Report of the Special Working Group on the Good Governance of Listed Companies published by the Spanish National Securities Market Commission (CNMV) on 16 May 2006.

The breakdown of the remuneration earned in 2022 and 2021 by the Group's Senior Executives, during the period in which every Senior Executive reported directly to the Group's Chief Executive Officer and the internal auditor in 2022, is as follows:

a) Annual remuneration:

Thousands of Euros
2022 2021
Fixed remuneration 2,328 3,706
Variable remuneration 1,190 1,742
Other items 446 561
Termination benefits 481 1,456
Pension plans 17 85
Total 4,462 7,550

The fixed remuneration of certain Senior Executives includes a portion in RSUs amounting to EUR 215 thousand, in those cases in which the Senior Executive reported to the CEO in the date on which they were granted. From this portion of RSUs, the RSUs conferred in 2020 and 2021 are convertible to shares three years after the date on which they are granted and the RSUs appointed in 2022, 30% are granted in each of the first two years and the remaining 40% are granted in the third year. The plans in force at the end of 2022 relate to shares granted in February 2020, 2021 and 2022 for 13,354, 20,549 and 28,649 RSUs, respectively. In February and March 2022 the Group effected delivery to the Senior Executives that reported to the CEO by that time of 8,115 net shares relating to the plan granted in February 2019.

With regards to the fixed RSUs, are pending on vesting RSUs from Senior Executives who ceased in their position in 2022 and previous years.

64.5% of the Senior Executives' variable remuneration is given in cash, with the rest comprising RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. The RSU plans in force at the end of 2022 relate to the RSUs granted in February 2020, 2021 and 2022 for 35,614, 30,624 and 59,593 RSUs, respectively for the Senior Executives that reported to the CEO at 2022 year-end. In February and March 2022 the Group effected delivery of 27,476 net shares relating to the plans granted in 2019, 2020 and 2021 to the Senior Executives that reported to the CEO. EUR 394 thousand were charged to the consolidated statement of profit or loss for 2022 in this connection.

Various Senior Directors and the internal auditor are not beneficiaries of these fixed RSUs plans nor have the breakdown of variable remuneration for which they receive part in RSUs. Nevertheless, in 2022 they received 14,300 RSUs convertible to shares three years after the date on which they are granted, 30% of which are granted in each of the first two years and the remaining 40% are granted in the third year. Moreover, in March 2022, the Group effected the delivery of 5,467 net shares related to RSUs granted in previous years.

In 2022, EUR 481 thousand of termination benefits were registered (EUR 1,456 thousand in 2021).

b) Multiannual remuneration and long-term incentive in PSUs:

Under the current remuneration policy, certain members of the Group's Senior Executives annually receive PSUs (Performance Stock Units) that are convertible into shares of the Parent three years after the date on which they are granted. The expense recognised in this connection amounted to EUR 332 thousand in 2022 as a result of the achievement of the variables established for them. The PSU plans in force at the end of 2022 relate to the PSUs granted in February 2020, 2021 and 2022 for 23,608, 24,822 and 47,537 PSUs, respectively, to the Senior Executives that reported to the CEO at 2022 year-end. In February 2022 the Group effected the delivery of 24,751 net shares relating to the plan granted in February 2019 due to the achievement of the variables established for them.

With regards to the fixed PSUs, are pending on vesting PSUs from Senior Executives who ceased in their position in 2022 and previous years.

In 2022, certain Senior Executives took part in a long-term incentive plan for which they have been granted PSUs (Performance Stock units) convertibles into shares of the Parent in 2023, 2024 and 2025 and subject to the accomplishment of specific objectives. The expense recognised in this connection amounted to EUR 1,226 thousand as a result of the achievement of the variables established for them. The PSUs plans in force at the end of 2022 corresponds to 590,962 PSUs for all Senior Executives that reported to the CEO at 2022 year-end.

Also, the Group has life insurance obligations to certain Senior Executives; the related expense is included under "Other Items" in the tables above.

The Group's Senior Executives, not counting the internal auditor, comprised 7 men and 4 women at 31 December 2022 (14 men and 4 women at 31 December 2021).

30. Events after the reporting period

On 10 January 2023 Applus Group formalised a purchase agreement to acquire the entire share capital of Ripórtico - Engenharia Lda. for an initial cost of EUR 18,3 million. Ripórtico - Engenharia Lda implements and supervises engineering, architecture and construction projects, including topography, safety and quality control services as well as the direction and coordination in construction sites.

On 14 February 2023, the Group has disposed the company Applus Technologies, Inc. for an amount of 33.5 million euros. The assets and liabilities corresponding to this company are registered under the sections "Noncurrent assets held for sale" and "Liabilities linked to non-current assets held for sale" from the consolidated statement of financial position as at 31 December 2022 (see Note 3 y).

After December 31, 2022 until the date of issue of these consolidated financial statements, no relevant event has occurred, in addition to those already included in these explanatory notes, that must be included or that modifies or affects significantly to these consolidated financial statements as of 31 December 2022.

31. Explanation added for translation to English

These consolidated financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Group (see Note 2.a). Certain accounting practices applied by the Group that conform to that regulatory framework may not conform to other generally accepted accounting principles and rules.

These consolidated financial statements are a translation of the financial statements originally issued in Spanish. In the event of a discrepancy, the Spanish language version prevails.

Applus Services, S.A. and Subsidiaries

Integrated Consolidated Directors' Report of Consolidated Financial Statements for the year ended 2022

CONTENTS
Integrated Consolidated Directors' Report of Consolidated Financial Statements for the year ended 2022
INDEPENDENT LIMITED ASSURANCE REPORT ON THE CONSOLIDATED NON-FINANCIAL
INFORMATION STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2022 1
FINANCIAL AND NON-FINANCIAL REPORT (ESG) 2022 7
AUDITOR'S REPORT ON THE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING
(ICFR) OF THE APPLUS GROUP FOR 2022 1
ANNUAL CORPORATE GOVERNANCE REPORT 4
ANNUAL REMUNERATION REPORT 86
ALTERNATIVE PERFORMANCE METRICS 129
RESEARCH AND DEVELOPMENT ACTIVITIES 130
TREASURY SHARE TRANSACTIONS 130
EVENTS AFTER THE REPORTING PERIOD 130
USE OF FINANCIAL INSTRUMENTS 130

........................................................................................................................................................................

Applus Services, S.A. and Subsidiaries

Independent Limited Assurance Report on the Consolidated Non-Financial Information Statement for the year ended 31 December 2022

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

<-- PDF CHUNK SEPARATOR -->

Deloitte. Deloitte, S.L.

Avda. Diagonal, 654 08034 Barcelona Espana

Tel: +34 932 80 40 40 www.deloitte.es

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

INDEPENDENT LIMITED ASSURANCE REPORT ON THE CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENT OF APPLUS SERVICES, S.A. AND SUBSIDIARIES FOR 2022

To the Shareholders of Applus Services, S.A.,

In accordance with Article 49 of the Spanish Commercial Code, we have performed the verification, with a scope of limited assurance, of the Financial and Non-Financial Information (ESG) Report, which contains the Non-Financial Information Statement ("NFIS") for the year ended 31 December 2022 of Applus Services, S.A. and Subsidiaries ("Applus" or "the Group"), which forms part of the Consolidated Directors' Report of Applus.

The content of the Financial and Non-Financial Information (ESG) Report includes information additional to that required by current Spanish corporate legislation relating to non-financial reporting and by the Global Reporting Initiative Standards ("GRI Standards") that was not the subject matter of our verification. In this regard, our work was confined solely to verifying the information identified in the cross-reference tables: "GRI and Global Compact", "Spanish Act 11/2018" and "European Regulation 2020/852" of the Financial and Non-Financial Information (ESG) Report.

Responsibilities of the Directors

The preparation and content of the Financial and Non-Financial Information (ESG) Report of Applus are the responsibility of the directors of Applus. The Financial and Non-Financial Information (ESG) Report was prepared with reference to GRI Standards. The NFIS included in the Financial and Non-Financial Information (ESG) Report was prepared in accordance with the content specified in current Spanish corporate legislation and following the criteria of the selected Sustainability Reporting Standards of Global Reporting Initiative (GRI Standards), as well as other criteria described as indicated for each matter in the cross-reference tables: "GRI and Global Compact", "Content of Spanish Law 11/2018" and "European Regulation 2020/852" of the Financial and Non-Financial Information (ESG) Report.

This responsibility of the directors also include the design, implementation and maintenance of such internal control as is determined to be necessary to enable the Financial and Non-Financial Information (ESG) Report and the NFIS to be free from material misstatement, whether due to fraud or error.

The directors of Applus are also responsible for defining, implementing, adapting and maintaining the management systems from which the information necessary for the preparation of the Financial and Non-Financial Information (ESG) Report and the NFIS is obtained.

Our Independence and Quality Management

We have complied with the independence and other ethical requirements of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), which is based on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies the international standards on quality in force and, accordingly, maintains a quality system of quality that includes policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Our engagement team consisted of professionals who are experts in reviews of non-financial information and, specifically, in information on economic, social and environmental performance.

Our Responsibility

Our responsibility is to express our conclusions in an independent limited assurance report based on the work performed. We conducted our work in accordance with the requirements established in International Standard on Assurance Engagements (ISAE) 3000 Revised, Assurance Engagements other than Audits or Reviews of Historical Financial Information (ISAE 3000 Revised), currently in force, issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC), and with the guidelines published by the Spanish Institute of Certified Public Accountants on attestation engagements regarding non-financial information statements.

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement and, consequently, the level of assurance obtained is substantially lower.

Our work consisted of making inquiries of management and the various units of Applus that participated in the preparation of the Financial and Non-Financial Information (ESG) Report, which includes the NFIS, reviewing the processes used to compile and validate the information presented in the Financial and Non-Financial Information (ESG) Report, and carrying out the following analytical procedures and sample-based review tests:

• Meetings held with Applus personnel to ascertain the business model, policies and management approaches applied, and the main risks relating to these matters, and to obtain the information required for the external review.

  • Analysis of the scope, relevance and completeness of the contents included in the Financial and Non-Financial Information (ESG) Report for 2022 based on the materiality analysis performed by Applus and described in the "Commitment to the stakeholders and materiality" section of chapter 3 of the Financial and Non-Financial Information (ESG) Report, taking into account the contents required under current Spanish corporate legislation.
  • Analysis of the processes used to compile and validate the data presented in the Financial and Non-Financial Information (ESG) Report for 2022.
  • Review of the information relating to risks and the policies and management approaches applied in relation to the material matters presented in the 2022 NFIS.
  • Verification, by means of sample-based review tests, of the information relating to the contents identified in the "Cross-reference table: Content of Spanish Law 11/2018" of the Financial and Non-Financial Information (ESG) Report for 2022, and the appropriate compilation thereof based on the data furnished by information sources
  • Obtainment of a representation letter from the directors and management.

Frnrahncic of Matte'

Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment establishes the obligation to disclose information on how and to what extent an undertaking's activities are associated with aligned economic activities in relation to the climate change mitigation and climate change adaptation objectives for the first time for 2022, in addition to the information referring to eligible activities required in 2021. As a result, the accompanying NFIS does not include comparative information in relation to alignment. Also, since the information referring to eligible activities in 2021 was not required with the same level of detail as in 2022, the information disclosed in relation to eligibility in the accompanying NFIS is similarly not strictly comparable. In addition, it should be noted that the directors of Applus included information on the criteria which, in their opinion, best enables them to comply with the aforementioned obligations and which are defined in the "European Taxonomy" section of chapter 9 of the Financial and Non-Financial Information (ESG) Report. Our conclusion is not modified in respect of this matter.

Based on the procedures performed in our verification and the evidence obtained, nothing has come to our attention that causes us to believe that

  • a) The non-financial information identified in the cross-reference table "GRI and Global Compact" of Applus for the year ended 31 December 2022 was not prepared, in all material respects, with reference to GRI Standards.
  • b) the NFIS of Applus for the year ended 31 December 2022 was not prepared, in all material respects, in accordance with the content specified in current Spanish corporate legislation and following the criteria of the selected GRI Standards, as well as other criteria described as indicated for each matter in the cross-reference tables: "GRI and Global Compact", "Spanish Act 11/2018" and "European Regulation 2020/852" of the Financial and Non-Financial Information (ESG) Report.

Use and Distribution

This report has been prepared in response to the requirement established in corporate legislation in force in Spain and, therefore, it might not be appropriate for other purposes or jurisdictions.

DELOITTE, S.L.

Ana Torrens Borras

23 February 2023

Applus Services, S.A. and Subsidiaries

Financial and Non-Financial Report (ESG) 2022

01. ABOUT APPLUS+ 10
Global presence 11
Our divisions and industries where we operate 12
02. LETTER FROM THE CHAIRMAN AND THE CEO 13
03. OUR COMPANY 17
Highlights 17
Business model and value creation 18
Sustainability approach 20
Strategic plan 2022-2024 25
Sustainability ambitions 29
Acquisitions and diversification 30
Stakeholder engagement and materiality 31
Supply chain management 37
04. VALUE FOR THE CLIENT 39
Overview and approach 39
Innovation and digitalisation 39
Relationship with clients 49
Sustainability services 50
Strategic alliances 55
05. GOVERNANCE 58
Corporate governance 58
Ethics and Compliance 65
Data protection and cybersecurity 70
Risk management 73
06. VALUE TO PEOPLE 76
Perspective and approach: culture and management 76
Human Rights 77
Our professionals' engagement 77
Diversity, equality and inclusion 81
Attracting Talent 83
Training and Development 86
Wellbeing Programmes 88
Occupational health and safety 89
07. THE ENVIRONMENT 96
Approach to Environmental Management 96
Commitments and targets 98
Climate change 99
Water 110
Waste 110
08.
VALUE TO COMMUNITY 113
Social action 113
Contribution to development 115
Community health and wellbeing 117
09.
FINANCIAL INFORMATION 120
European taxonomy 120
Management Report 127
10.
ANNEX 147
About the report 147
Description of material topics 148
Financial contribution 149
Data related to Human Resources 152
Shareholder information 181
Environmental indicators. Methodology and Results 184
Reference tables 193

01. ABOUT APPLUS+

GRI 2-6

Applus+1 is a worldwide leader in the testing, inspection and certification (TIC) sector. We are a trusted partner, enhancing the quality and safety of our clients' assets and infrastructures while safeguarding their operations and improving their environmental performance. Our innovative approach, technical capabilities and highly skilled and motivated workforce of over 25,000 employees assure operational excellence across multiple sectors in over 65 countries.

We are accredited by the main control bodies in the countries where we operate, certifying our performance and independence. Our business strategy is aligned with major global trends in energy transition, electrification, and connectivity. Driven by our passion for progress and technological development, we are moving together with our clients towards a more sustainable future by deploying our motto Together beyond standards.

Number of employees at December 31st 2022 26,414
Total revenue (M€) at December 31st 2022 2,049.9
Countries across all continents at December 31st 2022 68

Accredited by major international organisations

1 Sometimes Applus+ will be mentioned, as "the company".

Global presence

Our divisions and industries where we operate

We are present in the main industrial sectors through our four divisions.

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02. LETTER FROM THE CHAIRMAN AND THE CEO

GRI 2-22

"We continue to pursue the Group's strategic plan for 2022-2024 to deliver on our financial and environmental, sustainability and governance objectives, giving us the capability to adapt to today's challenges and those in the future." Christopher Cole. Chairman of the Board of Directors.

Welcome to the Applus+ Group's Financial and Non-Financial Information Report for 2022.

Christopher Cole, Chairman, and Joan Amigó, Chief Executive Officer, discuss the Group's ESG strategy delivery in 2022 and how our trajectory for sustainability is fundamental to the unlocking value from the company's TIC services.

How will the appointment of a new CEO change the Group's strategy?

Christopher Cole:

In November 2021, the Board ratified and published the Group's Strategic Plan 2022-2024 to address the challenges in the global economy impacting our markets. The Strategic Plan is grounded on the three pillars supporting the company's growth: Leadership, Innovation and Technology and a Trusted Partner.

Today, the fundamentals in the TIC sector and our markets remain unchanged. We continue our focus to unlock value by evolving our service portfolio, aligning growth with key megatrends, enhancing shareholder returns and focusing on ESG.

Let me introduce our new CEO, Joan Amigó, who has stepped up from his fifteen years as CFO at the Applus+ Group, to outline his vision for delivering the targets set for the company's strategic commitments.

Joan Amigó:

Thank you, Chris. The Strategic Plan 2022-2024 remains at the centre of our work. The key megatrends - energy transition, electrification and connectivity – offer considerable opportunities across our businesses, where we'll evolve our portfolio to end-markets targeted for higher growth and to mitigate business risk.

For ESG, I'm delighted how the Group continues to deliver on our commitments to be part of a greener and fairer world. The Group's leadership team has a strong vision for Applus+ to assist our clients, industries and communities to mitigate the risks of energy transition and climate change. And we continue to support our diverse professionals to join Applus+ and reach their full potential, whatever their backgrounds.

In 2022, we also furthered our long-held commitment to ESG by linking our management teams' remuneration to reaching strengthening targets.

How does Applus+ assess the current global economy and the impact on the company?

Christopher Cole:

In the shadow of the global pandemic, 2022's dramatic changes in global energy prices, the knock-on effect of higher inflation and the increased urgency around climate change, have set more challenges for the Group's leadership and management.

We are fortunate in that our business is about helping companies to adapt, inspecting assets and products to ensure they comply with regulations, be it for safety or for environmental or for a host of other requirements, and this makes us a naturally resilient business to global economic changes.

Joan Amigó:

Yes, Applus+ is a naturally resilient business. Nevertheless, it is led by a focus on ensuring we are constantly changing and moving towards a portfolio of businesses that are of higher value and have long term growth. For this we invest in the growth markets of the future and we make highly targeted acquisitions for portfolio and market fit. This is supported from the strong cash generation and strong commitments for external funding. Obviously, our professionals are critical to this success, so we have invested in our professionals' skills, talent and wellbeing.

The Applus+ Group is focused on repositioning our global businesses in line with the megatrends impacting our divisions' markets. This included the acquisition of 15 companies since 2020 bringing in a total cumulative revenue of €255 million or 12% of our current total Group revenue, across the Energy & Industry, Automotive and Laboratories Divisions.

What is the role of Applus+ in today's society?

Christopher Cole:

As a global TIC company, the welfare, safety and protection of people, equipment and natural resources are at the heart of what Applus+ and our professionals do. This is backed by our commitment to the UN's SDGs and the Global Compact, reflected in the Group's policy for ESG.

Although the direct environmental imprint from the services we deploy is low, we continue to focus on more sustainable delivery setting ambitious goals to reduce GHG emissions across our global operations.

Joan Amigó:

Applus+ has a very important role to contribute to the communities where we operate. I would like to highlight innovation and digitalisation within the Group as a major driving force.

Mobility is a key focus for Applus+, and we continue to develop key elements of advanced air mobility in multiple scenarios such as remote inspections solutions with drones including highaccuracy DROPS (Dropped Object Prevention Scheme) in Brazil, or topographic surveying as in the GPS-RTK (GPS real-time kinematic positioning) and GNSS (relative positioning technique). And for the megatrend of electrification in mobility, we are leading collaborators on projects like GEMSTONE for hydrogen fuel cells or MARBEL to produce more sustainable, high-performance modular battery packs.

We have also started to measure the revenue we generate from providing services that have a positive impact on society. We have been doing this for environment since 2019 and combining these two categories, I am pleased to say that more than half of our Group revenue has a positive impact on either the environment or society. We now call these our revenue from Sustainability Services. In 2021 this was 49% of our Group revenue and in 2022 it was 51%, being an absolute growth rate of this revenue by 18% year on year.

What examples can you give of these Sustainability Services?

Joan Amigó:

It is quite a broad range. Under the umbrella of environment which is 22% of our Group revenue, we include exhaust emission inspection from vehicles, to ensure that they do not exceed legally permitted levels. Without this regulation and the services companies like ours provide, air pollution would be much higher. We inspect the plans and then construction and operation of wind and solar plants. We are working on doing the same in the nascent green hydrogen industry. We also support manufacturers design new energy efficient means of transport such as electric and hybrid vehicles, lightweight aerospace materials, and railway infrastructure. And where we have a positive impact on society that we measure is 29% of our total Group revenue we can include the inspection for the roadworthiness of the vehicles themselves to make sure the lights, brakes, tyres and many other safety points are all working. This reduces the incidence of accidents due to faulty cars. And we test and certify a whole range of products, assets and systems for compliance to regulatory standards to ensure that safety does not fall below certain thresholds.

What value does the company place on the professionals who work there?

Joan Amigó:

The professionals at Applus+ are the driving force behind the Group's success. They are the face of our business and the source of knowledge behind our innovative services.

We recognise the massive contributions they have made over the past three, challenging years, and we listen to our employees' opinions and concerns. For example, in 2022, we launched pulse surveys in seven countries to improve their work environment, and set up the Applus Voice initiative to build closer relationships in our UK operations. In other countries and divisions, we started initiatives like 'Getting back together with renewed energy', and we provided 'meeting spaces' activities.

To promote a culture which puts the wellbeing and safety of our people first, we run initiatives like the Annual Safety Day, now in its 9th year, what led us to achieve a reduction of the accident rate by 27% in 2022.

Christopher Cole:

We also have specific initiatives and memberships based on our Global Anti-Discrimination Policy to strengthen our commitment to diversity, inclusion and equality, including European Diversity Charter and UN Women initiative.

In 2022 we increased the female worker percentage to 21% in the industries where we operate and those that have historically been male-dominated. We have a good rate of cultural diversity with 87% of our employees being local and we also promote the inclusion of vulnerable groups into the workforce.

We celebrate international days, almost annually, that give visibility to vulnerable groups, minorities and highlight the cultural contribution and the reality of indigenous and ethnic groups.

How is the company involved in the fight against climate change?

Christopher Cole:

The Applus + Group is firmly committed to contributing to the mitigation of climate change. We have transferred this commitment by defining ambitious GHG emission reduction goals, aimed at effectively reducing our carbon footprint, and defining action plans for their fulfilment.

During 2022, we actively expanded our accounting and reporting of emissions to establish more adequate measures to reach our overall goals and also during 2022 we joined the United Nations Framework Convention on Climate Change "Race to Zero" campaign to eliminate carbon emissions by 2050 and thereby aligning with the 1.5 degrees centigrade trajectory limit of global warming above pre-industrial levels. In order to achieve this ambitious target by 2050, we have near term targets for 2030 that have been validated by the Science Based Targets initiative. I think this shows that we are serious about our commitments here.

Joan Amigó:

Applus+ approaches the challenge of energy transition through innovation, assisting companies to evolve towards more efficient, sustainable models and solutions for renewable energy.

The company's focus on innovation is based on strengthening our knowledge and technology, and working closely with our suppliers, partners and clients with whom we have reached agreements for large-scale projects. To this end, we have an extensive research, development and innovation portfolio in various technological lines and in digitalisation.

Applus+ joined Klima Energy Transition Tech Fund through the Applus+ Venture initiative with the aim to participate in a network which opens partnership opportunities with innovative companies with technologies to support the energy transition and decarbonisation.

How do external agencies rate Applus+?

Christopher Cole:

We are very pleased with the ratings we have received in the ESG rankings. The ratings are a useful benchmark to see how we are doing compared to other companies both in our sector and out and in Spain, Europe and globally.

We are among 2022 Europe's Climate Leaders according to 'The Financial Times'. This achievement sits alongside strong recognitions like from S&P Global, Sustainalytics, MSCI ESG Ratings, CDP, Gaïa and being included in the FTSE4Good IBEX. Standard Ethics has placed Applus+ first in the list of 20 listed mid-cap Spanish companies in the SE Mid Spanish Index, and most recently, we have been included in the Ibex Gender Equality Index.

Joan Amigó:

We are proud to have received this rating from Standard Ethics. It properly reflects the effort we are making in ensuring high levels of good Governance, as well as striving to be a force for good in society, especially for our people, our communities, the environment and our customers, whom we support in their sustainability efforts.

Just as important for us has been Standard & Poor's Global rating, ranking Applus+ as one of the best companies in the world for ESG in their S&P Global Corporate Sustainability Assessment.

How do you see Applus+ in the coming years?

Joan Amigó:

In my new position as CEO, I look forward to the future and will work to ensure that Applus+ continues to lead change in the TIC sector and in the wider society, providing answers to the demands of stakeholders, driving innovation in response to current and future challenges, generating shareholder confidence and providing value to customers, employees, investors and society.

But for now, my focus is on delivering the plan we set out just over a year ago, as that is the pathway to achieve success for all these stakeholders.

03. OUR COMPANY

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For the first time, in 2022 Applus+ assessed the impact of its business model on society and the environment, which is not reflected in our financial statements.4

The dynamizing effect on society and the economy, associated with the distribution of wealth to suppliers, employees and public administrations, as well as the indirect and induced effect, generate a positive impact of €1,799 million5 and 37,751 workplaces, which 47% of them is direct employment.

When analysing the value added to society, we observe that this is equivalent to 1.52 times the value of the organization's income (within the scope of the project), and 53.35 times the retained economic value (net profit).

4 The methodology of impact assessment is included in the section Stakeholder engagement and materiality. 5

These countries comprise 58% of total revenues and 67% of the workforce.

Sustainability approach

GRI 2-23

BUSINESS CONTEXT

In 2022, the TIC sector recorded a significant boost in activities for several reasons: the introduction of new technologies and the need to ensure these comply with applicable quality and safety regulations, increased outsourcing and regulation, and the growing importance of sustainability.

In 2021, the Applus+ Group devised the strategy for the coming years, focused on harnessing new opportunities from the three megatrends which influence our sector most heavily worldwide:

  • Energy Transition
  • Electrification
  • Connectivity

The Applus+ Group is approaching these challenges by tailoring our business strategy and allocating the necessary human and material resources to bringservices in line with global needs. We are aware of our human and business potential for contributing to the transition demanded by society.

FINANCIAL MANAGEMENT

GRI 207-1 GRI 207-2

At Applus+, sustainability means ensuring the company's continued economic performance. To this aim, the Group's proactive financial management sets out to provide resilience for our company and optimise benefits for all our stakeholders.

The Group's deployment of responsibilities ensures the effective management of the company.

The Board of Directors, the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the divisional Vice-Presidents are responsible for managing the Applus+ Group's financial performance.

The Executive Committee holds regular meetings to analyse the Divisions' information and financial results and the level of compliance with the Group's Strategic Plan.

We are committed to keeping all our stakeholders well informed, both of our financial results and all significant events.

The Applus+ Group prepares our consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS-EU), and in accordance with Regulation EC 1606/2002 of the European Parliament and the European Council. The Group has an IFRS Manual and a unique reporting package, with homogenous charts of accounts, to ensure that all accounting principles, standards and their valuation criteria are applied homogeneously and uniformly in all of our companies.

Furthermore, we have designed and developed an Internal Control over Financial Reporting System (ICFR) to ensure the quality and reliability of the information published. The Board of Directors is ultimately responsible for the existence and maintenance of the ICFR, through the Audit Committee.

The model implemented by the Applus+ Group is fully described in Section F of the Annual Corporate Governance Report. In this regard, we voluntarily ask the external auditor to check the correct implementation of the ICFR, and these audits have verified its compliance since the company was listed on the stock exchange in 2014.

We are aware of the positive impact of our tax policy at the local level. We are therefore committed to improving control mechanisms and applying best practices in tax governance to ensure responsible compliance with the tax laws in force in all the countries where we operate.

In October 2022, Julián José de Unamuno was appointed Chief Financial Officer, filling the vacancy left on the appointment of Joan Amigó as Chief Executive Officer of the Group. The appointment was effective on January 1, 2023.

"I am delighted that Julian has accepted the position. His experience will help me and the Board to continue executing our business strategy of adding value to the Applus+ Group. I am confident he will lead the financial department providing a new vision to strengthen and increase the profitability of the business." Joan Amigó, Chief Executive Officer.

(ESG) ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE (ESG) APPROACH GRI 2-23 GRI 2-24

At Applus+, we believe that our corporate responsibility goes beyond the financial performance of our services. We strive to make a significant positive impact on the environment and in the local communities where we operate.

The ESG Policy, built on our core principles, is implemented in all of the Group's regions and divisions and allows us to better manage non-financial risks within a framework of double materiality.

We deploy this Policy throughguidelines related to each of the five pillars underpinning it, aligned with the Sustainable Development Goals (SDG) and the United Nations' Global Compact.

We hold various international days throughout the year to make our commitment visible and raise awareness of issues we consider key in line with our sustainability policy and lines of action.

OUR PEOPLE

  • We promote appropriate working conditions based on effective occupational health and safety programs, principles of non-discrimination, and human and workforce rights.
  • We strive for a fair and competitive environment within the framework of our Human Rights Policy, which provides opportunities for professional development and growth while retaining and attracting talented professionals.
  • We promote diversity among our employees based on the Global Anti-Discrimination Policy and the Diversity and Equality Policy.
  • We train our professionals to develop their competencies and acquire new skills.
  • We work to increase their level of satisfaction and commitment.

CORPORATE GOVERNANCE AND BUSINESS ETHICS

  • We are governed by corporate rules, policies and processes that define our corporate governance model.
  • We ensure compliance with our corporate governance model through our Board of Directors, ESG Committee and Chief Compliance Officer.
  • We ensure the dissemination of our Code of Ethics and promote compliance through our divisions, partners and suppliers.
  • We manage internal risks with policies in areas such as anti-corruption and others to prevent malpractice and monitor them through our Internal Audit department.

STAKEHOLDER ENGAGEMENT

  • We strive to provide our stakeholders with the best results by operating ethically and responsibly.
  • We foster close communication with our customers to enable us to understand and anticipate their needs and meet their expectations.
  • We develop transparency in the Group's investor relations strategy, managing investors' expectations and providing a two-way dialogue on their concerns.
  • We foster partnerships that create synergies to expand our financial and non-financial performance. We convey our principles to our supply chain.
  • We engage with local communities in all the countries where we serve, supporting local development and helping to improve opportunities.
  • We work to improve communication channels to provide fast and effective responses to all our stakeholders.

INNOVATION We foster innovation by building ESG principles into the expertise of our professionals

  • and the services we develop.
  • We create a working environment that fosters innovation, incorporating digitalisation as an inherent part of any new development, and we provide the necessary resources.
  • We integrate innovation programmes in our different business units, stimulating and organising initiatives to promote innovative thinking among our employees.

SUSTAINABLE PERFORMANCE

  • We are involved in the preservation of our environment, and the Group is firmly committed to the actions mitigating climate change.
  • We apply policies and procedures to manage our operations based on the prevention of potential environmental impacts.
  • We establish objectives and strategies in line with our environmental commitment for the coming years.
  • We define comprehensive controls to ensure compliance with the environmental laws that apply to the Group in all countries where we operate.
  • We develop innovative services that help reduce the potential environmental impacts of our customers around the world.

ESG ALLIANCES

GRI 2-28

We recognise that, through partnerships and participation in various initiatives, we can further our ESG commitment.

INSTITUTION
PROGRAMME
PURPOSE Applus+
PARTICIPATION
International
Motor
Vehicle
Inspection Committee
Promotes programs and policies to make vehicles
safer and cleaner.
Partner
American Society of Quality Promotes best practices and leadership to improve
the success of organisations.
Partner
United Nations' Global Compact Seeks to align organisations' strategies with ten
universal principles concerning human rights,
labour, the environment, and anti-corruption.
Signatory
FORÉTICA Leading ESG association that certifies the ESG
systems of businesses and professionals in Spain
and Latin America.
Partner
ADCOR Foundation Non-profit
organisation
that
supports
equal
employment
opportunities
for
people
with
disabilities in A Coruña, Spain.
Sponsor
Inclusive Business Network This Government of Andorra initiative helps
people with disabilities to join the job market.
Member since 2021
Prodis
Foundation,
Down's
Syndrome,
Aura,
Fademga,
Asindown, Aspanri, Matamoros
Corporation
of
Colombia
and
ONCE
Foundations and associations that promote talent
initiatives for persons with disabilities.
Partner
Portalento and Incorpora Employment platforms that help persons with
disabilities abilities to find work in companies.
Partner
"Sin Límites" (Without Limits)
Programme
This initiative helps people with intellectual
disabilities to find jobs.
Partner
European Commission Diversity
Charter
European
Charter
of
Principles
signed
by
organisations to showcase their commitment to
diversity and inclusion in the workplace.
Member (renewal until
2024)
"More
Women,
Better
Businesses"
A Spanish Ministry of the Presidency initiative to
encourage equal participation of women and men
in decision-making in business and the economy.
Participant
in
the
"Promociona"
programme and in the
Talentia360
Women
Directives Master's
Women's
Empowerment
Principles defined by the United
Nations
This
UN
initiative
aims
to
promote
equal
opportunities, integration, and non-discrimination
within an organisation.
Observant
INSTITUTION
PROGRAMME
PURPOSE Applus+
PARTICIPATION
Broad-Based
Black
Economic
Empowerment
South African Government initiative to redress the
legacy of social and economic exclusion from the
days of racial segregation.
Level IV in BBBE-E
certification
Buffalo
Niagara
Partnership
Diversity & Inclusion Council in
the USA
Committed to creating awareness about the
competitive advantage of having a diverse and
inclusive regional business through meetings with
other employers and experts.
Participant
Northeastern Alberta Aboriginal
Business Association (NAABA)
Association to promote Aboriginal recruitment in
Canada.
Member
Canadian Council for Aboriginal
Business
Association to promote Aboriginal recruitment in
Canada.
Member

"With the aim of fostering our commitment to equality, cultural diversity, social inclusion and human rights, at Applus+, we have renewed our commitment to the European Commission's Diversity Charter. By signing this charter, we ratify our commitment to our employees, clients, suppliers, administrations, and other social agents." Carolina de Velasco, Internal Communication, Talent & Culture Leader

Strategic plan 2022-2024

GRI 2-23

Our strategy is established within the framework of responsible and sustainable business management that contributes to create value to society.

The strategy is built upon three pillars:

1. 2. 3.
Lidership Innovation & Technology Trusted Partner
We look for a leadership position in
our key end markets, as this is
critical in our industry. It provides
investment capacity, regional or
global coverage that attracts the
best
talent
and
supports
the
reputation and trust that we enjoy.
We provide mission critical services
to our clients who have a desire to
work with only the most reliable
companies.
We must be able to offer the best
technical solutions, always, to our
clients looking for ways to improve
accuracy and information, reduce
down-time and costs and improve
the safety of the testing process.
This pillar supports our leadership
position.
In the business of providing quality
and technical assurance and reducing
risk in operations of our clients, they
must trust us. Integrity is therefore
central to our business, supporting the
ability to constantly provide a good
service and value. These aspects of
service confidence have helped the
Group to build and maintain long-term
relationships with our customers.

These three pillars combined with market leading Environmental, Social and Governance (ESG) practices and aligning our services to some sustainability megatrends will ensure our long-term relevance to our customers driving good financial performance and sustainable value creation

OUR THREE-YEAR STRATEGY PLAN 2022-2024

A new three-year plan including financial targets was communicated to the market on the 30th November 2021. This relates to actions to take and targets to meet over the three-year period including 2022, 2023 and 2024.

The purpose behind the plan is "Unlocking Value" for the benefit of our shareholders and other stakeholders. Good progress was made in 2022, the first year of the Plan, and the Company is on track to meet all the original targets set out.

The key tenets to the Plan are:

The plan targets superior shareholder return generation through the winning formula of the three strategic pillars whilst evolving the portfolio of businesses towards higher growth end markets to mitigate business risks through both active portfolio management and accelerating growth in structurally attractive segments aligning to the global megatrends of Energy Transition, Electrification and Connectivity. The long-term testing, inspection and certification drivers of increasing regulations, increasing complexity of products and increasing levels of outsourcing from industry to specialised providers like Applus+ support the growth in these markets. And by linking the focus on ESG to management remuneration ensures the full commitment by all to the benefit of the business and all stakeholders. Shareholder returns will be enhanced through these actions and including annual dividend distributions and share buybacks.

The Energy Transition global megatrend is driving many parts of Applus+ portfolio of businesses from growth in testing and inspection required in the Renewables and Infrastructure sectors to testing and inspection of green vehicles. Electrification and Connectivity are also powerful global drivers of all things electrical from personal transportation and batteries to the cybersecurity risks that ensue from this. All four divisions of the Applus+ Group have significant portions of their businesses aligned to these megatrends and marketing, resources and investment is being directed to those areas that are most likely to benefit.

The active portfolio management includes a target spend of €300 to €400 million for acquisitions of companies over the plan period of 2022 to 2024 whilst also making some divestments. This will result in a more balanced and valuable business.

FINANCIAL TARGETS

The three-year financial targets that result from the strategic plan are as follows:

FINANCIAL
TARGETS
Revenue growth 2021-24 CAGR above 10%*
· Mid to high single digit organic
M&A
Adjusted operating profit margin to improve to 12% **
Adjusted EPS CAGR 21-24 above 13% pre buyback
Average cash conversion rate above 70%
ROCE 2024: >12%

CAPITAL ALLOCATION POLICY

The capital allocation objective is to optimise returns to shareholders by maintaining strong cash flow generation and following a value-additive capital allocation strategy that includes:

PROGRESS IN 2022

The Group made good progress in 2022, the first year of the Plan and is on track to meet the targets in 2024. The following table shows the key financial targets, the results achieved in 2022 and how the Group is progressing to date.

METRIC TARGET 2024 FY 2022 PROGRESS
TO DATE
Higher Revenue
Growth
Organic Revenue Growth Mid to high 8.0%
Significant Margin
Improvement
AOP Margin1,2 12% 10.1%
Strong cash-flow
generation
Average cash
conversion rate
>70% 73%
Accretive
Investments for
the company
ROCE >12% 10.5%
up 30 bps
Enhance
Shareholders'
value
EPS Growth (CAGR)1 >13% 24.3%

Of the five listed financial targets, only the Adjusted Operating Profit (AOP) Margin has not progressed in 2022 as originally expected. This is due to the unexpected ending in July of 2022 of the large Auto division contract in Costa Rica, in addition to some other unexpected costs that arose in the year. Nevertheless, despite this set back, the Group is still confident of meeting the margin target by 2024.

The New Capital Allocation Policy that was designed to optimise returns to shareholders by maintaining strong cash flow generation and following a value-additive capital allocation strategy has been successfully complied with. The Company has in fact gone further, by announcing a second 5% share buyback programme following the completion of the first programme in the first half of 2022, whilst managing to reduce leverage from 2.7x in 2021 to 2.6x of net debt to EBITDA as a result of the strong growth in profit and cash flow. The company has continued to invest in both organic assets, spending €66 million in the year, plus a further €66 million on external acquisitions. And finally, the dividend being proposed to shareholders will be 16 cents per share, this being at the rate of 20% of adjusted net profit based on the share count at the end of the year.

"We are fully committed to deliver on our Strategic Plan to unlock value, continuing to increase the return on capital and enhance returns to shareholders". Joan Amigó. CEO

ESG TARGETS

The Group also set out Sustainability Ambitions with specific targets relating to this to be achieved by 2024. Progress in this respect has also been good with all the targets on track to be achieved.

Sustainability ambitions

GRI 3-3

The results in 2022 endorse our ESG performance, successfully meeting the most of ambitions defined for 2024.

VISION 2024 TARGETS 2022
PERFORMANCE*
ENVIRONMENT Contribute to
the
environment
by
improvements
in
our
operations and assisting
30% reduction in Scope 1 and
2 emissions relative to 2019
results.
Completed
our clients, and mitigate
the negative impact of
climate change on the
Be carbon neutral in Scope 1
and 2 by 2023
In progress
Group's businesses. Plan to be net zero by 2050
according to SBTi
In progress
SOCIAL Attract diverse, engaged
and talented people and
empower
our
professionals
to
reach
their full potential in a
>
40%
of
management
positions
and
positions
in
Group Corporate Services filled
by women
Completed
safe and fulfilling work
environment.
10% reduction in Lost Time
Injury Frequency
Completed
GOVERNANCE Respect our principles of
good
governance
and
operate
ethically
and
responsibly,
with
the
>
90%
compliance
with
applicable
CNMV
recommendations
Completed
highest integrity that our
stakeholders expect and
deserve.
>
98%
of
professionals
completing the course and
signing the
Code of Ethics
commitment
Completed

* For further improvement /In progress/Completed

ACKNOWLEDGEMENTS MSCI ESG Index (AA) Gaïa (70/100) – Top quintile of its
CDP (B) – Above average and category
in
the
"Management"
Standard Ethics – "Sustainable"
category with a rate of EE+, described as
Sustainalytics – 15.6 Low risk "very strong"
FTSE4Good IBEX – Inclusion S&P Global CSA (54/100 Top 19%)
SE
Mid
Spanish
Index –
Inclusion

Acquisitions and diversification

Applus+ has strengthened its portfolio through acquisitions in 2022 to offer a wider range of technology-intensive services, thereby providing a better response to market demand.

Lightship Security ALPE Metrología Industrial
Lightship
is
an
accredited
cybersecurity
laboratory
which
specialises
in
certifying
ALPE
Metrología
Industrial
(Industrial
Metrology) is a calibration laboratory that
connected products for many of the world's stands
out
for
its
specialism
in
leading product manufacturers. characterisation tests for clean rooms, laminar
flow cabinets, biological safety cabinets and
extraction cabinets.
Location:: North America Location: Spain
Division: Laboratories Division: Laboratories
Date of Acquisition: February 2022 Date of Acquisition: April 2022
IDV Madrid K2 Engineering
IDV
operates
three
technical
vehicle
K2
is
a
consultancy
firm
with
a
high
inspection stations in the Community of technological component that advises its
Madrid, where it performs statutory vehicle clients on environmental management, air
inspections and taximeter testing. and water quality, waste, noise, meteorology
and flora and fauna conservation
Location: Spain Location:
Colombia,
Peru,
Ecuador
y
Guatemala
Division: Automotive Division: Energy & Industry
Date of Acquisition: April 2022 Date of Acquisition: July 2022
jtsec
jtsec
is
a
fast-growing
cybersecurity
certification company with an innovative
approach to IT product certification and
assessment of connected products to meet
the increasing demand for products and
systems
requiring
cybersecurity
services
driven by the Internet of Things (IoT).
Location: Spain
Division: Laboratories
Date of Acquisition: July 2022

Stakeholder engagement and materiality

GRI 2-29 GRI 3-2 GRI 3-3 GRI 203-2 GRI 207-2

BREAKDOWN OF OUR STAKEHOLDERS' RELATIONSHIP

Applus+ regards actively listening to our stakeholders as a key factor when defining and deploying our entrepreneurial strategy.

We maintain communication channels to ensure a constant dialogue that allows us to know exactly what our clients need and expect, and report back with openness, so stakeholders can view the results of our endeavors promptly.

Three levels of relationship have been defined, scaled from lesser to greater importance for Applus+. Our clients, employees and investors stand as our top priorities at the centre of our communication strategy.

MATERIALITY ANALYSIS

In 2022, we identified relevant material topics through: analytical and contextual comparison with competitors in the TIC sector, the evolution of this sector, and the results of the company's risk assessment.

The Materiality Matrix encapsulates for the first time the significance of the material topics for our stakeholders, against the impact of such issues on the company's annually-updated risk assessment.

As in previous years, through surveys to company executives (divisional and corporate functions) and regional managers of all geographical regions, each topic is appraised according to its importance, considering them from the perspective of Applus+, as well as that of the main stakeholders.

The results of this new process are shown below:

Due to the methodology change already explained, some of the topics that were significant in 2021 are no longer in this category, such as Compliance and reputation, Stakeholders' engagement, Innovation & digital transformation, Service quality and relationships with customer, and Competitiveness; and some topics are now included in this category as significant, such as Risks management, Corporate Governance, Privacy and data security, Talent Management, Diversity, inclusion and equality and Sustainable services.

Even if the selection of material topics has changed, the information provided in this report regarding the list of topics is similar.

DIALOGUE WITH OUR STAKEHOLDERS

We have identified the main issues of concern, selecting the five topics obtaining the highest relevance per stakeholder. To provide a greater response with regard to these topics, specific communications channels are provided.

Employees Investors
Topics of concern


Service quality and relationships
with customer

Compliance and reputation

Privacy and data security

Innovation
and
digital
transformation

Health and Safety

Topics of concern

Corporate Governance

Compliance and reputation

Service quality and relationships
with customer

Privacy and data security

Sustainable services

Topics of concern

Economic performance

Stakeholder's engagement

Service quality and relationships
with customer

Competitiveness

Risk management
Communications channels

Client satisfaction survey

Project meetings

Open
days
and
periodic
meetings

Conferences and forums

Client complaints

Applus+ Ethics and Compliance
Communication Channel

Financial
and
Non-Financial
Information Report

Associations and other forums
Communications channels

Employee satisfaction survey

Applus+ Ethics and Compliance
Communication Channel

Local HR teams

Trade union organisations

Financial
and
Non-Financial
Information Report
Communications channels

Vice-President
in
Investor
Relations

Annual General Meeting (AGM)

Informative annual roadshow for
institutional investors and voting
advisors

Applus+ web page and email
Government
and
regulatory bodies
Financial markets Society




Topics of concern
Compliance and reputation
Stakeholder's engagement
Privacy and data security
Local impact and socio-economic
contribution
Corporate Governance
Topics of concern

Economic performance

Stakeholder's engagement

Risk management

Sustainable business model and
strategy

Corporate Governance
Topics of concern

Sustainable business model and
strategy

Energy transition and climate
change

Respect for human rights

Service quality and relationships
with customer

Health and Safety
Communications channels Communications channels Communications channels


Official channels indicated by the
authorities
Official reports
Applus+ web page and email

Stock markets

Market and economic indices

Vice-President
in
Investor
Relations

Financial
and
Non-Financial
Information Report

Applus+ web page and email

Applus+ social networking sites
Financial
and
Non-Financial
Information Report
Financial
and
Non-Financial

Information Report

Applus+ web page and email

Associations and other forums

Applus+ Ethics and Compliance
Communication Channel
Suppliers Partners Competitors
Topics of concern

Economic performance

Service quality and relationships
with customer

Competitiveness

Local impact and socio-economic
contribution

Risk management
Topics of concern

Sustainable business model and
strategy

Economic performance

Sustainable
supply
chain
management

Local
impact
and
socio
economic contribution
Topics of concern

Brand

Sustainable business model and
strategy

Talent management

Energy transition and climate
change

Respect for human rights

Compliance and reputation
Communications channels

Trade fairs and exhibitions

Applus+ Ethics and Compliance
Communication Channel

Specific channel for suppliers

Suppliers' Portal

Applus+ web page and email
Communications channels

Trade fairs and exhibitions

Applus+ Ethics and Compliance
Communication Channel

Project meetings

Associations and other forums

Applus+ web page and email

Applus+ social networking sites
Communications channels

Trade fairs and exhibitions

Applus+ web page and email

Benchmarking
and
market
studies

Associations and other forums

IMPACT ASSESSMENT

GRI 203-2

In 2022, we produced a new analysis relating to the Group's material issues and the strategies we deploy. These are aimed at identifying, assessing, measuring in economic terms and sizing the direct, indirect and induced socio-economic and environmental impact, both positive and negative, that our activities generate in the most representative countries where we operate, and complements the impact reflected in the Group's financial statements.

By measuring how we generate value to society, we can better guide the management of our activities. Knowledge of the negative impacts we generate allows the Group to anticipate and develop action plans to mitigate the effects of any impact; conversely, knowledge of the positive impacts allows the Group to devote greater efforts to boosting them.

We have based our calculation on the nine most significant countries6 in terms of total revenue (turnover). These are Spain, Ireland, The Netherlands, Australia, Germany, Saudi Arabia, Chile, Colombia and Brazil, comprising 58% of total revenues consolidated for Applus+ in 2022, and 67% of the workforce7.

For this first analysis, we have applied our own methodology grounded on the calculation of externalities that influence the value of our organisation. For the main externality, the socioeconomic impact, we have used Leontief's economic model (or Input-Output model).

Here is a graphic summary of the financial and non-financial balance, and the added value (or real impact) Applus+8 generates for society; in addition, 37,751 workplaces were created, which 47% of them is direct employment.

6 Including all legal entities of Applus+ in these countries.

7 By December 31st 2022.

8 For the previously defined scope.

SOCIO-ECONOMIC IMPACT

We have used the Leontief economic model (or Input-Output model) to measure the contribution made by Applus+ to GDP and employment. This model allows us to interrelate the inputs of our activity to the different sectors in the economy (inputs) with the impact on other activities (outputs).

OUTPUTS
WORK
PROCESS
>>>
Induced
>>> impact impact impact
>>> Jobs
generated
Direct IMPACT GENERATED
Indirect
GDP
contribution

SOCIAL IMPACT

The following externalities have been identified - and measured in economic value - as having a significant impact on the environment.

Type of externality Benefit (+) or Cost (-) Details
Based on the Input
Output model
GDP contribution
+ Payment to local suppliers, employee wages and salaries
and taxes generate direct income.
Based on the Input
Output model
Jobs generated
+ Job creation has a direct impact on a country's wealth
and society's purchasing and consumer power.
Water consumption - The Group's consumption is related to the environmental
and social cost associated with the extraction of water in
ecosystems where it is scarce.
Carbon
Footprint
(Scope 1 and 2)
- Our operations' emissions have a cost to society
associated with the effects of climate change.
Accident rate - Accidents related to work involve health costs.
R&D investment + Investment in innovation and development has a positive
social impact because it improves productivity and
fosters social progress.
Reduction
in
health
costs
+ The generation of jobs reduces mental healthcare costs.

The economic value of the externalities can be measured using several and different transformation factors to economic value (proxys). These proxys allow us to transform the impact value as an economic value, in such a way that:

Externality value= impact indicator x Proxy

For certain externalities, intermediate calculations have been necessary in order to ensure the consistency and reliability of the information. For example, for the calculation of the cost for emissions emitted by waste management, the emissions generated were first calculated, and, after their calculation, the emissions were transformed into economic value using the social cost of carbon.

After transforming each one of the externalities into economic value, the value generated to the society for each one of the countries analysed has been added to the economic sphere.

Finally, the real value generated for society and the environment has been calculated including corporate profits. For this purpose, specific estimates and calculation sources have been applied.

Supply chain management

GRI 2-6 GRI 204-1 GRI 308-1 GRI 414-1

At Applus+, we are aware that, with a total supplier cost exceeding 600 million euros per year, the global impact of our purchasing decisions is significant. By introducing sustainability criteria, we can drive behavioural changes throughout the supply chain.

Our procurement processes aim to extend to our suppliers our environmental, social and ethical principles, and to maximise efficiency and resilience in an ever-changing context.

1. 2. 3. 4. 5.
POLICIES NEGOTIATION COMMUNICATION DIGITALISATION NEW
STRATEGIES
Definition of
our supplier
oriented
policies,
aligned
with
the
initial
evaluation
and
monitoring of
providers.
Negotiating with our
suppliers guarantees
maximum
process
efficiency and cost
reduction, and the
motivation to work
together in a more
sustainable way.
Optimisation
of
our
supplier
communication
mechanisms to continue
developing
new
capabilities.
Rolling out technology
that assists in reducing
lead times and adds
efficiency
to
our
procurement process.
New
purchasing
strategies
to
adapt
to
the
current economic
situation.

The Applus+ Group's initial procurement process ensures that all suppliers accept our environmental, social responsibility and ethical practices in business conduct. Before suppliers can work with Applus+, all the Group's suppliers undergo an objective evaluation process that includes compliance with international standards for human rights, labour, environment, business ethics and anti-corruption.

Once approved, suppliers must comply with our Code of Ethics, Anti-Corruption, Quality, Environment and Health and Safety.

This initial qualification is valid for three years, during which we monitor and request additional data for any new requirements. After three years, we initiate the re-qualification process.

Our Corporate Procurement Department, in collaboration with the Accounts payable team, is responsible for the Procure-to-Pay (P2P) process, which enables optimal planning, implementation, evaluation and control of strategic and operational procurement decisions on a global level, while ensuring compliance with purchasing procedures and segregation of duties.

We have IT tools that provide us with the necessary indicators to monitor all these processes and guarantee compliance.

HIGHLIGHTS IN 2022

The energy crisis has generated major challenges that we have addressed by developing new procurement strategies to cushion its effects.

Due to the unprecedented escalation in global electricity and gas prices, driven by the conflict in Ukraine, Applus+ has faced an increase in the cost of energy and a number of raw materials.

In addition, during the first half of the year, we suffered the consequences of the global supply chain crisis and electronic chip shortage, which caused delays in the delivery of some products that had a slight impact on our operations.

Despite the economic situation, Applus+ has managed to keep expenditure below its competitors thanks to negotiations with our main suppliers and by anticipating risk.

Another strategy for risk mitigation, reinforced in 2022 in the face of an exponential growth in global cyber-attacks, was to evaluate suppliers deploying the information security criteria defined in 2021.

We consistently pursue our goal of driving ahead the Group's digitalisation initiatives. We seek to make our procurement processes simpler and more efficient by uploading any number of documents generated during the process, such as offers, contracts and invoices. Our suppliermanagement model based on Ariba is now used by 46% of the countries where we operate.

Applus+ continues to be firmly committed to making our supply chain more sustainable by building sustainability criteria into our purchasing practices.

The management of our vehicle fleet is usually based on rental/leasing periods of less than three years, which facilitates the incorporation of more efficient greener models. In 2022, 102 eco-friendly vehicles9 were added to our fleet.

"Applus works with local suppliers as part of its commitment to contributing to the socio-economic development of the countries where we operate and reducing the carbon footprint linked to the transport of goods and services." Montse Empez, Chief Purchasing Officer

KPI 2021 2022
Total expenditure with suppliers (M€) 569 649
% of products and services purchased locally 96% 94%
Total number of worldwide suppliers 44,113 43,868
% of new strategic suppliers approved using
environmental and social criteria
100% 100%
Relevant incidents related with supplier management 0 0

Data related to countries with SAP, which covers the 63% of the Group revenues. Relevant incidents are those that have an impact on the Group's operations.

9 This figure covers the following countries: Germany, Australia, Belgium, Brazil, Canada, Chile, Colombia, United Arab Emirates, Spain, United States, France, Guatemala, Italy, Ireland, Mexico, Netherlands, Peru, Portugal, United Kingdom, Czech Republic and Turkey.

04. VALUE FOR THE CLIENT

Overview and approach

At Applus+, we place the talent of our professionals and cutting-edge technologies at our clients' disposal to tackle global challenges with confidence in the current context of uncertainty and transformation.

Our services enable our clients to make their businesses more productive and efficient, supporting them to move towards sustainability and protecting their people, assets and infrastructures.

Technology-based innovation drives our business development, always in collaboration with customers, partners and suppliers to maximise synergies and achieve the best results.

Our business strategy is based on customer satisfaction and continuous improvement, which is underpinned by a management system governed by international standards within the framework of our global Quality, Prevention and Environment Policy.

Over 80% of our company's operations are covered by certification under ISO 9001 requirements and comply with other accreditation standards with ISO aligned system requirements, such as ISO/IEC 17020 and ISO/IEC 17025 (calculated as the percentage of revenue generated by legal entities certified by a third party). Our third-party acknowledgments endorse our efforts and achievements, demonstrating our competence in the TIC sector.

Rigour, impartiality, confidentiality, integrity, and truthfulness in all our activities, together with strict compliance with our Code of Ethics, are the principles underlying how we deliver our services.

We are committed to mitigating and minimising cybersecurity-related risks in an increasingly digitalised world. We deploy specific, continuous improvement plans for cybersecurity to safeguard our clients' data, which is a differential element in an environment in which cyberattacks are growing exponentially.

As is customary, the Applus+ Group celebrated World Quality Day in 2022 to highlight our commitment. With this year's slogan "Recognised for the quality of our services", we commemorated the commitment and responsibility to quality of the Group through some of the awards received.

Innovation and digitalisation

At Applus+, we help companies respond to the challenges presented in the fields of new mobility, energy transition, electrification and connectivity. Our innovation efforts aim to meet these challenges as well as to deploy digital technologies in all business processes.

The company's focus on innovation as a strategy is based on strengthening our knowledge and technology, and working closely with our suppliers, partners and clients with whom we have reached agreements for large-scale projects.

  • Many of our projects promote autonomous terrestrial mobility by studying connected and autonomous vehicle technology, operability and connectivity, as well as autonomous aerial mobility, developing comprehensive services based on the use of drones and their compliance as a product.
  • We are working to offer the market ground-breaking solutions for renewable energy, aimed at improving its efficiency and facilitating its deployment.
  • We are a trusted technology partner in the electrification of the automotive sector in particular, providing wide-ranging experience and knowledge when developing solutions to make electro-mobility a reality.
  • We have consolidated the application of artificial intelligence in several business areas, deployed digital communication with clients, and launched a new line of business based on our digital solutions, as well as our first pilot projects through the Corporate Venturing programme.

RESULTS IN 2022

Our strategy is based on sustained investment in innovation and technology to offer our clients the best technical solutions. To this end, we have an extensive research, development and innovation portfolio in various technological lines and in digitalisation, with 214 projects, on which 1,064 people are dedicating 426,867 hours.

In addition to ongoing projects, Applus+ has an intellectual property portfolio holding 151 patents in force and 34 active patent families10. In 2022 we increased the number of patents by 10 from 4 different families.

We collaborate with private and public external bodies in 99 agreements, and we share our knowledge in technical forums. This year we completed 63 oral contributions to technical events, 23 technical publications, and 87 training sessions.

NUMBER OF INNOVATION PROJECTS PER YEAR AND PER DIVISION

10 Collection of patent applications covering a single invention.

CONNECTED AND AUTONOMOUS MOBILITY

Connected and autonomous mobility remains one of our main lines of research. We continue to advance our capabilities to support our clients in developing this type of vehicle.

In 2022, we have expanded our technological capabilities by building new connected and autonomous vehicle (CAV) validation tracks to complement our existing ones. These facilities represent a comprehensive set of realistic scenarios that replicate urban, intercity and on-road environments, with the advantage of allowing a seamless transition between driving scenarios when performing complex CAV and ADAS (Advanced Driver Assistance Systems) testing and validation programmes.

The tracks are also complemented by a private 2G, 3G, 4G and 5G mobile network, creating a unique facility for tests under controlled conditions, which are capable of replicating global network configuration and conditions to develop and validate connected vehicle solutions. The opening of this new set of test tracks has made Applus+ one of Europe's largest facilities for testing this type of vehicle.

"This mobile network is part of the plan to upgrade our facilities to meet the new development requirements of the automotive industry and all those companies that need to develop and validate applications and connectivity systems in a controlled environment," commented Abel Carbonell, Head of Electronics at Applus+ IDIADA.

Regarding the safety of vehicles incorporating advanced technologies, Applus+ in the United States has been selected by the US National Highway Traffic Safety Administration (NHTSA) to conduct NCAP ADAS tests.

Applus+ is coordinating the European H2020 SAFE-UP project, which brings together efforts from different vehicle development areas (ADAS and Electronics, Passive Safety and Body Development) to ensure people's safety inside and outside vehicles in the new context for mobility.

CASE STUDY: SUaaVE EUROPEAN PROJECT

The goal of the EU-funded SUaaVE (SUpporting acceptance of automated VEhicle) collaborative project is to improve public acceptance, trust and comfort of autonomous vehicles.

The introduction of autonomous vehicles is set to disrupt the industry and the market. The transformation of drivers into passengers requires new systems, designs and features, both from a technical and user perspective.

SUaaVE project solves the gap between technological advances and public acceptance, through the inclusion of the user in the design and prototyping process. Applus+ has created use-cases to study how users will utilize and interact with the system, laying the groundwork for the acceptance of autonomous vehicles.

This experience can be used in future projects to reduce the barriers to incorporating connected, autonomous and adaptive vehicles into the market.

NEW AERIAL MOBILITY AND AEROSPACE DEVELOPMENT

Autonomous air mobility has made significant strides recently, both in terms of technology and in its uses and applications. These require new regulations and certifications, and open up a range of possibilities for the use of those aircrafts in our services.

Applus+ has been developing remote inspection solutions, such as inspections with drones or Unmanned Aerial Systems (UAS), key elements of Advanced Air Mobility11 (AAM), in multiple scenarios. In addition to providing safer working conditions, remote inspections are an efficient way of obtaining large amounts of data, even on large infrastructures, which makes it easier for our clients to take real-time decisions.

One of its applications is reality capture or the Digital Twin technique, which relies on our expertise in 3D solutions such as scanning, point-cloud processing, CAD modelling and its conversion into 3D digital models.

"Reality capture, or Digital Twin, is used for capturing and recreating a real-world asset in a digital environment, and using it for functions such as inspection, condition monitoring and assessment, engineering or consultancy. This allows the work to be completed remotely, says Daniel Lewis, Applus+ Digitisation Manager in Australia.

11 A newly emerging industry that aims to develop and operate new air vehicles potentially capable of safe, reliable, and low-noise vertical flight.

Other examples of aerial drone inspection applications include high-accuracy DROPS (Dropped Object Prevention Scheme) inspection, carried out in Brazil. Also, the GPS-RTK (GPS real-time kinematic positioning) and GNSS (relative positioning technique) topographic surveying, which allows for greater precision than traditional methods.

To test and certify drones with the quality and safety guarantees required by manufacturers and users, Applus+ offers its expertise in cybersecurity, wireless, electronics, mechanics, etc. We participate in R&D projects such as the COLIBRI project, funded by the Centre for Technological Development and Innovation (CDTI), to define a regulatory framework for indoor drones with industrial applications.

We have reinforced our positioning within the aerospace cluster, with the validation of the Ariane 6 rocket's mid-tank structures. This is developed by the European Space Agency (ESA) programme, and our experts tested the strength, stiffness and reliability of the intermediate tank structure at our Dresden facilities.

We continue furthering aviation sustainability. The decarbonisation of the aerospace sector requires more research and improvements in the automated manufacturing processes to obtain to more complex and lighter aircraft structures. Applus+ is developing solutions in projects such as the CDTI-funded OPTIMUS project, in collaboration with Airbus, which continues to develop A+ Glide Forming technology.

CASE STUDY: DRONE CERTIFICATION

In 2022, Applus+ became the first European Group to achieve full accreditation under European regulations to certify all types of drones and accessories.

In addition, in 2022 year Applus+ signed an agreement for the validation and certification of UAV drones in Europe with Aeroports de Catalunya (Catalonian Airports) and the Advanced Centre for Aerospace Technologies (CATEC). This agreement means we now have airport facilities with real test environments at our disposal to add to our previous agreement for performing flight tests with the ATLAS Experimental Flight Centre.

The use of UAV drones is growing exponentially and the new European regulation for their usage will be mandatory in January 2024. Applus+ has all the necessary technologies to offer a complete testing and certification service for these high-tech devices, and to collaborate in the development of Advanced Air Mobility11 (AAM) solutions.

ELECTRIFICATION

Together with key players in the sector, Applus+ participates in innovation projects to promote the transition to electric mobility, develop new systems and further the social acceptance of electric vehicles. We are involved in several European collaborative R&D projects funded by the Horizon 2020 programme, and work to advance new technological improvements for electric vehicles (EVs), providing our expertise to contribute to the development of new systems.

COBRA (CObalt-free Batteries for FutuRe Automotive Applications) is a collaborative research and innovation project to develop a novel Cobalt-free Lithium-ion battery technology for the next generation of high-performance, cost-effective and environmentally sustainable batteries to supply electro-mobility.

Taking a different approach, the MARBEL consortium also aims to produce more sustainable, efficient electric batteries by developing new compact, lightweight and high-performance modular battery packs to accelerate mass-market adoption of ultra high-performing batteries.

Another key aspect of EV deployment is social acceptance. As part of the European eCharge4Drivers project, we are working to enhance the user experience of EVs at electricvehicle charging stations by offering improved services such as smart charging solutions.

We have strengthened our global EV component-testing capabilities to support our clients in developing electric mobility, which enhances the functionality, quality and safety of their devices.

We have upgraded our UK automotive testing centre with a new EV battery testing laboratory. This now features specialist test benches for climate, vibration and shock tests at full battery-pack level, with ad-hoc security measures. There are no other systems in the UK that can test battery packs as large of this size, and there are only a few in the whole of Europe.

CASE STUDY: ELECTRIC MOBILITY IN CHINA

Applus+ plays a key role in electric vehicle (EV) component testing in China, which is one of the world's powerhouses in the field of the electrical mobility. Applus+ has strengthened its collaboration with manufacturers of these types of components through continued investment in new facilities and capabilities.

We have pioneered electromagnetic compatibility (EMC) testing in China, which is a key factor in ensuring electric mobility performance and safety. With the addition in 2022 of three new chambers, our Laboratory in China now has a total of 10 EMC chambers, including a reverberation chamber for high-frequency testing and a specialised chamber for electric batteries. These facilities are used to validate key components of new electric vehicles, such as electronic motor control, converters and integrated battery chargers.

We have also opened a new specialized cable and connector testing laboratory, which performs environmental, ageing, mechanical, electrical, and protection tests.

Thanks to the Applus+ Group's commitment to quality and excellence, we are now a benchmark for automotive manufacturers in China and around the world.

ENERGY TRANSITION

Applus+ approaches the challenge of energy transition through innovation, assisting companies to evolve towards new technologies and diversified and sustainable sources of energy.

We participate in discussion forums and play an important role in technological research, inspection and monitoring of renewal energy infrastructures (biomass, biofuel, onshore and offshore wind energy, photovoltaic energy, and green hydrogen).

For wind energy, we provide the industry with expert knowledge and solutions in the nondestructive testing (NDT) inspection of large construction projects. These include inspections at several wind farms in the UK and Ireland.

We have provided inspection services during the construction of alternative energy infrastructures, such as the building of a biofuel plant in the Netherlands, and we have been assigned a project for NDT testing for a major biomass plant in Lakeside, UK.

We have participated in major green-hydrogen projects across Europe, providing, among other services, advanced NDT services for the new construction of two hydrogen pipelines in the Netherlands.

To encourage the adoption of hydrogen technology applied to the automotive sector, Applus+ participated in the positioning paper "Green Hydrogen in Automotive Road Transport", published by EARPA's Foresight Group Energy Powertrains and Electrification (EPE).

We are also working to address the potential of fuel cells in the automotive sector. Our in-house internal GEMSTONE project is developing a Hydrogen (H2) refuelling simulator, that ensures processing safety and vehicle-infrastructure interoperability. The new Horizon Europe Transport project ZEFES will develop simulation platforms for Battery Electric Vehicles (BEV) and Fuel Cell Electric Vehicles (FCEV).

Applus+ together with the GdS Optronlab Group has developed a device using near-infrared sensitive cameras and special acquisition procedures, which permits daytime electroluminescence measurements on photovoltaic modules in solar radiation environments (EL images are normally taken at night in the absence of light), with no need to disassemble the panel.

The device is a breakthrough in the field and may greatly increase test efficiency in the long term.

The prototype incorporates software, with a wide range of image capture and processing procedures, which makes it possible to obtain images under different conditions (night-time and daytime) by automated processes. The system enables simultaneous polarisation of entire strings of modules, thereby reducing the number of connections and disconnections, which increases the module inspection rate while decreasing accidental error probability.

The good test results of the prototype significantly improve night-time technical-operational conditions.

The project has been developed within the framework of a funded R&D project by the Centre for the Development of Industrial Technology (CDTI).

ARTIFICIAL INTELLIGENCE

The implementation of Artificial Intelligence (AI) is already a reality at Applus+. We combine technology and expertise to use the potential of AI to solve operational problems and offer our clients more advanced services.

AI is transforming our inspection processes by optimising and automating the analysis and interpretation of non-destructive testing data and images. We highlight the automated assessment of residual pipeline wall thicknesses from digital X-ray images or the AI-based Quality Assistant system that provides technical support to inspectors.

"We want to support our inspectors through the use of Artificial Intelligence and expect that by using AI, specially adapted for us, the evaluation of image data will achieve an even higher quality and thus security in the result," affirms Dr Michael Neiser, Director of Applus+ in Germany.

In automotive testing and engineering, we are working on machine learning-based solutions in a number of use-cases: characterization of vehicle comfort level to adapt the autonomous driving styles, automated brake noise detection, automated validation of crash-test signals or the objectification of subjective evaluations.

We are taking part in the ARTICO (Artificial Intelligence and Correlations) project, funded by the German state of Bavaria, which is developing an AI-based methodology to test the correlation between digital twins and their real counterparts.

AI has been built into different areas of statutory vehicle inspection, both in terms of client experience and operations, for example, in client relations during bookings or in number plate recognition. The new chatbot12 feature added to the Online Booking Portal for vehicle inspections is designed to provide new, advanced functionalities based on Microsoft's Cognitive Services tool, adapted for mass-use. Since its launch in May 2022, the chatbot feature has enabled our teams to manage more than 30,000 appointments.

E-DELIVERY AND E-COMMERCE PORTALS

Communication and information exchange through web portals is key to offer an improved experience to our customer. Portals allow us to provide our clients with a value-added service as well as more complete and better quality information.

Applus+ has developed a range of high-performance web portals to communicate and share content with clients and provide ground-breaking services for different sectors. As a result, we have improved the service experience and increased client loyalty and acquisition.

Our statutory vehicle inspection has been at the forefront of developing web portals to provide these services. The eReformas portal, launched at the end of 2022, is a web application allowing clients to manage their vehicle modifications and technical data sheets online and centralised, and uses AI to extract information from documents. This e-delivery tool is designed to reduce the number of trips to the vehicle inspection stations and provides an online management system for all non-periodic inspection services.

12 A computer program designed to simulate conversation with human users, especially over the internet.

We have also developed a Private Portal for clients' vehicle inspections, which will allow them to view all their vehicles, examine official documentation and access the inspection history, as well as an extended report of the latest inspection.

We have also launched GMA+ (Global Market Access), a new platform for the international certification of electrical and electronic products. This tool for project management and regulatory information is intended for manufacturers who market these products in various international markets or worldwide. GMA+ contains an extensive library of more than 520 schemes, including voluntary brands commonly used in electronic equipment, such as WiFi Alliance, Bluetooth SIG, Amazon Alexa, Apple CarPlay, etc.

APPLUS+ VENTURES

The Applus+ Ventures initiative is our corporate venturing programme, and aims to complement the Group's innovation, sustainability and corporate growth strategy through collaboration with the entrepreneurial ecosystems.

During 2022, as part of the programme, multidisciplinary teams from several business units gained access to technologies and solutions from innovative start-ups through pilot projects, with a view to incorporating them into R&D and business development projects, the service portfolio or internal operational processes.

Applus+ Ventures, together with our business units, regularly identify the specific areas of action which will require greater levels of innovation, digitalisation and business development. In this first edition of pilot tests, we have focused on the inspection of renewable energy assets and distribution networks, hydrogen vehicles and the application of Artificial Intelligence in back-office processes.

Applus+ Ventures has ties with networks of investors, corporations and other innovative agents in entrepreneurship ecosystems. In 2022, we became strategic investors and partners in an investors network in the field of energy transition, Klima Energy Transition Tech Fund, a venture capital fund driven by Alantra and Enagás.

Klima identifies and invests in start-ups that contribute to energy transition, in line with the European REPowerEU strategy and the United Nations' Sustainable Development Goals. This transaction will speed up the development of business opportunities for Applus+ with start-ups linked to smart grids, energy storage, green hydrogen, circular economy, digitalisation, energy efficiency and sustainable transport.

Relationship with clients

GRI 2-24

Applus+ regards actively listening to our clients' opinions as a key activity. Constant dialogue allows us to know exactly what our clients need and expect, in order to develop and improve our services.

We give preference to direct, personal contact at frequent meetings, both in the design and planning phase of our services. Other communication channels enable us to contact and gather the information we need to provide better services. These sources of information range from open days, road shows or conferences to other more formal channels, such as emails, social networks and the Group's website.

We have local channels for handling complaints, which we regard as an opportunity to improve. Our teams analyse all complaints and respond to the client, which leads us to take action to resolve their causes when necessary. In 2022 we received a total of 574 complaints, 498 of which were closed during the year, while the remainder are in the process of being analysed and resolved.

The recognition Applus+ receives from our clients is a testament to our performance. In 2022 Applus+ received a variety of recognitions, with highlights as follows:

In Spain, we obtained one of the first awards of an initiative led by a Technology Circle for the creation of a connected vehicle hub offering specialised engineering services in the automotive sector, with the capacity to shape a more sustainable, fair and resilient economy and society.

  • The article "Regulatory framework for automated driving: challenges and approaches", presented at the ITS World Congress, won the Best Technical Paper - EMEA Region award. This paper reviews the state of the automated driving regulatory framework to understand the new regulations, current challenges and different approaches to be considered by international regulatory bodies.
  • In Canada, several clients have commended us for providing best-in-class NDT services through proven approaches, tools and resources, including a range of conventional and advanced technologies and digital solutions.
  • In Colombia, the National Association of Industrialists (ANDI) awarded us special recognition for being ranked fifth in the Santander department's Business Innovation 2022 list. ANDI's objective is to spotlight Colombian companies' efforts and achievements in the national and international market.

In 2022, we have implemented the calculation of the Net Promoter Score, a measure of customer loyalty, to all our divisions. The score based on more than 223,500 surveys received was 53, indicating an Excellent result.13

Sustainability services

Many of our services contribute to reducing the environmental and social impact of our clients' activities, while also controlling environmental and safety risks for their assets, products and services.

In previous years, we identified services that helped reduce the environmental impacts of our clients. This year, we wanted to expand this concept to include services that have a positive social impact. With this new scope, 51% of our turnover is generated through sustainability services of which 22% contribute to the environment and 29% to the social area.

13 This result covers the 48,53% of the company

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Here are some examples of sustainable services we have carried out in 2022.

Inspection of photovoltaic (PV) modules with a mobile laboratory in Mexico

The Mobile PV Lab's on-site testing capabilities, designed and patented by Applus+, deliver optimal results comparable to those of stationary laboratories, minimising shipping risks and improving time efficiency. The mobile PV Labs are available in three units, with one in Mexico, one in Chile, and the other in Europe.

Applus+ also has an ISO/IEC 17025 accredited laboratory, which guarantees technical competence of the services and measurement traceability.

The Mobile PV Lab carries out Maximum Power Determination (or flash) tests at Standard Test Conditions (STC). It also performs Electroluminescence (EL) tests to evaluate the performance of solar photovoltaic modules and detect internal defects. EL tests ensure that PV modules are in optimal technical conditions, guaranteeing the maximum profitability of the asset.

These tests allow for a comprehensive monitoring of the PV modules' quality conditions and are performed during the commissioning and operational stages of a project. They are performed, for instance, in the post-installation phase, after the module's initial exposure, to monitor its annual degradation, after extreme wind, hail, or storm events, and to identify causes of underperformance.

Study of the energy consumption in the Spanish industry

Applus+ will carry out services related to the study and monitoring of energy consumption over the next two years. These will be done for statistical purposes, based on diagnoses, surveys and measurements of energy consumption in industrial facilities.

The services provided under this contract will include the design of a solid methodology to combine the procedures, indicators and requirements necessary for the adaptation and improvement of the current information acquisition and processing system.

The Institute for Diversification and Energy Saving (IDAE) is responsible for the study's execution, on the terms indicated by the Secretary of State for Energy of the Ministry for the Ecological Transition and the Demographic Challenge (MITERD) and in accordance with the guidelines indicated by EUROSTAT.

A team of professionals from the department of Energy Efficiency Services at Applus+ will be responsible for delivering the following tasks:

  • Exploration and analysis of available administrative data
  • Design and implementation of telematic surveys
  • On-site measurements of energy consumption at industrial facilities
  • Ad hoc sectoral studies of energy-economic characterization
  • Development of a web platform for benchmarking the results obtained
  • Processing of information and exploitation of results
  • Generation of reports for the corresponding results

Environmental services to conserve flora and fauna at a photovoltaic park in Colombia

The team at Applus+ has been responsible for the removal, rescue, relocation and maintenance of wildlife species during the construction phase of a photovoltaic park. The park will have more than 400,000 interconnected solar panels and will generate an installed capacity of 150 MWDC (nominal photovoltaic power), capable of supplying the needs of approximately 370,000 people each year.

During nine months of operation, Applus+ has successfully rescued and relocated 97.5% of the wildlife. In addition, our professionals have facilitated 24 training courses covering the management of endangered species, in which over 260 employees have benefitted.

In addition, Applus+ is developing activities for the protection of bromeliads and epiphytes, flowering glass-like plants, during periods when their commercialisation is prohibited. To date, these environmental-protection activities have relocated 551 bromeliads and 239 epiphytes to ensure the conservation of flora during construction, safeguarding the threatened species in the surrounding ecosystem.

CASE STUDY: SUSTAINABLE VEHICULAR TRANSPORT

Applus+ contributes to shaping the roadmap for achieving sustainability in vehicular transportation in Europe through the reduction of emissions.

The steps are compiled in the paper "Clarification on 'ZERO' emissions", published by Energy Powertrains and Electrification (EPE), the foresight group of the EARPA association, comprising automotive R&D organisations.

The document aims to give a comprehensive overview of the main aspects involved in the fulfilment of the European sustainable transportation milestone, and attempts to clarify the meaning of zero emissions in different contexts.

In doing so, the paper analyses the current starting point from energy-production assessment in the context of well-to-wheel analyses, and provides an assessment on an array of key aspects such as: zero-emissions approach for different vehicle types; the impact and implications of pollutants – both regulated and non-regulated, primary and secondary – and greenhouse gas (GHG) emissions; the emission control and On-Board Monitoring (OBM) to comply with stricter future regulations.

The KPIs for the evaluation and research needs are described by stating the main expected impacts which can be directly quantified for emissions in alignment with the Green Vehicle Index (GVI) project, coordinated by Applus+ IDIADA, which focuses on clean air, energy efficiency and GHG indices.

The paper also indicates areas of improvement of basic components in the development of powertrains with "near zero" impact in the medium- and long-term, and for urban environments in particular, based on Well-to-Wheel (WtW) emissions, and on thorough Life Cycle Assessment (LCA).

The paper also considers an overview of management optimisation for energy and power; mass and volume impact; charging strategies; electromagnetic compatibility for electrified powertrains; and the future of internal combustion engines and cybersecurity.

Finally, regulation aspects, such as extended testing conditions and further pollutant considerations, are analysed and compared from a worldwide perspective, taking into account the acceptance and participation of the general public in order to mitigate any aversion to change.

"Our investments in facilities to test batteries and fuel cells will allow our clients to develop sustainable vehicles and to achieve the overall emissions reduction target for the transport system in the years to come". Marco Mammetti. Head of Powertrain R&D at IDIADA Division.

Strategic alliances

GRI 102-13

Applus+ participates in the standardisation and normalisation committees of the main associations in different sectors and also work closely with the different actors in the value chain, joining forces to implement the results of innovation.

Some of the most relevant alliances are:

AUTOMOTIVE

ASSOCIATION POSITION 2022 HIGHLIGHTS
Applus+ is a member of the Permanent
Bureau. Our representatives take part in
regional advisory groups. Applus+ chairs
"R&D Vehicle Compliance" Topic Area,
and we participate in working group
meetings
related
to
ADAS,
micro
mobility,
emissions,
NOx,
Roadworthiness
Package,
electric
vehicles, and Type Approval.
Applus+
participated
in
the
International
Conference
held
in
Brussels,
chairing
the
"R&D Vehicle Conformity"
meeting and presenting a
paper on "The future of
vehicle conformity".
The partnership with Orange and Ericsson has enabled
Applus+ to develop an electric vehicle hub. Our advanced
test lab has a private mobile network supported by Orange's
5G network connectivity and by the "end-to-end" services
deployed by Ericsson, that leverages the advanced capabilities
of the new 5G mobile standard for testing Connected and
Automated
Vehicles
(CAV)
in
a
controlled
and
safe
environment.
We participate in European platforms that foster collaboration
across the different parties to contribute to the acceptance and
deployment of technologies for automated mobility, such as
CCAM; and others to speed up the transition in Europe for a
climate-neutral and clean road transport system, such as
2ZERO (Towards Zero Emission Road Transport).

AIR MOBILITY

AEROSPACE INDUSTRY

Applus+ has signed an agreement with GKN Westland, Inc. to provide state-of-the-art automated NDT equipment, which supports quality assurance during aircraft engine production. The programmes are for the GE9X, the largest and most powerful commercial aircraft engine ever built. This agreement, which reinforces a long-standing partnership, makes us their exclusive supplier of NDT technology and lays the groundwork for continued cooperation. "This is great news for both companies as we solidify our partnership through joint investment in future aircraft engine programmes," says Charles Bushman, Arcadia Aerospace CEO.

AAM (ADVANCED AIR MOBILITY)

Applus+, Catalunya Airports and CATEC (Centre for Advanced Aerospace Technologies) have signed an agreement that will allow Lleida-Alguaire Airport to carry out drone flight tests on the facilities of Lleida-Alguaire airport. This cooperation leverages both the capabilities for testing and certification at Applus+ and the other two entities' facilities, with the aim of consolidating a technological certification, development, testing and demonstration platform for the AAM sector.

INFORMATION SECURITY

ASSOCIATION POSITION 2022 HIGHLIGHTS
Applus+ is a member of this
global organisation unifying
the mobile ecosystem to
develop
and
deliver
innovation foundational to
positive
business
environments and societal
change.
Applus+ is a recognised laboratory by
GSMA
to
carry
out
the
security
assessment of embedded SIMs, the new
SIM
solution
used
by
both
next
generation mobile phones and machine
to-machine devices that connect to a 5G
network.
In
addition,
Applus+
has
participated in several working groups
related to the definition of the security
requirements
of
the
different
components that form part of a 5G
network.

STANDARDISATION

ASSOCIATION POSITION 2022 HIGHLIGHTS
Applus+
participates
in
several ISO standardisation
and
normalisation
committees, contributing to
the technical development
of industrial standards.
We
participate
in
the
process
for
standards development in more than 40
ISO technical strategy committees. Some
prominent
groups
are:
ISO/TC44/SC5/WG2 Ultrasonic testing of
welds;
ISO/TC44/SC5
Testing
and
Inspection
of
welds;
and
ISO/TC
135/SC3/WG5
Ultrasonic
tests
equipment.
Applus+ is a member of the
EUROLAB Board of Directors
and
holds
the
Vice
Chairmanship
for
TCQA
(Technical
Committee
for
Quality Assurance in Testing
and Calibration).
The TCQA is a horizontal EUROLAB
committee
providing
the
Board
of
Directors with activity reports and the
laboratory expertise in the field of quality
assurance.

RENEWABLE ENERGIES - ENERGY EFFICIENCY

ASSOCIATION POSITION 2022 HIGHLIGHTS
Applus+ is a member of
AEE, principle body for the
wind-energy sector in Spain
with the aim of promoting
the
growth
of
this
technology.
We have worked actively with AEE,
contributing
to
discussions
at
its
assemblies and other forums organised
to promote offshore wind energy. Of
particular note was our collaboration in
the
1st
Offshore
Wind
Congress,
organised
by
the
association
in
November.

Applus+ remains a member of the Middle East Solar Industry Association (MESIA). Within the framework of this association, we have contributed to its magazine, along with seven other companies in the sector, on the direction that renewable energies are taking. MESIA has translated into Arabic and published our technical article in Solarabic and on social networks. The English version is available at: "Owner's Engineering, key to ensure the quality of solar PV plants" (enertis.com).

CASE STUDY: SMART MANAGEMENT SYSTEM

Applus+ has reached an agreement with Indoorclima, strengthening its service portfolio for energy efficiency and management with high value-added services.

Indoorclima leads its sector in developing consumption-optimisation technology for airconditioning systems and has devised a pioneering, innovative system based on constant reception, big data and machine learning.

This alliance is decisively important for Applus+ because it gives our clients a groundbreaking technological solution which enables them to reduce energy consumption and, consequently, their CO2 emissions.

05. GOVERNANCE

GRI 2-09 GRI 2-10 GRI 2-11 GRI 2-12 GRI 2-13 GRI 2-17 GRI 2-18 GRI 2-19 GRI 2-20 GRI 2-27 GRI 405-1

At Applus+, we place the G for Governance in ESG at the heart of our strategic decision-making process. In turn, this focus offers trust to our stakeholders in the proper functioning of our management model.

Since the Group's listing, Applus+ has appointed an independent Chairman of the Board, separated from the company's CEO. The number of independent directors is now 78%, and the number of women stands at 44%. These are achievements which therefore certify our commitment.

In 2015, we created the CSR Committee, the precursor of our current Environmental, Social and Governance or ESG Committee. This still voluntary committee has enabled us to anticipate changes in the vision and regulation of non-financial risks. The Committee's work has been decisive in the deployment of our strong culture of compliance, the enhancement of environmental initiatives (the E in ESG), and actions related to the Group's more than 20,000 employees and society as a whole (the S in ESG).

To demonstrate the importance that we attach to good governance, and following our continuous improvement objectives, in 2022 we reached an effective compliance rate of 98% in accordance with the recommendations of the CNMV for listed companies. Out of a total of 64 recommendations, 55 apply to the Applus+ Group, of which we can affirm that 54 are fully met and 1 is partially met.

All of the above is fully described in the Annual Corporate Governance Report (ACGR) and the Annual Report on Directors' Remuneration. Both are published on the Group's website.

HIGHLIGHTS IN 2022

  1. Evaluation of the Board of Directors by an external third-party expert (Spencer Stuart).

  2. Annual corporate governance roadshow with the main investors and proxy advisors led by the President of the CNR, and the Chairman of the Board in 2022, and senior executives of the company.

  3. The new Board of Directors' Remuneration Policy which covers the period 2022-24. This policy includes ESG parameters for the CEO in addition to conforming to other recommendations.

  4. Hybrid Annual Shareholders' Meeting, including virtual attendance, with high participation.

  5. Succession: CEO's notice of resignation and retirement; and the appointment of the new CEO.

  6. Re-election of Christopher Cole as an Independent Director and President of the Board of Directors.

  7. Re-election of Ernesto Mata as Director (other external).

  8. Appointment of Marie Françoise Madeleine Damesin as Independent Director and, subsequently, appointed by the Board of Directors as the new Chairperson of the Appointments and Remuneration Committee.

  9. Appointment of Brendan Connolly as Independent Director.

  10. 9 meetings of the Board of Directors, six face-to-face meetings and three virtual meetings. Four sessions of the Audit Committee, four sessions of the ESG Committee, and three ordinary sessions and eight additional meetings of the Appointments and Remuneration Committee.

GOVERNING BODIES

In addition to the Shareholders' Annual General Meeting (AGM), which constitutes the sovereign decision-making body of the company, the Board of Directors is the Group's highest governance body and is assisted by three specialised committees: the Audit Committee (mandatory), the Appointments and Remuneration Committee (mandatory, although in the case of the Applus+ Group, this is consolidated into a single committee), and the ESG Committee (voluntary).

These committees focus on specific, relevant areas to assist the Board in its supervisory function of managing the impacts of the Applus+ Group's activities on the economy, the environment and people.

All three committees report quarterly to the Board of Directors, as a minimum, and provide a yearly report on the progress of the respective committees' duties. The Audit Committee and the Appointments and Remuneration Committee (CNR) submit additional reports to the Annual Shareholders' Meeting.

The most relevant actions of the Board, the Audit Committee and the CNR Committee are detailed in the ACGR.

BOARD OF DIRECTORS

Independence

The Board's composition of a majority of independent Directors is pivotal to the good governance of the Applus+ Group:

  • Following the resignation of an Executive Director, the Board comprises nine members.
  • Eight out of these nine directors are non-executive and seven are independent.
  • An independent Chairperson heads the Board, separated from the CEO function.
  • All committees are chaired by independent directors and are entirely composed of nonexecutive directors.

Diversity

The CNR Committee and the Board of Directors, based on the Group's Director Selection Policy aims to define the principles that govern the selection of candidates to achieve an adequate balance on the Board of Directors, ensuring that the selection processes foster diversity in terms of gender, age, experience, knowledge and nationality, to continue leading the company's strategy and meeting our stakeholders' expectations.

The current composition of the Board and its diversity is highly valued, both by the Directors in their annual reports (highlighting the greater depth of debates and decision-making), and by the Group's institutional investors and proxy advisors, within the framework of corporate governance meetings held.

With these changes, the Board reached the goal of 40% female representation established in its policy one year ahead of schedule.

In 2022, apart from the CEO's retirement and consequent replacement, the Applus+ Group made no changes to its Board of Directors, which continues to strengthen the diversity and the skills, knowledge and experience within the Board, thanks to the recent incorporation of Mr. Damesin and Mr. Connolly, especially in the TIC and Automotive sectors, and in the areas of human resources and cybersecurity, all of which are vital for the Group.

"We are particularly proud of the diversity of our Board of Directors and our solid model of good corporate governance, acknowledged through external ratings from multiple agencies, which we will remain committed to maintaining, thus fostering trust in our stakeholders." Eva Argilés. General Counsel Eva Argilés, General Counsel.

7/10 Directors are independent 4 /10 Directors are women 4 /10 Directors from outside Spain

SEPARATED CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CEO) POSITIONS

Conflicts of interest

The Board of Directors Regulations strictly designates the duties of the Directors with respect to potential conflict of interest situations, and if applicable, how to address and mitigate any. Under the applicable regulations, Directors provide information in the Group's annual accounts regarding possible situations of conflict of interest.

Applus+ has a Conflict of Interest Policy within the framework of our compliance model, which applies to all company employees.

Independent assessment

Although the Board of Directors carries out an annual assessment of its performance, as well as that of its committees, the Chairman and the CEO, in 2022 the Board completed this evaluation through an external consultancy, of recognised prestige, and analysed the conclusions at its first meeting.

As a result of this external evaluation, the Board confirmed its good performance in relation to work environment, professionalism, dedication and commitment. The Board agreed to continue focusing its efforts in the following areas: succession, talent management, strategy with particular focus on ESG, cybersecurity and digitalization.

ESG approach

Climate change offers us opportunities and can generate risks of a different nature in our business. Mitigating and managing these risks, as well as identifying potential opportunities, is essential to the Group and assists us to maximise our value to society through responsible management of the business, taking into account stakeholders' interests and expectations.

The 2022-2024 Strategic Plan, approved by the Board of Directors at the end of 2021, focuses on ESG, among other things, addressing it from multiple perspectives.

The Board approved and published the Group's Environmental, Social and Governance Responsibility Policy in 2020, establishing the Policy's strategic lines and activities, as well as its management and control strategy.

The ESG Committee supports and collaborates on the Board's mission to supervise the implementation of this Policy, in the same way as the leaders of the corporate areas do. However, it is the responsibility of all the Group's executives to ensure the Policy's implementation and manage its impact on the environment.

The Internal Audit Department supervises and controls the monitoring of ESG policies and processes, reporting its conclusions to the Audit Committee. This information is subsequently published in the Financial and Non-Financial Report which, as part of the annual accounts, is ultimately approved and formulated by the Board of Directors.

Remuneration

In 2022, the Shareholders' Annual General Meeting approved the new Directors' Remuneration Policy, which covers the period 2022-2024. The Policy regulates the remuneration received by the members of the Board of Directors, as well as the specific remuneration and contractual elements that apply to Directors who perform executive functions. These are all in line with market practices and follow international standards. The new Directors' Remuneration Policy formally incorporates the ESG criteria, in line with best practice for such recommendations and expectations.

DIRECTORS POSITION CATEGORY Applus+
COMMISSIONS
OTHER POSITIONS IN LISTED
AUD ACC ESG COMPANIES
Christopher Cole Chairperson Independent C Tracsis WSP
Global
Joan Amigó CFO Executive
María José
Esteruelas
Director Independent M M
Maria Cristina
Henriquez de
Luna
Director Independent M Melia
Marie Françoise
Damesin
Director Independent C
Essimari Kairisto Director Independent M Fortum Iveco
Group
Ernesto Mata Director Others M
Brendan
Connolly
Director Independent M M Synthomer Victrex Pepco
Group
Nicolas Villén Director Independent C
TOTAL 9 9 4 3 3

Ethics and Compliance

GRI 2-15 GRI 2-16 GRI 2-26 GRI 205-1 GRI 205-2 GRI 205-3 GRI 206-1 GRI 412-1 GRI 412-2 GRI 412-3

At Applus+, we are convinced that good principles and value-driven management practices achieve more efficient and competitive results, thereby ensuring profitable and sustainable growth.

The Applus+ Group's reputation is one of our most valuable assets and a key component in developing our services. Impartiality, independence and integrity are therefore the cornerstones of our Code of Ethics.

-

Business growth and maintaining high standards are mutually reinforcing elements within the management and compliance with regulations. Building trust with the wider public is a gradual process and requires constant effort.

The Applus+ Group's Code of Ethics, together with the rest of the Group's Compliance Management System policies, is supported by an extensive implementation programme to ensure all employees and directors are familiar with the internal policies and procedures, and of which all requirements are effectively met.

CODE OF ETHICS

The Code of Ethics is a binding set of rules that define the expectation of behaviour and set the principles that should guide the conduct of Applus+ and all its professionals when performing their duties and in their commercial and professional relationships. The rules in the Code of Ethics represent minimum standards for ethical behaviour within the Group, which apply to all countries, companies and legal systems.

In 2022 we updated our Code of Ethics. Published in January, the latest version is further aligned with the Group's ESG Policy and includes an explicit mention of our commitment to sustainable development.

In the 'Principles of Conduct' section, we have included our commitment to diversity and equity, sustainable development and the protection of the environment and human rights, and the rejection of child labour and modern slavery. With this update, we have adapted to the requirements of the most recent regulatory and legislative changes and incorporated the latest approved policies.

We have also given our Code of Ethics a more modern look and feel to make it an attractive, easy-to-reference resource, which encourages greater engagement of our employees and stakeholders.

This new version of the Code of Ethics provides a more visual and clearer guide to Applus+ standards of conduct for our professionals, as well as for our clients, suppliers and business partners. Given the diversity of the professionals at Applus+, our Code is available to all of our stakeholders in 21 languages, both on the Applus + website and on the Group's Global Intranet.

TRAINING

A priority for Applus+ is to ensure that all of our employees are familiar with and embrace the Group's Code of Ethics, the Global Anti-Corruption Policy and Procedure and policies associated with the compliance model.

The annual online training we provide is a powerful tool to convey the importance that the company gives to the policies and the standards of behaviour that should govern our actions. The contents are offered in 17 languages, which is updated every year. This allows each of our professionals to renew their commitment to compliance and its values, affirmed with their signature.

When employees first join the Applus+ Group, they also sign a commitment to the Code of Ethics and its related policies as part of their employment contract.

Requirements for new
professionals
Requirements for existing
professionals
· Training on the Code of
Ethics, Anti-Corruption
and associated policies
· Questionnaire on
conflicts of interest
· Commitment to the
Code of Ethics and
Anti Corruption and
associated policies
· Receive the policy on
the use of IT resources
· Annual training on the Code of
Ethics, Anti-Corruption
and associated policies
· Occasional live sessions
· Reconfirmation of the
commitment to the Code of
Ethics, Anti-Corruption Policy
and related Compliance policies
· Reconfirmation of the
compliance with the Global
Conflict of Interest Policy
1.
4.
5.
4.
5.
1.
10.
1
12.
13.
Training topics 2022
Respecting dignity at the workplace
Committing to human rights and rejection of child labour and
modern slavery
Conflicts of interest
Fighting against corruption
Encouraging diversity, inclusion and equity among our workforce
O. Preventing health and safety risks and respecting employees' rights
Integrity in our services
8. Veracity of information and record keeping
9. Use of the Applus+ Group's resources
Fair competition and clients
Data protection and privacy
Handling confidential information
Cybersecurity
14. Sustainable development and environmental protection
15. Complaints communication channel and protection

"The training materials are appealing and easy to understand. The case studies in particular represent risk situations that we may realistically encounter as employees. The messages about what we can and cannot do are very clear, which makes it much easier to apply the company's criteria." Isabel Domínguez, Project Manager in Spain.

DEPLOYMENT AND MONITORING

The Applus+ Group ensures that the Third Parties we work with fully know, understand and comply with the principles included in our Code of Ethics.

Everyone who acts on behalf of the Applus+ Group undergoes a strict approval process, which includes knowing and agreeing to comply with our Code of Ethics and Global Anti-Corruption Policy and Procedure. Each employee also undergoes reputation and integrity testing before entering into any type of relationship with the Group's and its entities.

Our suppliers, as well as our partners in any consortium coordinated by the Group, must sign a certificate of compliance stating their commitment to the Code and its associated policies.

To monitor the implementation of the different policy and procedure requirements, the managers of all our business entities also hold regular meetings.

All of the Group's professionals, as well as any third parties (clients, suppliers and business partners), can use the Applus+ Group's Ethical and Compliance Communications Channel to submit queries or to report any indication or reasonable suspicion of non-compliance with the policies.

This channel is based on the principles of good faith, confidentiality and lack of retaliation. The Chief Compliance Officer (CCO) manages the channel.

Number of
notifications
Number of
investigations
Number of
investigations
Breaches of the
Code of Ethics
Correction or
disciplinary
reported in 2022 initiated1 resolved in 20222 38 action
128 100 85 36

1 We pursue those notifications that have enough information to develop the investigation.

2 The rest of the investigations are underway.

ORIGIN OF THE NOTIFICATIONS RECEPTION CHANNELS
Internal sources
of the Group
External sources Formal channels Management
team
Audit processes
105 23 72% 26% 2%

COMPLIANCE MANAGEMENT SYSTEM

The Applus+ Group's Compliance Management System (CMS) allows the company to manage any possible criminal offences under the Spanish Criminal Code, UK Bribery Act and the US Foreign Corrupt Practices Act. The CMS comprises the principals of risk analysis, standards and controls, resources and dependence, as well as the complaints systems and its regular update.

The Chief Compliance Officer (CCO), overseen by the ESG Committee, is responsible for the course of action devised to raise awareness among all of the Group's professionals and for monitoring compliance with our CMS. Certain CMS issues are also within the scope of the periodic controls carried out by the Internal Audit Department.

Throughout 2022, the Group's Compliance Department focused its international efforts on consolidating the implementation of the CMS policies in all divisions and countries, placing special emphasis on the companies that the Applus+ Group acquired, contributing to the development and rollout of the Internal Control Guide.

This Guide is based on the Code of Ethics and Global Anti-Corruption Policy and Procedure. In addition, the CMS also draws on other internal policies such as the Global Conflicts of Interest Policy, the Procurement Policy, the Suppliers Policy and/or the Policy on the Use of the Company's Resources, Global Expenses and Travel Policy, the Group Treasury Policy, the Sanctions and Export Control Policy, the Group's Anti-Money Laundering Policy and the Competition Policy.

Accordingly, we have adapted and improved the internal control model by making it more efficient and simpler to ensure that all managers comply with the applicable compliance requirements. All of our compliance controls are defined in the Applus+ Group's internal policies and procedures which are part of our CMS.

The Group's Internal Audit team is responsible for monitoring and reviewing the CMS, who inform and report its conclusions to the Chief Compliance Officer and the Audit Committee. Finally, each year, members of senior management team are required to sign a declaration to confirm the correct implementation of these requirements.

Every year, the Applus+ Group's Compliance model is audited by an independent external company, which issues a certificate of compliance according to TIC Council parameters. The Chief Compliance Officer then reports the audit result and certificate to the ESG Commission.

Concerns which are considered critical because of an actual or potential negative impact on a stakeholder are reported to the Board of Directors through the ESG Committee. No concerns were detected in 2022.

CORRUPTION AND BRIBERY

The Applus+ Group's Global Anti-Corruption Policy and Procedure serves to prevent, detect, investigate and remediate any acts of corruption across the company's business entities.

Our key commitments are:

  • To do business legally, ethically and professionally worldwide by complying with the anti-corruption laws relevant in the countries where the Group carries out business; and to ensure that all professionals at Applus+, and other third parties, carry out business in a consistent manner.
  • Fighting against bribery, kickbacks, improper or illegal payments, gifts or contributions, and any other improper method of seeking favourable treatment.

The Global Anti-Corruption Policy and Procedure regulates both our professionals' behaviour and relations with third parties, as well as any mergers and acquisitions.

In 2022 the Group contributed €49,431 to foundations and non-profit entities, always in accordance with the provisions of our Global Anti-Corruption Policy and Procedure. In line with our Policy, no donations were made to any political party.

MARKET COMPETITION

GRI 206-1

The Applus+ Code of Ethics, Competition Policy and the Bids and Tenders Policy foresee compliance with anti-trust and competition laws.

The Group has specific lines of internal review and approval for public bidding processes, consortiums or trade association membership, ensuring the involvement of the Applus+ Group's Legal Department as required.

In 2022 no legal proceedings were initiated against the Applus+ Group. The company has not been served with any claim for unfair or monopolistic competition practices, nor has any financial or other kind of penalty been imposed, due to the aforementioned practices.

Data protection and cybersecurity

At Applus+, we are committed to protecting privacy, personal data and strengthening cybersecurity.

Applus+ maintains, implements and oversees the effective application of the Data Protection Policy, the Data Security Breach Policy and the Individual Rights Management Policy and Protocol. With this regulatory framework, the Group can ensure compliance with the requirements of the European Union's General Data Protection Regulation (GDPR).

In 2022, the Group also initiated an international project to review and adapt, where necessary, the processing of personal data carried out by the Group's various entities, to ensure compliance with the applicable data-protection regulations.

In fact, most of the Group's companies in the European Economic Area (EEA) and the United Kingdom implemented the GDPR in 2018, when the Regulation for EEA entities came into force, and with the UK General Data Protection Regulation (UK GDPR) in the case of the United Kingdom, and, in both cases, the local rules complementing each regulation.

We are aware of the evolution of the laws governing data protection since 2018, so we have undertaken this review process to include the latest developments in the field. Furthermore, the Group has a global presence and many countries have developed, or are in the process of developing, data-protection regulations. Accordingly, the Group continues to monitor the compliance of data processing by entities in these countries to such standards.

In 2022, we successfully deployed online training to all our employees in the aforementioned European regions (approximately 12,500), with the aim of refreshing the essential concepts for the daily management of data protection and detecting situations of potential risk. We have also prepared specific and detailed training for our data-protection coordination team.

The Applus+ Group has a data-protection coordination team, which includes a divisional or country manager, who is responsible for ensuring the implementation and compliance with the GDPR and the handling of any GDPR-related queries. The team holds regular meetings with the corporate Legal Department, which coordinates the responsible managers and draws up appropriate action plans.

The Group has ensured closer oversight of data-protection risk management by including it in the Risk Map as a priority risk, and adding data-protection risk assessment to the programme of regular internal audits carried out within the Group's different subsidiaries and businesses.

In 2022, we had no material disclosure, theft or loss of personal data information, and Applus+ responded to approximately 59,000 enquiries on exercising data-privacy rights in Spain. As in other years, these enquiries were mostly related to our vehicle-inspection stations. This new sizeable increase is due particularly from customers exercising data-privacy rights automatically through the corresponding websites.

We also safeguard information security through the Applus+ Group's policy on the use of IT Resources, and the confidentiality clauses included in the contracts signed with our employees and clients (confidentiality clauses and non-disclosure agreements) and subsequent internal processes. The IDIADA Division also applies the specific General Information Technology Policy.

At Applus+, cybersecurity plays a key role in keeping our company's assets safe, and it is also becoming a differentiating element for our clients looking for trusted partners.

We have a Global Information Security Policy, which applies to all Group companies and is based on a set of principles and objectives that support the Applus+ Group's business strategy.

We adapt the management of our information systems to comply with cybersecurity standards and data protection laws in force in the countries where we operate. We are also certified in Information Security Management in accordance with ISO 27001 in different areas and divisions of the Group.

A specialised team is responsible for implementing and managing the organisational, technical and process measures designed to protect the Group's assets, ready to respond to any incident arising.

Led by the CISO (Chief Information Security Officer), it reports directly to the CIO (Chief Information Officer), who is responsible for developing the Group's IT strategy. The CIO reports to the Board of Directors every six months.

The Cybersecurity Communities coordinate the initiatives in each of the Divisions and ensure their compliance. They also help to assess the risk associated with new initiatives launched by the Divisions.

In 2022, Applus+ focused on strengthening the security measures rolled out in previous years, and on further improvements in the five areas defined by the cybersecurity framework of the National Institute of Standards and Technology (NIST):

  • Identification: We have the necessary information and knowledge to manage arising cybersecurity threats in the company's systems, assets, data and sectors.
  • Protection: We have implemented the most appropriate security measures to ensure the provision of our critical services.
  • Detection: We have defined the essential processes necessary to identify cybersecurity events.
  • Response: We respond to any cybersecurity threat detected.
  • Recovery: We have developed plans for the resilience and restoration of any impaired capabilities or services.

Applus+ continuously monitors our rating against each of these five areas from internal and external stakeholders. This type of assurance helps to build and maintain our clients' trust.

In 2022, in line with our plan to raise staff awareness, 25,004 employees participated in our annual cybersecurity training. We also emailed 25,339 internal phishing campaigns and six short video clips to all Applus+ users.

In line with our ongoing cybersecurity review plan, we carried out a Red Team/Blue Team assessment exercise. An external team of specialists (Red Team) performed a number of realworld cyberattack tactics and techniques against the Applus+ Group's information systems to measure the effectiveness of the protection and detection systems. The exercise also recorded the response capacity of our internal cybersecurity team (Blue Team), which was deliberately not informed in advance of the test.

With the support of external experts, we have designed a Cyber-Incident Crisis Management Plan to prepare for an emergency. This plan provides us with:

  • Organisational models (Crisis Committee, with roles and responsibilities)
  • Operational guidelines

  • Clear lines of communication

  • Operational normality threshold values and security-incident scaling process
  • Clear cybersecurity playbook for a four-case scenario: Denial-of-Service, Information Leakage, Phishing and Ransomware
  • Training drills to prepare the IT team

"With the new Crisis Management Plan, Applus+ is better prepared to reduce the impact of a cyberattack, report the incident to a competent authority, restore the affected systems, and resume work in the shortest possible time." Rubén Ávila. Chief Technology Officer.

We have implemented a Privileged Access Management (PAM) system based on cuttingedge technology, to ensure that IT staff are only granted privileges of access at the level necessary for them to do their job. The PAM solution allows security teams to identify malicious activities that are the result of privilege abuse and take immediate action to remediate risk.

CASE STUDY: SecurityScorecard Index

At Applus+, we monitor the Group's cyberhealth using the SecurityScorecard Index, which evaluates an organization's cybersecurity risk using data-driven, objective and continuously evolving metrics. The index also allows us to compare the Group's risk ratings against our competitors.

The November 2022 Ransomware Analytics report gave us a 98 score, which places us in a Good Position compared to the global average of 79. The report shows which cybersecurity issues make an organisation more susceptible to ransomware attacks.

Risk management

GRI 201-2 GRI 205-1 GRI 207-2

At Applus+, we systematically identify and analyse risks to determine their likelihood and take the appropriate precautionary measures.

By identifying and effectively managing financial and non-financial risks, we can implement effective measures to minimise the adverse effects of any identified risk, and ultimately achieve the defined strategic objectives.

The Risk Map is the Group's tool for identifying and quantifying the main risks that could impact the Group's strategic objectives and follows the Risk Management Policy and Procedure. Based on its results, we deploy our action plans.

Our analysis includes all factors considered critical to our business activities from a strategic perspective including those related to sustainability and climate change as well as from an operational, financial, legal and compliance perspective.

The Group's risk management responsibilities are clearly defined.

Approve the Group's
Risk Management Policy
Board of Directors Determine tolerance thresholds.
Audit Committee Oversee the effectiveness of the Risk Management
System (ensure the Group has appropriate strategies and
indicators in place to mitigate the negative impact of risk).The
Head of Risk and Internal
control
Identify risks and drive the implementation of established
mitigating measures throughout the Group.
The functional members provide the more specialist view
and the divisional vice-presidents provide the knowledge
from each geographical region.
Regularly update the Risk Map to align with any changes
in the internal and external context.
Risk
Map
and
associated action plans are
reviewed twice a year by
the Audit Committee and
annually by the Board of
Directors
ESG Committee Oversee management of risks related to Environmental,
Social and Governance Responsibility, including climate
change.
Remuneration
and
Appointments Committee
Oversee the management of ricks related to people
management, such as talent retention.

Applus+ has implemented an effective risk management model.

The Group's risk management model allows us to identify and effectively manage emerging risks such as climate change, natural disasters, cybersecurity attacks, or the unexpected impact of macroeconomic conditions on our business through business continuity plans.

We consider climate risk as one of the most important non-financial risks to manage. To mitigate this risk, we are adopting the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

Applus+ also protects our business against legal and compliance risks through the Criminal Risk Map, the Criminal Risk Management and Crime Prevention System Manual, and the Compliance Management System (CMS).

In 2022, we updated the Risk Map and focused on managing the most relevant or significant risks resulting from the year's assessment. We have identified 38 risks, of which 10 have been determined as high level, 9 as medium level and 19 as low-level risks. We identify and assess risks by applying "Impact and Likelihood" criteria, that is, the probability of risk occurrence and its impact should it materialise.

Acceptable risk is considered to be any risk not exceeding the low-risk level. For medium- and high-level risks, we define risk indicators and design action plans to mitigate any effects.

The lines of action from previous years to mitigate the main strategic, operational, financial and legal/compliance risks are still in place.

Although in 2022 the risk of ending the statutory-vehicle-inspection contract in Costa Rica materialised, the main risk was the finite-life contract associated with the IDIADA Division, which expires in 2024.

This year, macroeconomic factors, such as a rise in costs derived from inflation and higher energy costs, have impacted the Group's results and slowed down the positive trend of the profit margin occurring since 2021.

We continue to focus on making all our operations more efficient, both through a direct reduction in costs and an increase in tariffs where possible, and by incorporating digital technologies in all business processes.

The Group's objective remains to diversify and improve the quality of our service portfolio further through divestments in non-strategic businesses and acquisitions with high-growth prospects and good margins.

06. VALUE TO PEOPLE

GRI 2-23 GRI 2-24 GRI 2-30 GRI 402-1 GRI 404-1 GRI 404-2 GRI 407-1

Perspective and approach: culture and management

At Applus+, we promote a people-based culture, fostering a diverse and inclusive work environment that enhances personal wellbeing and individual development.

We employ and train a wide range of specialists, from young people who develop their skills by taking advantage of our company's learning opportunities, to highly skilled engineers and technicians. We work to attract and retain talent and establish programmes to enhance its deployment.

We have always been passionate about striving toward a working environment focused on respect, ethics and equal opportunities for everyone in the Group's businesses.

We have developed policies and procedures that allow us to formalise and guarantee the same criteria for our entire workforce, regardless of country or division, and to help create our company's culture and management approach.

We understand collective bargaining as a fundamental right that fosters listening and understanding with workers' representatives and social partners, with the aim of establishing a collective agreement to regulate working conditions. Workers' representatives are freely elected by our employees in accordance with the labour legislation in force in each country.

Our Remuneration Policy is primarily aimed at aligning employee expectations with the longterm interests of the company and our shareholders. Our remuneration setting process is subject to the dedication provided and the responsibility assumed, and conforms to the legal provisions applicable in each country. In those countries where this is required by law or cultural practice, the process includes the cooperation and opinion of workers' representatives.

We strive to ensure equal pay for women and men within the organisation. Our commitment to equality is reflected in our Code of Ethics and our Global Anti-Discrimination Policy, our adherence to the UN Women's Empowerment Principles (WEPs) and to the Diversity Charter, as well as through our active participation in the Target Gender Equality programme run by the UN's Global Compact initiative.

Our wellbeing objectives are based on promoting a healthier lifestyle and dynamic social activities and offering essential amenities. We have various social and economic benefit programmes. We promote people's health through initiatives involving their physical, psychological and emotional wellbeing, as well as activities that can enrich our people personally and make them feel part of a group, beyond the working relationship.

We comply with the right to disconnect from work, and, where a job allows it, we give our employees the option of working from home, which is always on a voluntary basis and with the right to reverse the decision.

Thanks to this approach, we have a low absenteeism rate14, which in 2022 stood at 2.3%

"People are the company's most important resource. Managing people on the basis of diversity and inclusion allows us to attract all the talent present in society. It is no longer an option, it is essential." Sonsoles Somoza. Talent Acquisition Specialist.

14 Percentage of the absences from work caused by a work-related or a non-work-related illness or injury. The absence of an employee on maternity or paternity leave is not included.

Human Rights

We are firmly committed to respecting human rights principles promoted by leading international organisations.

We ratify the United Nations' Guiding Principles on Business and Human Rights, the Organization for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises, the International Finance Corporation (IFC) Performance Standards, and the ten principles of the United Nations' Global Compact.

This commitment extends to everyone in the company and to those who work with us along our value chain. Each year, we launch training activities to raise awareness, among our entire workforce, of the importance of complying with the requirements defined by the company in terms of diversity and respect for human rights.

Our commitment applies to all communities where we operate, including indigenous peoples. We are particularly committed to supporting vulnerable groups.

We establish action principles and guidelines to identify, prevent, mitigate and redress potential or actual negative impacts on human rights from our company or arising from our business relationships, as well as to enhance the positive impact of our operations.

The company's Code of Ethics, and the policies to develop it hold the highest regulatory status. All employees must report any non-compliance through the Ethics and Compliance Communications Channel. In 2022, the Group received no complaints regarding human rights violations.

We actively participate in the United Nations' Global Compact through its digital learning Academy, which provides business leaders and practitioners with the skills and knowledge they need to move their companies faster in implementing the Ten Principles of the UN's Global Compact and Sustainable Development Goals.

"Since I began participating in October 2022, the Academy has given me a significant insight into what other companies are doing and all the possible actions we can take to improve." Fiamma Saggion, Talent Acquisition Specialist.

Our professionals' engagement

We encourage employee engagement by listening to their needs, acknowledging their work and building personal relationships within teams beyond their working relationships.

All of our employees' opinions, ideas and contributions are highly valued by the company. We have various channels to help us reach our workforce.

In 2022, we launched pulse surveys in Spain, Chile, the United States, Mexico, Colombia and the United Kingdom focused on psychosocial aspects to find out the opinion of our personnel and implement actions to improve their work environment.

In addition to the engagement and pulse surveys, our employees have access to opinion forms on the intranet and physical mailboxes in the offices where they can give their opinion anonymously.

In the UK, we have created the Applus Voice initiative, an employee forum comprising representatives from each of our UK sites. Since 2017, this forum has provided a platform for employees to raise their concerns, suggestions for improvement, and communicate news.

INITIATIVES TO FOSTER PERSONAL RELATIONSHIPS

During 2022, we carried out a series of activities to foster meeting spaces among Applus+ people.

In November, we launched the networking event "Getting back together with renewed energy". Santos García, CEO of Applus+ Enertis, opened the event by presenting the objectives of the Business Plan for 2023 and the conclusions of the internal-climate survey, carried out in October. Afterwards, the participants enjoyed a show and a lunch served by a sustainable catering company.

CASE STUDY: TEAM BUILDING IN PORTUGAL

The Applus+ delegation in Portugal participated in a team building action with the Agile Thinkers label, on 17th May 2022.

The event was held at the Portuguese Chamber of Commerce and Industry, in collaboration with private companies and entities such as the Lisbon City Council and the Portuguese Army and Air Force. And to start strengthening a collaborative working environment for our team, the previous day we organised the peddy-paper, or paper-chase, "Em Lisboa na Peugada dos Graffitis" (In Lisbon in the Footsteps of Graffiti).

The objective of these initiatives is to optimise work and achieve a sustainable change process by demonstrating the skills and talents of the teams to solve organisational challenges through the adoption of best practices. Such initiatives encourage employee motivation, communication and teamwork.

INITIATIVES FOR THE RECOGNITION OF OUR PROFESSIONALS

Through the different initiatives, we recognise our professionals' talent and effort in relation to issues we consider essential.

Valoramos tu Plus" ("Beyond the Call")

Once again, this year we presented in Spain the "Valoramos tu Plus" (Beyond the Call) award in recognition of those employees who stand out for their proactive stance at work, the level of customer satisfaction, or the innovative nature of the projects in which they have participated. Jonatan Fernández, of the Applus+ Telecommunications Department in Catalonia and Aragon, was the winner of the 2022 edition for his professionalism, commitment and success in the different projects in which he has had the opportunity to collaborate.

Beyond Standards Employee Award. In the United States, we offer this award of excellence in all aspects of our business to Applus+ professionals who ensure integrity, independence, customer satisfaction and safety in the workplace.

Good Catch Program. This prize rewards excellent behaviour in the USA, above and beyond standards, in the field of health and safety, as part of our commitment to a culture of safety. Keith Lundin observed unsafe behaviours near his work area, assessed the risk and implemented a solution that improved awareness of ongoing operations and mitigated risks to other employees and contractors.

Awareness-raising initiatives. Applus+ employees in the UAE participated in Dubai's first Green Run. The initiative was launched to raise awareness and encourage participants to adopt a more environmentally sustainable lifestyle and foster interaction among our professionals.

"Applus+ is proud to participate in the Dubai Investments Green Run. Many sustainability concepts were observed during the event, which encouraged our employees to be more aware of their daily practices and lifestyle." Liju Abdussalam, Regional QHSE Manager for Applus+ in the Middle East and Africa.

Applus+ employee Jenner Boque came in first among the participants.

In June, we hosted our first Open Day at our Aberdeen office in the UK as a place for employees, clients and partners to meet in a relaxed atmosphere. During the day, we showcased advanced inspection solutions which included the latest Portable IWEX ultrasonic technology.

CASE STUDY: OPEN DAY WITH OUR FAMILIES

At Applus+, we host open days for our families. For us, the event is a unique opportunity to show our loved ones where we work, what we do, and how our work impacts the society we live in.

We had more than 1500 visitors at the event we held at the IDIADA Division's offices in Spain.

In Papua New Guinea, new colleagues are greeted by our managers as a way of welcoming new people into the company.

Diversity, equality and inclusion

At Applus+, diverse talent is one of the key pillars of people management. We develop equitable initiatives and plans based on our Global Anti-Discrimination Policy to strengthen our commitment to diversity, inclusion and equality.

The main initiatives undertaken in 2022 to join efforts and build synergies included:

We have renewed the Agreement with the Higher Sports Council in Spain to encourage high-level athletes to start their professional careers within our different divisions and departments.

We have signed the FP Dual Alliance in Spain, to make vocational training a way of providing young people with the skills and expertise our company needs.

We have renewed our commitment to the European Diversity Charter.

We continue to promote the UN Women initiative by participating in its talks, conventions and projects.

We have consolidated our Diversity and Equality Councils to promote respect and equal opportunities for people, with special attention to diverse and disadvantaged groups.

Every year, Applus+ observes the international days of vulnerable and minority groups, and of national commemorations that highlight the cultural contribution and/or the reality of indigenous and ethnic groups. On such dates, we launch internal and external communication campaigns, both locally and globally.

Video of Ethnic Diversity

Objectives

At Applus+, we know that to achieve positive results in diversity, equality and inclusion we must have specific and measurable strategic objectives.

Attracting Talent

At Applus+, we promote talent through a number of initiatives aimed at meeting our current and future needs to ensure that we always have the best professionals.

Here, we mention some of this year's most relevant ones:

"I have been working at Applus+ RTD since 2015. I started as a radiologist and have been a radiation protection expert since 2019. I currently help professionals to put theory into practice. As a radiation protection instructor, I teach in all spheres within TMS and help with the digitalisation of our programmes." Sander Hengeveld, Lecturer at the Competence Training Centre in Rotterdam.

Students' professional development

Throughout this year, we welcomed technical students from the University of Scalda in the Netherlands to our premises. During these visits, students learned about NDT methods through our demonstrations using liquid penetrant, ultrasonic, radiographic (digital and conventional), visual and TOFD techniques.

First professional experience support

Applus+ has created the Trainee Talent Programme with the aim of offering recent graduates the opportunity to start their career at our company.

In Spain, we have been recruiting vocational training students through our internship programmes since 2006, and now also through Dual Training. One hundred and fifty-three students have completed their internships in our centres in 2022, and over 75% of them went on to work for us.

Applus+ Academy

We have launched the creation of 100% online courses, completely free of charge, to provide our professionals with the skills that can boost the talents we seek:

  • Health and safety
  • Energy audits
  • Electrical networks
  • Telecommunications

Participation in the Kern County STEMposium

Our expert, Health and Safety Director Hector Lopez, demonstrated an ultrasonic thickness test (UTT) to students attending this event, which each year brings together outstanding students and local businesses, to promote Science, Technology, Engineering and Math (STEM) related subjects.

Participation in job fairs

Throughout the year, we participated in more than 30 job fairs around the world to attract the type of talent Applus+ needs in countries such as the United States, Spain, the United Kingdom, Portugal and Germany.

The Maine 2022 "Hire-A-Vet" Campaign in the United States provided an opportunity for veterans to contact companies like ours, which help them transition to civilian careers

The University of Vigo's job fair in Spain, EMPREGOinCAMPUS, is the first international fair between Spain and Portugal to help graduate jobseekers and final-year students get in contact with collaborating companies like Applus+

CASE STUDY: Meet-Up

Meet-Up is a programme designed by Applus+ to give students from different universities the opportunity to visit our offices and see first-hand what we do and how we do it.

In this year's seventh edition, a total of 50 students visited the the IDIADA Division's facilities to learn about the work carried out by our Passive Safety, Proving Ground and ADAS departments, among others.

Training and Development

In 2022, our employees completed 579,978 hours of training, at an average of 22 hours per employee.

One of our objectives is to retain talented professionals. To do so, we continue to strive for a fair, diverse and competitive environment that provides opportunities for professional development and growth.

This year, we have taken significant steps to establish a solid foundation to achieve this, implementing work programmes that are globally aligned and focused on improving our career options as well as our employer branding.

We continue to partner with strong and responsible associations, schools, institutions and foundations to build synergies and facilitate inclusion with the labour market. Our programmes have four defined strategic lines:

1. Develop current and future leaders

Encourage the training of great leaders who, through dialogue and listening, foster the development of teams to provide the highest performance standards.

2. Prepare Applus+ for growth

We support our employees by offering them competitive benefits, meaningful work and programmes that allow them to develop and improve their skills.

Through Workday, we have launched the first internal talent campaign in Spain, Portugal and Italy, so that every professional can update their profile and apply for internal vacancies in the company.

3. Promote diverse employment

We want to guarantee future talent, which is why we promote the integral development of young people, with dignity and equal opportunities, to build a fairer, more inclusive, richer, more diverse, and better society as a whole.

At Applus+, we offer opportunities for young people to actively engage in their growth and professional development, and promote ethnic, racial and gender diversity.

4. Foster digital transformation

To develop people's talents in the best way, we need to provide them with the best means to do it. The Group's passion for progress initiated a digital transformation years ago that has allowed it to maintain a high level of excellence in its day-to-day operations.

Given the constant evolution of our services and the speed with which skills can become obsolete, we offer our employees a wide range of online courses through various initiatives.

Automotive Talent University

This programme was devised to develop current and future leaders and high-potential individuals.

Once the University has identified the participating profiles, it designs a personalised training itinerary based online through Microsoft Teams. This programme is also aligned with our commitment to the development and use of new technologies to drive digitalisation projects in the sector. All training itineraries include specific instructions in digital tools and applications.

"Thanks to my participation in this programme and its content and the case studies developed by the trainers, I have improved and strengthened my commercial vision of the business and my strategic competencies, and obtained more competitive and efficient results that will allow me to continue opening new paths in Applus+." Eduardo Aparicio. Statuary Vehicle Inspection Manager in Barcelona.

Workday Platform

Workday is in use in Spain, Italy and Portugal. It facilitates learning through the platform's suggestions for courses based on the interests that our professionals have previously selected. It also provides us with an individual training record that is useful to the employee and to match employees' skills and interests with upcoming projects.

Wellbeing Programmes

Applus+ offers various social and economic benefit programmes to promote our employees' wellbeing. The Group's wellbeing objectives are based on promoting a healthier lifestyle and dynamic social activities and offering essential amenities.

In 2022, our online and app-based wellbeing programmes continued to provide support and wellbeing through different services depending on the country:

    1. Individual programmes to boost wellbeing in aspects such as time management, healthy lifestyle habits and relaxation techniques, among others.
    1. Individual coaching to develop different abilities for dealing with personal and professional challenges.
    1. Unlimited emotional assistance through video calls with expert psychologists, who provide support to cope with personal or professional challenges.

Occupational health and safety

MANAGEMENT SYSTEM

Our health and safety strategy pursues the objective of zero accidents, so occupational risk management is essential to Applus+, especially considering that a significant part of our services is carried out at client sites.

Our policy bolsters our health and safety management system which complies with ISO 45001.

We have established the Applus+ Golden Safety Rules to ensure the health and safety of our employees at work.

We have local health and safety management systems in place in each legal entity and/or division, certified by third parties in accordance with the international occupational health and safety standard ISO 45001. All employees are covered by a health and safety management system, and in 2022, 42% of operations had the management system certified by a third party.

H&S ENGAGEMENT PROGRAMME

Our H&S Engagement Programme aims to advance and promote the preventative approach and establishes six preventative measures and resources as part of its health and safety management system.

1. Reporting incidents and safety observations

By facilitating the reporting of incidents, the tool helps identify, investigate and control or eliminate their causes, thereby contributing to their prevention.

Employee-awareness campaigns are conducted to encourage such reporting and provide our people with local or corporate telematic tools to facilitate communication.

Applus IncidentA+

In 2022, 1,556 incidents and 30,100 observations were reported. The importance of these communications lies in their preventive nature, which also allows us to identify cases with high potential that we then analyse in greater depth. Every reported case involved performing the necessary corrective actions to avoid their possible recurrence.

2. Conducting inspections and audits

Our programme covers three levels of inspection, depending on the scope and profile of the reporter:

Health and safety checks on-site: employees perform pre-check or last-minute risk assessments before starting a job or task

Managers' supervision of safety: middle or line managers perform on-site supervisions or inspections of safety conditions at work and transmit their importance to the employees under their charge.

Safety audits and inspections: risk-prevention technicians or qualified personnel identify and assess risks, maintain their validity and, at the same time, check the effectiveness of preventive measures.

In 2022, a total of 141,397 inspections were carried out, 2.7 inspections per 1000 hours worked, an increase of more than 40% compared to the previous year.

3. Publication of lessons learned

All accidents and incidents are investigated to ascertain the root cause of the problem and to define action plans to prevent its reoccurrence.

We take the most relevant cases and share the lessons learned with the entire organisation through our global intranet.

In 2022, we shared 94 lessons learned from all four Applus+ divisions.

4. Corporate internal audits

In 2022, the Corporate Health and Safety Area carried out internal audits on management systems, accident rate, monthly report data, training programmes and improvement projects, and good practices.

This programme aims to cover the entire operation every two years. During 2022, the Group has fulfilled the established programme, which has meant 35 audits15 covering 56% or our workforce.

5. Employee recognition

We encourage the implementation of local or regional employee recognition programmes to acknowledge their contribution to health and safety. The Global Ace Safety Award programme is noteworthy, which in 2022 expanded its scope of participation to cover all Group divisions.

In 2022, we handed the 2021 award to Cyrus Hand, an Australian employee who helped prevent the explosion of an over-pressurised piece of equipment in an area close to where he was working. Our employee realised the hazard, interrupted his work and immediately reported the situation to the owner of the facility.

"Recognising safe behaviours through our Global Safety Award program is an important part of our safety culture. It allows us to acknowledge our people's commitment to safety. To say thank you for your safe behaviours, our winner was awarded the latest edition of a tablet, which he very much appreciated!" Mark Daniel. Regional, QHSE Manager-Asia Pacific

15The audits cover all companies in the Division by country.

6. Health and safety training

For Applus+, health and safety training is an essential means to ensure our professionals can identify, monitor and reduce work-related risk.

One hundred per cent of new Applus+ employees are trained in health and safety when joining the company. We have an initial training programme, deployed through the Group's e-learning platforms, which are complemented by local programmes defined according to the specific needs of the position and the associated risks.

In 2022, 8,980 new employees took induction training and more than 23,000 employees participated in refresher or periodic training.

HAZARD IDENTIFICATION AND RISK ASSESSMENT

SAFETY

Our approach to occupational risks is based on prevention and continuous improvement.

Applus+ has mechanisms in place to minimise the risk of road accidents in our operations, promote a culture of road safety and assess driver behaviour.

We have developed and implemented a GPS-based vehicle tracking and control system to monitor vehicle speed and driver behaviour, with alerts and retraining plans for the most recurrent situations.

As an example, in 2022, the implementation of the model in six Latin American countries (Mexico, Panama, Colombia, Peru, Brazil and Chile) enabled the monitoring of 1,105 vehicles.

"Our GPS fleet tracking system has allowed us to improve the monitoring of driving behaviour and generate greater compliance with traffic regulations, making it safer to drive on the road and in the fields". Ricardo García. QHSE Manager in Latam

HEALTH SURVEILLANCE

Applus+ has local health surveillance programmes to assess the physical fitness of its employees when they join the Group and on a regular basis through specific medical check-ups in respect of the job position and the activity carried out. To deliver these programmes, we use external medical services, in accordance with local regulations among other requirements. Collectively, we carry out epidemiological studies to identify incidents on health that could be work related.

Moreover, in some countries, Applus+ provides access to medical services to its employees for non-work related health issues.

FOLLOW-UP AND RESULTS

To monitor the performance of health and safety and the Group's safety culture, we have a reporting procedure that applies to the Group's overall activities at a worldwide level. This process goes beyond collecting accident rates or reactive indicators' data, it also includes proactive indicators that refer to the Group's performance in the H&S Engagement Programme.

The local representatives for QHSE are responsible for reporting accident data using the BPC tool. The corporate department reviews and consolidates the data and prepares the related reports for forwarding to the management team and the Board of Directors as part of their regular review of the process. The accident indicators16 for the last two years are as follows.

HEALTH AND SAFETY INDICATORS 2021 2022
Working hours (in thousands) 48,383 52,168
Fatalities 0 0
Fatality rate 0.00 0.00
Number of high-consequence work-related injuries 0 0
Rate of high-consequence work-related injuries 0.00 0.00
Recordable cases 247 250
Total recordable cases frequency (TRCF) 1.02 0.96
Total recordable cases frequency (TRCF) Female rate 0.09 0.15
Total recordable cases frequency (TRCF) Male rate 0.93 0.81
Lost time injury frequency (LTIF) 0.91 0.66
Lost working days 6,880 5,626
Severity 0.14 0.11
Severity Female rate 0.02 0.01
Severity Male rate 0.12 0.10
Professional illness 0 0
Professional illness Female 0 0
Professional illness Male 0 0

16 GRI 403-9 and GRI 403-10 - In some countries where we operate, musculoskeletal disorders are classified as accidents as opposed to professional illnesses. As a consequence, we adopted this criterion globally for data consistency. Therefore, any cases of musculoskeletal disorders have been included as accidents in the calculations.

The three accident rates, TRCF, LTIF and severity rate, evidence a decreasing trend, with a relevant reduction of the figures.

The main causes of the accidents in the Group in 2022 were, as in prior years, slips and trips and over-exertion.

In the analysis, for the contribution-by-gender to the accident rates in relation to the proportion of our employees, no bias or significant differences regarding the exposure to hazards and their consequences are observed.

07. THE ENVIRONMENT

Approach to Environmental Management

GRI 2-23, GRI 2-24, GRI 201-2, GRI 302-1, GRI 302-2, GRI 302-3, GRI 302-4, GRI 302-5, GRI 303-1, GRI 303-2, GRI 303-3, GRI 305-1, GRI 305-2, GRI 305-3, GRI 305-4, GRI 305-5, GRI 306- 1, GRI 306-2, GRI 306-3, GRI 306-4, GRI 306-5, GRI 308-1, GRI 308-2

Applus+ is continually reinforcing its environmental commitments. From internal policies and management systems to the ambitious target validations by SBTi adhesion, our environmental strategy is aligned with our brand, Together Beyond Standards.

GOVERNANCE

Corporate Quality, Prevention and Environment Policy governs our operating rationale to achieve the preservation of the environment. We develop our policy based on continuous improvement within safe, healthy and sustainable conditions. These guidelines are endorsed by our CEO, and all Applus+ employees are aware of the policy to which they are duty bound to comply with.

The Applus+ Environmental Best Practices Guidelines defines clear guidelines on how to reduce energy consumption at the Group's facilities, as well as fuel consumption, both in fleet vehicles and in private cars. The Guide also addresses the management of waste, thereby minimising our environmental impact.

ENVIRONMENTAL MANAGEMENT SYSTEMS

The commitments set forth in our policy are implemented through Environmental Management Systems (EMS), according to the international standard ISO 14001 or the European EMAS regulation.

54%

Calculated as the percentage of revenue generated by legal entities certified by a third party

"Our customers value that our EMS is periodically audited by third parties because this ensure their suitability, effectiveness and respect for the environment." Irache Visiers, Quality Manager, Energy & Industry Division.

ENVIRONMENTAL ASPECTS

Our main environmental aspects are related to energy consumption, its associated greenhouse Gas (GHG) emissions, water consumption and waste generation.

Energy consumption

The energy consumption derived from our operations is from the consumption of electricity and fuels such as petrol, diesel or natural gas, largely due to lighting, air conditioning and operation of equipment, as well as the use of fleet vehicles.

Within the framework of our management strategy, improving energy efficiency is one of our main objectives, which entails reducing energy consumption.

GHG Emissions

One of the main consequences of our energy consumption is the generation of greenhouse gas emissions. These emissions can be both direct, produced by sources controlled by the Group, and indirect, derived from the consumption of electricity and sources that are not owned by the company, including those of our entire value chain.

Most of our emissions are generated in the value chain, since they include the activities carried out upstream and downstream for the undertaking of our services, namely emissions from employees' travel and commuting and purchased goods and services.

"Our management strategy is based on reducing consumption, choosing renewable sources and off-setting residual emissions." Adrià Medina, Environmental Specialist QHSE Corporate.

Water consumption

Water usage forms part of our commitment to the efficient use of resources.

At our facilities, water is mainly used for sanitation, and the largest consumption is concentrated in a few closed-circuit vehicle-testing facilities, which have water reuse systems to minimise consumption.

Waste Generation

The Group's waste generation is basically concentrated in our testing activities. We have thereby defined procedures to manage waste in terms of waste prevention and recycling.

The activities of the Applus+ Group do not generate direct impacts on biodiversity; and the location of our facilities does not pose any risk for the natural areas of the countries where the Group operates.

RECOGNITIONS

The recognition Applus+ receives for its commitment to improve its environmental performance gives us great satisfaction and encourages us to keep on working harder and smarter in the future.

Applus+ presents its commitment to transparency by disclosing its environmental performance through the annual CDP questionnaire. For the fifth consecutive year, the organisation has awarded the Applus+ Group a "B" rating, which is higher than the sector's rating and the global average.

Applus+ is among Europe's Climate Leaders according to The Financial Times

This is the second edition of the Financial Time's list of Europe's Climate Leaders. This annual survey identifies the European companies that have achieved the greatest reduction in the intensity of their Scope 1 and 2 greenhouse gas (GHG) emissions over a 5-year period (2015- 2020).

This distinction highlights the Group's firm commitment to improve its environmental performance and encourages us to continue working on our emissions reduction plan in our fight against climate change.

Commitments and targets

SCIENCE BASED TARGETS INITIATIVE (SBTI)

At Applus +, we understand that the private sector has an obligation to contribute to the fulfilment of the objectives of the Paris Agreement, which aims to prevent the increase in the average global temperature of the planet from exceeding 2ºC with respect to pre-industrial levels and also seeks to promote additional efforts to ensure that global warming does not exceed 1.5ºC.

Conversely, the Group has joined the Science Based Targets initiative (SBTi), in which more than 2,000 companies participate worldwide, and which collaborate with the most influential organisations in the field of climate change.

We have defined short-term reduction goals, by 2030, in line with the 1.5ºC scenario, which have already been validated by SBTi, and set a long-term goal with the ambition to become a net-zero carbon company by 2050, following the SBTi Net-Zero standard.

The commitment to net-zero emissions has allowed the Group to be part of the "Business Ambition for 1.5 ºC" campaign and the UNFCCC "Race to Zero" Campaign, which brings together entities from 120 countries to completely eliminate emissions by 2050.

"Our customers value very positively our environmental commitment embodied in our GHG emission reduction targets recognized by the SBTi". Santiago Rodríguez. Director of Business Development Energy & Industry Mediterranean

TARGETS

We set ambitious GHG emission reduction targets to drive concrete actions towards everimproving and sustainable environmental performance. Our continued efforts in reducing emissions are an important step towards a greener, more sustainable future for all.

To meet these targets, we revised our guide of good environmental practices to encourage the reduction of energy consumption in our daily management, and we implemented action plans to improve energy efficiency in our operations. In addition, we have devised a new policy to hasten the transition to a fleet of eco-efficient vehicles and the usage of electricity from renewable sources for our facilities.

The reductions mentioned are related to the base year (2019).

MAIN HIGHLIGHTS FOR 2022

During 2022, we actively expanded our accounting and reporting of emissions to establish more adequate measures to reach our overall goals.

As a result of the Group's new acquisitions, we have recalculated base-year
emissions in compliance with the GHG protocol and our internal policy
Environment
(Environment Basis of Reporting) in order to ensure an accurate
basis of reporting
comparison of the data with the reference year.
We have expanded previous years' waste data to cover 27% of the Group's
operations.
66% of the Group's operations consume electricity from renewable sources.
Our near-term emission reduction targets have been validated by the Science Based
Targets initiative (SBTi).

Climate change

As a sustainable business, at Applus+ we understand that the company has a responsibility to act on climate change and support the transition to a low-carbon future.

We have set science-based targets with the ambition of becoming a net-zero carbon company by 2050.

In line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), we are committed to openly disclosing climate-related risks and opportunities, as well as our management, strategy and financial risk implications associated with the decarbonisation of our operations.

The plan encompasses all the Group's operations and all of its subsidiaries and facilities in the different countries.

GOVERNANCE

SUPERVISED BY THE BOARD OF DIRECTORS

The Board of Directors is responsible for monitoring climate change issues within the ESG framework, a responsibility that cannot be delegated to other levels of the organisation. To carry out this supervision effectively, the Board established the ESG Committee consisting of three Board members (the Chairman and two independent directors) who meet on a quarterly basis.

The committee is responsible for defining and promoting the Group's ESG strategy, ensuring the implementation and deployment of activities to operate sustainability, including climate-related actions, the Code of Ethics and good environmental practices, as well as of coordinating the process for reporting non-financial information.

The Group has focused its 2022-2024 ESG strategy on sustainability in relation to climate change. The strategy's effective implementation and compliance is carried out by the management and internal teams. However, the Board of Directors, through the ESG Committee, oversees its compliance according to key indicators and objectives, and they take the appropriate steps to optimise the results.

MANAGEMENT ROLES

The Applus+ Group's structure ensures that climate-related actions are monitored, controlled and managed by all management levels of the organisation. Each level has clearly defined responsibilities and short-, medium- and long-term targets aimed at reducing our carbon footprint.

  • Board of Directors: This is the highest corporate body that oversees ESG performance, including climate change actions. The directors supervise, manage and control these actions, ensure Applus+ commitment, and stress its significance for the company. The Board reports to the Shareholders' Annual Meeting and delegates the implementation of the Group's ESG and climate change strategy to the ESG Committee.
  • ESG Committee: Oversees the adoption and management of policies and other good governance practices, and submits proposals to the Board for their consideration. The ESG Committee reports quarterly to the Board and provides a yearly report on the progress of its duties.
  • The CEO deploys the actions defined in the committee to the operational level through the functional managers. The CEO delegates issues related to climate change and other environmental issues to the Vice-President of HSQE.
  • The Vice-President of HSQE is responsible for the deployment and the follow-up of the actions and agreements. Environmental management, including climate change issues, is deployed to different countries through the HSE teams. The Divisions have appointed HSE managers in each country, For Energy & Industry Division, due to their size, they have also been appointed regional HSQE managers in six regions. These managers are responsible for the deployment of the action plans at the country level, and for achieving the goals and targets.
  • Environmental performance is monitored four times per year using the ASM tool. This data is bolstered at a group level with indicators being defined to measure performance in line with the targets set, which allows to compose a global overview to report to the ESG Committee.
  • The Internal Audit Department carries out internal controls over policies and reporting processes, such as the compiling of energy consumption and CO2 emissions calculations.

From 2022 onwards, ESG targets are included in the Group's retribution scheme.

The Board of Directors has established targets based on our sustainable development goals in matters relating to integrity, diversity, safety and health, and decarbonisation.

STRATEGY

EVALUATION OF RISKS AND OPPORTUNITIES

Our strategy covers three-time frames:

Short term <3 years
Medium term 3 – 6 years
Long term > 6 years

The materiality of ESG risks is the same as the one established in the financial risk framework and totals €10M.

The outcome of the risk assessment feeds our financial strategy and planning. This covers the action plans to reduce our emissions and mitigate climate change, and in the definition of our service portfolio, the location of our facilities and new acquisitions.

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17 Engineering, testing and homologation services for automotive sector

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Completing the assessment, we are working on scenario analysis to insert these into future reports, which will help us improve our financial reporting on climate change.

The current backdrop is complicated, as governments are firmly committed to the transition to zero emissions. This leads to increased market concerns, the emergence of new regulations and other financial instruments that push industry and services towards the same goal. The challenge is difficult to meet globally, and therefore, the need and demand for sustainability-related services will increase, which presents an opportunity for the Group.

This increase in demand motivates the investments that Applus+ has made in recent years in the renewable-energy or sustainable-mobility sector, gradually and significantly reducing the Group's stake in other more traditional sectors such as Oil and Gas, which allows us to be better prepared to address this new situation.

The opportunities identified in this context involve risks that are mitigated by the nature of our activities. We are present in over 65 countries, where inspection and certification activities are carried out on site, providing the flexibility to adapt to any situation of change of our customers and their supply chains and allowing us to redirect services within our internal network in the face of disruptions due to extreme weather events.

We do not foresee material impacts due to aspects related to climate change in our business. We are service providers and do not operate in a regulated emissions sector. From a physical-risks perspective, to date the financial impact of these phenomena on the Group's operations has been low since the events have been scant and one-off. On the other hand, given the geographical diversity of our operations, the likelihood that they will occur simultaneously in many localities is considered to be low.

We identify risks and manage them appropriately, so we do not anticipate relevant impacts. Furthermore, we have plans to take full advantage of the opportunities that climate change presents, which will more than compensate for the possible impacts that, although limited, could occur.

RISK MANAGEMENT

At Applus+, risks related to climate change have been incorporated into our risk management framework. In doing so, we ensure these risks are being managed appropriately to minimise potential negative impacts, while enhancing the impact of opportunities. The risk assessment and management tool enable decisions to be made at all levels of the organisation, from key stakeholders and the Board of Directors to the Group's executive team.

The phases of our risk management cycle are:

  • Identification
  • Measurement
  • Management
  • Monitoring
  • Report

The indicators we use to measure and manage risks and opportunities related to climate change are described on our website and in the Sustainability, Environment Goals and Annexes sections of this report.

Energy and Emissions

Our environmental impact monitoring system deploys a battery of indicators that allow us to evaluate energy and emissions data along our entire value chain, forming the basis for decisionmaking.

The standards, methodologies, assumptions, calculation tools and sources of the conversion factors used for the different indicators are defined in Environment basis of reporting.

ENERGY

In 2022, the energy intensity per employee18 was 39.24 GJ/employee, so it represents an increase of 2.9% compared to last year. The increase in this value is attributed to the recently acquired companies with a higher energy consumption rate per employee, due to the specifics of their operations. To ensure a sustainable and efficient performance, these additions will undergo a rigorous energy optimization, in line with the standards set by the Group.

At Applus+, the search for and development of energy streamlining initiatives is encouraged in all our operations with the aim of reducing our energy consumption and gain from the environmental and economic benefits it entails.

18 El indicador de intensidad energética abarca el consumo energético dentro de la organización e incluye los tipos de energía de combustible, electricidad y calefacción urbana.

CASE STUDY: Fleet Vehicle Telemetry
Type of energy Energy reduction
Fuel 82GJ

In 2022, Applus+ applied the GeoTab Telematics fleet-vehicle telemetry system to our US fleet. Its implementation required intense collaboration internally and with our partners, who enabled the state-of-the-art technology of this system to be rapidly deployed in 500 vehicles.

As a result, we have been able to reduce the size of the fleet by more than 20% through the use of real-time GPS tracking. The system has also allowed us to obtain reliable data on the daily mileage and fuel consumption of individual vehicles, providing us with better information and reducing our carbon footprint.

Through streamlining routes, our clients can expect a greater reduction in fuel use and CO2 emissions, a more specific use of the fleet and greater driver safety through the implementation of new software developments.

CASE STUDY: LED lights at Swedish vehicle-inspection stations

Type of energy Baseline
Electricity 2021 244 GJ

Most our statuary-vehicle.inspection stations in Sweden were built during the 1980s, and over the years, their lighting systems have become obsolete.

To rectify this, Applus+ has launched an overhaul plan to replace outdated light fitting with LED lights. Now, when a lighting device needs replacing, the unit is replaced with LED technology.

LED technology offers a number of benefits, including a longer service life and higher energy efficiency as it uses significantly less electricity. In addition, our employees can enjoy broader light throughout the year.

We will replace 200 light fittings in lifts, which will reduce our electricity consumption by 21,840 kWh per year, and 198 light fittings in inspection pits, which will reduce our consumption by 46,000 kWh per year.

The transition to LED lighting will improve our environmental performance in the inspection services offered to our customers.

The implementation of these initiatives saved 326 GJ.

EMISSIONS19

In 2022, the emission intensity per employee20 was 2.14 tCO2eq/employee, so it represents a reduction of 34% compared to the base year (2019).21

CASE STUDY: More renewable energy
Scope Type Emission Reduction
Scope 2 14,929 tCO2eq

Applus+ has gone a step further in the acquisition of electricity from sources of 100% renewable origin by extending the scope of this initiative within more countries in the company.

In 2022, new projects were incorporated, resulting in 66% of the Group's operations using electricity from renewable sources.

Through this initiative, we have managed to bring the volume of electricity from renewables to 67 GWh, which represents a saving of more than 14,929 tCO2eq emitted. Furthermore, we achieved a reduction of 65% in greenhouse gas emissions compared to what we would have emitted without the incorporation of renewable energy sources.

19 Scope 2 according to market-based methodology.

20 The emission-intensity indicator covers direct (scope 1) and indirect emissions (scope 2).

21 We have complied with the sustainability criteria agreed in the line of credit with Caixabank.

Water

The water consumed by Applus+, categorised as fresh water, comes from groundwater and water from third parties, generally managed by the municipality. The uses of water in the organisation can be classified into four categories: testing, sanitary use, irrigation of green areas and human consumption.

The most intensive use of water is found on the vehicle test tracks, particularly at our facilities in Tarragona (Spain) and Shandong (China), since both locations account for a large part of the Group's consumption.

At the Spanish site, water is mainly used for tests carried out on four of the fourteen tracks (two braking tracks, one track for driving on wet surfaces and one track for fatigue testing). To minimise this consumption, the water is filtered and recirculated for reuse, without requiring oil and grease separators. Control processes include determining pH levels, conductivity and osmosis treatment.

Due to the nature of the facilities and services provided, the Group's divisions do not generate a significant impact related to the usage of water.

Waste

At Applus +, we believe that our environmental commitment should go beyond ensuring that our waste is properly treated. In addition, the commitment should also avoid the generation of negative impacts on soil and water, and allow us to move towards a 7R circular model:

We have published the Environmental Best Practices Guidelines, which covers the guidelines for waste management in the Group. This document defines our behaviour to minimise the environmental impact of the activities developed by Applus+, applying the pillars of the circular economy.

All employees must apply these good practices to manage the waste generated, both in our offices and in the provision of our services at our client's facilities.

At the Group's facilities, waste is segregated when the country has a public or private infrastructure that makes recycling and selective treatment possible. The managers of the work centres are responsible for providing the necessary resources to comply with these management policies, as well as for controlling their application.

Waste typology, despite being diverse, is concentrated in construction waste, household and similar wastes and finally rubber waste.

Due to the nature of the facilities and services provided, the Group's divisions do not generate a significant impact related to waste.

The waste information covers 27% of revenue in 2022.

CASE STUDY: Car Recycling in Denmark

At Applus+, we have embarked upon a close collaboration with a recycling company in Denmark to extend our sustainability strategy to our customers.

This collaboration will make it considerably easier for owners to deliver cars to 65 inspection stations across the country for the reuse of up to 95% of the vehicles' components in other vehicles.

Through this initiative, sustainable scrapping of vehicles will be easier in Denmark by providing more delivery points and making them more accessible at a local level. It is estimated that, of the 100,000 vehicles that are scrapped each year in Denmark, about 2,500 of these will be recycled through Applus+ in the recycling service's first year.

"Together we will be able to combine our talents and skills to create a much more environmentally friendly approach and ensure the proper management of vehicle scrapping in our country." Martin Schultz, B2C Commercial Director of Technical Inspection of Vehicles in Denmark.

08. VALUE TO COMMUNITY

GRI 413-1

Social action

Applus+ is firmly committed to the local communities in the countries and regions where we provide services. We play a role in promoting all three pillars of sustainable development: economic, social and environmental.

Through our social action initiatives, we look to support the most disadvantaged groups, those who suffer from poverty, illness or discrimination, and we spread our values of diversity, equality and inclusion.

CASE STUDY: LAPTOPS FOR CHILDREN IN INDONESIA

Through our "Giving Back" social responsibility programme, we continue to support the most vulnerable people in Indonesia. In 2022, we distributed laptops to children in Lombok thanks to the collaboration agreement with the Fiona Unity Foundation.

The pandemic restrictions had made it difficult for children to continue with their education. Therefore, our aim was to ensure that they had access to appropriate learning devices.

Through this programme, we work closely with the community to improve the quality of life of children and their access to education, promoting lasting changes in vulnerable families, not only in Lombok, but also in nearby areas.

"We are committed to the people around us, especially those most in need. The Applus+ "Giving Back" programme represents our social commitment to uplifting the community in Indonesia."

Joseph Peries, Director of Applus+ in

Online charity market in Spain

Indonesia

Applus+ annually organises solidarity Christmas markets in various offices in Spain, as part of our collaboration agreement with the Prodis foundation.

They sell various products made by young people with intellectual disabilities. The profits go to the training and these young people's social and workforce inclusion.

This initiative is part of our goal of fostering a working atmosphere that is diverse and inclusive, through which we seek to consolidate the incorporation of people with disabilities at a global level.

Kilo-clothing project in Spain

Thanks to a collaboration agreement with a clothing recycling company, we have placed donation bins throughout our network of statutory-vehicle-inspection stations in Galicia (Spain).

Each year, the company provides one kilogramme of food for every 10 kilogrammes of clothing collected. Our aim is threefold:

  • We collaborate with a company that promotes the employment of the most disadvantaged groups in our community.
  • We donate food to organisations whose aim is to help people in greatest need.
  • We collaborate in the process of recovering textile waste.

In 2022, we collected 13,720 kilogrammes of clothing and donated around 1,000 kilogrammes of food to the Vigo Food Bank.

CASE STUDY: APPLUS+ WITH UKRAINE

Applus+ joined the Companies For Ukraine project, part of the "Empresas Que Ayudan" (Companies that Help) programme, run by the Spanish Confederation of Business Organisations (CEOE).

The programme works as a digital platform, with training and employment offers to help Ukrainian refugees. This facilitates their full, long-term inclusion by helping the displaced persons find decent employment and offering them free training.

We post all vacancies on the platform in Ukrainian, English and Spanish languages. Thirty per cent of all vacancies are posted by Applus+, which has been chosen, together with another Spanish company, as a model enterprise for the project.

We have already made the first recruitments within the framework of this initiative.

"We want to give every Ukrainian refugee the opportunity to have a decent job to help them successfully integrate into Spanish society. I am particularly proud to be involved in this type of initiative launched by Applus+ at a critical time like this." Cristina Méndez, Talent Acquisition Specialist.

Sponsorship of children from Colombia's indigenous communities

The Applus+ team in Colombia has a social programme that consists of sponsoring children from the Wayúu indigenous communities in the department of La Guajira, who face conditions of extreme poverty and suffer discrimination and racism simply because they are indigenous.

Through this program, we delivered clothes, toys and school supplies to 240 children during the Christmas holidays of 2022.

With this initiative, Applus+ supports the Wayúu communities, one of the most vulnerable populations in Colombia.

Supporting communities in Canada affected by tropical storm Fiona

Tropical storm Fiona hit Port aux Basques in Canada, causing significant damage and devastating properties, which took a long time to clean and restore. Considerable local effort was needed to restore electricity, remove fallen trees and debris so that the residents could return to their homes.

Many Applus+ employees in Fort McMurray are from the Port aux Basques region or graduates of the university in the area, so the devastation caused by the storm had a profound effect on our teams and their community.

The regional managers at Applus+ in Canada helped by donating clothing, and our employees sent financial donations to the city of Port aux Basques.

Sporting challenge to help a hospital in the Netherlands

Applus+ has made a financial contribution to support a major sporting initiative that has benefited the community.

A rowing team travelled over 6,000 km in 60 days from New York to Rotterdam, raising 600,000 euros to build two new rooms in a children's hospital in the Netherlands. These will allow the families of sick children to be close to them in a welcoming atmosphere.

With this initiative, Applus+ helps children recover from serious illnesses in the best conditions.

Other initiatives

  • In the UK, we donated £1,000 to the BIG Hearts Group, which supports young carers with family members, parents or siblings with a terminal illness.
  • Once again, in 2022 we sponsored the Solidarity Race organised by the Autonomous University of Barcelona (UAB) in Spain, whose 2022 edition aimed to raise awareness about the importance of cardiovascular health.
  • We participated in the "Gran Recapte d'Aliments" (Big Food Drive) initiative organised by the Barcelona Food Bank to collect funds for the purchase of fresh and chilled products.
  • We provide financial donations to organisations that support people with some type of dependency. Every year, we donate 30,000 euros to the Adcor foundation and 3,000 euros to the Prodis foundation. In 2022, we also donated 1,000 euros to the Red Cross, who provides international humanitarian aid.

Contribution to development

Our services support the implementation of key projects for a country's structural development, thereby contributing to economic and social growth locally.

To promote economic activity and increase the quality of life in local communities, the Applus+ Group's make essential contributions to improve transportation networks, drinking water infrastructure and energy supply networks, as well as wastewater collection, sewage treatment infrastructures, and professional training.

Our recruitment and supplier selection policy demonstrates the company's strong commitment to local employment, which contributes to the development of the countries where we operate and provide our services.

CASE STUDY: PORTO METRO EXTENSION

We are providing instrumentation and monitoring services for the expansion of the Yellow Line of the Porto metro, which connects Santo Ovídio with Vila d'Este. This extension will help reduce congestion in city by lowering the circulation of 17,000 cars and subsequent emissions.

The extension is 3.15 km, with three new stations: Manuel Leão, Hospital Santos Silva and Vila d'Este. The extended route runs underground through tunnels and viaducts, as well as above ground.

We use SIGTUN, our proprietary custom-designed monitoring technology, which monitors the performance of a project in the field using digitalised cartography and the location of every single instrumentation device.

Social participation in the construction of a power line in Colombia

For the construction of a 500kv power line in the department of La Guajira (Colombia), Applus+ provided operational-support services for the development of first-round consultations and participation processes of the local communities present in the area. The local community participated in over 100 meetings organised by Applus+ during the development of this project.

Technical training for the development of professionals in Saudi Arabia

Applus+ has developed a training programme to enhance the skills of our Saudi apprentices and develop their technical knowledge as QA/QC inspectors, as part of our commitment to the country's development (Vision 2030).

CASE STUDY: AIRPORT WORKS IN CHILE

The Applus+ team in Chile is providing support and advisory services to the tax inspector in the concession contracts for airport works, ensuring faithful compliance.

We provide a multidisciplinary team of professionals based on-site, which allows us to fully address the scope of the contract, including legal advice, management and business, infrastructure, equipment and systems, operation and quality of services, environment, risk prevention, contractual milestones, exploitation and operation, and the monitoring of infrastructure, equipment and systems at the facilities in Antofagasta, Chile.

Community health and wellbeing

For Applus+, being part of the community means providing services that improve safety, protect health and enhance the wellbeing of the people who live within our various locations.

We supervise the construction sites of projects boosting healthcare infrastructures, contribute to improving road safety through multiple services, and verify the integrity of infrastructures that store or conduct hazardous substances.

In totality, we provide a complete portfolio of services for a wide range of industries that prevent damage to human health and the environment.

CASE STUDY: GROWING UP HEALTHY, NUTRITION AND HEALTH IN GUATEMALA

The Applus+ team in Guatemala is supervising infrastructure works for the renovation and construction of 63 health posts in coordination with the staff's delivery unit of the project "Crecer Sano: Nutrition and Health in the Republic of Guatemala".

In our service portfolio, we include construction-supervision services and technical assistance for infrastructures, as well industrial and occupational safety. These services cover understanding the project's needs to the validation of equipment.

Applus+ also provides administrative and financial supervision to allow for an optimal administrative and operational control of the project, and we deliver environmental control to guarantee compliance with the environmental mitigation plan.

Gas-pipeline weld inspection in Germany

With our NDT services, the Applus+ team in Germany contributes to providing a safe gas supply by ensuring the quality of the welded joint connections along the three-kilometre pipeline linking the LNG terminal in Brunsbüttel to the German natural gas grid.

Our team will also monitor the quality of the welded joints on the new 55 km pipeline connecting Brunsbüttel to Hamburg to meet the growing demand for gas along this route

Winter tyre testing in Finland

Applus+ and UTAC Ivalo join forces to provide tyre adherence testing services for tyre modelling and the characterisation of specific parameters of tyre behaviour in winter conditions.

This new service will be performed by using the state-of-the-art tyre testing equipment (Skid Trailer) and UTAC Ivalo testing facilities (Finland) at Applus+.

These tests facilitate the design of safer tyres in wintery conditions.

CASE STUDY: PRESSURE VESSEL INSPECTION IN INDONESIA

Applus+ in Indonesia has completed a significant In-service Pressure Vessel Inspection project in the country's largest geothermal power plant located in Kamojang, West Java.

The inspection involves a wide range of equipment used including Welding Gauge, Magnifying Glass and Torch Light, and NDE Equipment (MT, PT & UT).

At Applus+, the focus of the work-scope is to limit risks to health, safety and the environment in our client's areas of operation.

09. FINANCIAL INFORMATION

European taxonomy

PRELIMINARY CONSIDERATIONS

In June 2020, the European Parliament approved the European Taxonomy Regulation (Regulation 2020/852). This aims to establish a classification system for environmentally-sustainable economic activities to facilitate the flow of capital and investments and to assess the environmental sustainability of an investment.

Activities are qualified as environmentally sustainable when these:

    1. Comply with the technical-screening criteria established by the European Commission.
    2. a) Make a substantial contribution to one or more of the environmental objectives:
      • Climate-change mitigation
      • Climate-change adaptation
      • The sustainable use and protection of water and marine resources
      • The transition to a circular economy
      • Pollution prevention and control
      • The protection and restoration of biodiversity and ecosystems
    3. b) Do no cause significant harm to other environmental objectives.
    1. Meet minimum social safeguards based on: the guidelines of the Organisation for Economic Cooperation and Development (OECD) for multinational companies; the guiding principles of the United Nations on business and human rights; and the principles and rights established in the eight fundamental conventions referred to the International Labour Organization's Declaration on Fundamental Rights and Principles at Work and the International Bill of Human Rights.

THE TAXONOMY APPROACH

This covers a wide spectrum of sectors, which represent22 93.21% of GHG emissions within the European Union, with a focus towards specific industrial activities, rather than service companies like the Applus+ Group belonging to the TIC (testing, inspection, and certification) sector.

The 2022 report should only include KPIs corresponding to climate-change mitigation (Annex I) and adaptation (Annex II), according to Delegated Regulation 2021/2139 of June 4th, 2021, as well as the subsequent modification of Delegated Regulation 2022/1214 published on March 9th, 2022, regarding economic activities in certain energy sectors. The remaining targets are to be reported from 2024 onwards. As a result, the indicators at present only include part of the activities, and the number of indicators will increase as the new regulations are approved.

TIC SECTOR REPORTING METHODOLOGY

The TIC Council, an international association representing independent Testing, Inspection and Certification companies, of which the Applus+ Group is a full member, has issued guidelines defining the criteria for the application of the European Taxonomy Regulation. The ultimate goal is to have a single document with all the information related to the European Taxonomy Regulation of companies in the TIC sector, which unifies the criteria on the activities that should be considered taxonomically eligible.

22Source:

https://ec.europa.eu/info/sites/default/files/business_economy_euro/banking_and_finance/documents/190618 sustainable-finance-teg-report-taxonomy_en.pdf

In this sense, this guide presents the eligible TIC services referenced in Annexes I and II of the Regulation. TIC services have been classified into four categories according to their level of eligibility within Taxonomy Regulations.

Level 1: TIC services explicitly listed in the Taxonomy Regulation for climate-change mitigation and adaptation.

Level 1.a: TIC services explicitly quoted in the taxonomy.

Level 1.b: TIC services associated to eligible activities through architectural and engineering activities; technical testing and analysis technical consultancy NACE code (M71) and the technical testing and analysis NACE code (M71.2)

Level 2: TIC services implicitly present in the taxonomy but not eligible activities within Taxonomy Regulation.

Level 2a: TIC services included in construction, manufacturing and operation activities of eligible activities.

Level 2b: TIC services requested for the alignment of eligible activities.

Level 3: TIC services that contribute to the environmental objective but are not listed in the Delegated Acts and therefore, in spite their contribution to mitigation or/and adaptation to climate change are not considered as eligible by the Taxonomy.

Level 4: TIC services do not contribute to environmental objectives.

Given the recent application of this regulation and that Spain is a pioneer in the verification data requirement, it is scarce and interpretation criteria are still being built, holding open discussions in some sectors to reach a consensus and homogenize said criteria both at a national and European level. The consensus will require a greater maturity of its implementation and it will take some time.

The reported information in this section only includes Level 1 activities, but not activities identified in the other categories.

Activities eligible for the climate-change mitigation target are often also eligible for climatechange adaptation. Therefore, to avoid double counting for those activities that respond to both objectives, only those under the climate-change mitigation objective will be reported as eligible.

ELIGIBLE ACTIVITIES

A.- Level 1 Eligible Activities

These are the activities explicitly listed in the Taxonomy Delegated Acts: Level 1.a

  • Renewal of water collection, treatment and supply systems, specifically pipeline control and refurbishment activities. (Ref. Annex I – 5.2).
  • Professional services related to energy performance of buildings: certification of energy management systems for buildings, ESCO activities, energy efficiency audits of buildings and services linked to sustainable buildings and the improvement of energy performance of buildings. (Ref. Annex I – 9.3).
  • Building inspection and supervision of electrified infrastructure for rail transport (including materials and product testing). (Ref. Annex I – 6.14).

Level 1.b

Testing/inspection/certification of infrastructures enabling low-carbon road transport and public transport. (Ref. Annex I – 6.15).

ALIGNED ACTIVITIES

According to the Taxonomy, aligned activities must be eligible activities (Levels 12) and that both meet the technical selection criteria established by the European Commission without causing significant damage to the rest of environmental objectives; and are activities developed in compliance with minimum safeguards.

The evaluation of the technical selection criteria consists of two parts. On the one hand the substantial contribution criteria that, for the Applus+ Group, is complex. This is because of the great number of services included in each branch of activity and the multiple projects distributed in numerous countries are not all subject to compliance with the Taxonomy, or because these may be part of small projects or specific services difficult to monitor. In these cases, it is difficult to confirm compliance with these criteria, especially when the contracting is done by a third party, or when some of the requested data is not available from the project manager or it is not monitor by the owner, or when the cost of collecting this data does not justify obtaining it because, even if we did obtain the information, the result in our indicators (KPIs) could be considered inconsequential with respect to the total volume of each KPI of the Group according to the Taxonomy Regulation.

In those cases, where the activities could raise doubts regarding eligibility, a conservative criterion has been adopted by considering them non-aligned.

Where the assessed technical criteria comply, we ensure the activities are not causing significantly harm to the other environmental objectives and the minimum required safeguards are met.

PROCESS OF QUANTIFICATION

The information herein corresponds to the year 2022 and comprises the same scope as the Group's financial information.

Denominator

The information used is published in the Applus+ annual accounts, following the guidelines set out in Annex I of the Delegated Regulationof 6th July 2021:

  • a) Turnover corresponds to the total balance of the Group's net sales.
  • b) In the case of Capex, the denominator figure is the Group's total Capex, which includes investments in intangible assets, investments in property, plant and equipment, investments in assets for rights of use, and assets transferred without consideration.
  • c) In the Opex indicator, only non-capitalised direct costs related to research and development, short-term leases, and maintenance and repairs have been considered. Due to limitations in the identification within the Opex concepts used in the Group's internal accounting, other direct costs related to the daily maintenance of property, plant and equipment assets, by the company, or by a third party to whom activities are outsourced and which are necessary to ensure the continued effective operation of such assets, have been left out of the indicator.

Numerator

  • a) Based on the scheme of eligible activities analysed in the previous financial year, and the Group's business segments (operating divisions used in the consolidation of financial information: the Energy & Industry Division, the Laboratories Division, the Automotive Division and the IDIADA Division), we have identified new activities that could be included as a result of acquisitions or internal developments using the sectorial guidelines, and those that are eligible activities according to Delegated Acts (including the modification published in March 9th 2022 regarding economic activities in certain energy sectors) and which, according to the Taxonomy, could substantially contribute to climate-change mitigation and/or adaptation, in order to determine our potentially eligible activities. We subsequently evaluated their alignment following the criteria indicated in the "Aligned Activities" section above. In those cases where the activities could raise doubts regarding its eligibility, a conservative criterion has been adopted by not including it in the calculation of the numerator therein.
  • b) Some activities are carried out horizontally in various markets where the Group operates, which in the Taxonomy are set for specific markets. In these cases, we have identified the verticals limited to the market in question.
  • c) In both cases, activities at the Applus+ Group have been analysed based on the Taxonomy's classification of eligible activities in compliance with the Delegated Acts that can substantially contribute to climate-change mitigation and/or adaptation: agriculture; environmental protection and restoration activities; manufacturing; energy; water supply, sewerage, waste treatment and remediation; transport; construction and real estate development activities; information and communication; professional, scientific and technical activities; financial and insurance activities; education; human health and social work activities; and arts, entertainment and recreation.
  • d) For both a and b above, only services with a certain relevance have been included, not services whose revenues can be considered inconsequential for purposes within the Taxonomy on the total KPIs. For the remaining eligible (aligned or not aligned) services, we have separately identified the net revenues for 2022, in compliance with the guidelines of Annex I of the Delegated Regulationpublished on 6th July 2021.
  • e) For each of the eligible (aligned and not aligned) activities, both OPEX and CAPEX costs have been included in compliance with the guidelines of Annex I of the Delegated Regulation. Both, in the Opex and Capex indicators are included same costs as those included into the denominator related to eligible activities, and they have been calculated using same percentage these activities represent in relation to the KPI of net revenue over the total volume of the Group's net revenue.

In this regard, the sum of 'CapEx/Opex/Revenues' allocated to eligible (aligned and not aligned) activities, plus that allocated to non-eligible activities, totals the amount reported in the denominator of the KPI calculation, and this is consistent with the breakdowns in the notes to the consolidated financial statements relating to movements in 'fixed assets/operating expenses/Group revenues'.

Process of consolidation information and calculation of indicators (KPIs)

Continuing with last year's exercise, the Divisions provided the associated revenue metrics of eligible activities (splitting aligned from not aligned activities) identified according to the Taxonomyand following the criteria defined in the aforementioned guidelines of the TIC sector.

No extrapolations or estimates have been made of activity data that, due to the nature of the projects, could not be extracted from the individualised information.

REVENUES

Sub
ntia
l
tri
buti
cri
ria
ta
te
s
con
on
DNS
H
cri
teri
a
('Do
Not
Sign
i
fica
ntly
Ha
rm')
es
Eco
ic
acti
viti
nom
es
Absolute
turnover
Proportion
of
turnover
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
Tax
ono
my
alig
ned
orti
prop
o
nof
turn
ove
r
2022
yea
r
Tax
ono
my
alig
ned
orti
prop
o
nof
turn
ove
r
202
1
yea
r
Ca
tego
ry
(ena
blin
g
ctivi
ty
a
or)
Ca
tego
ry
(tra
nsi
tio
nal
ctivi
ty)
a
M€ % % % % % % % S/N S/N S/N S/N S/N S/N S/N Perc
ent
Pe
t
rcen
F T
A‐ T
AXO
NO
MY
ELIG
IBLE
ACT
IVIT
IES
(Tax
d)
A.1
Envi
lly
aina
ble
activ
ities
y‐al
igne
enta
sust
ronm
onom
l
Acti
vi
ties
li
ci
tly
ted
A.1
Leve
1a:
exp
quo
Prof
sion
al
rvice
rela
ted
rfor
of
buil
ding
to
es
se
s
ene
rgy
pe
ma
nce
s
i
fica
tion
for
buil
ding
Ene
t
tem
cert
rgy
man
age
men
sys
s
perf
udi
of
buil
ding
Ene
ts
rgy
orm
a
nce
a
s
Gre
buil
ding
rela
ted
i
en
serv
ces
rvice
ies
Ene
rgy
se
com
pan
9.3 6.2 0.3 100 S S S S S S S 0.30 0.4% F
/
Turn
of
envi
lly
aina
ble
activ
ities
ribu
ting
activ
ities
Leve
l
1
enta
sust
cont
ove
r
ronm
(Tax
alig
ned)
(A.1
)
ono
my‐
6.2 0.3 0.30 0.4%
eleg
ible
activ
ities
that
envi
lly
aina
ble
(Tax
A.2
Tax
not
enta
sust
not
ono
my
are
ronm
ono
my
alig
ned)
A.2
l
Acti
vi
ties
li
ci
tly
ted
Leve
1a:
exp
quo
l
of
coll
and
ply
Ren
ecti
te
trea
tme
nt
tem
ewa
wa
r
on,
sup
sys
s
Pi
peli
Reh
bili
tion
ta
ne
a
5.2 10.2 0.5 0 0.2% T
Buil
ding
and
of
elec
fied
rail
nfra
ins
pect
ion
rvice
ying
tri
i
truc
ture
se
s
s
urve
s
s
Reg
ula
tech
nica
l
trol
and
fety
i
ti
tory
con
sa
ns
pec
ons
Proj
and
ect
t
et
t
man
age
men
ass
man
age
men
rial
and
prod
Ma
ting
te
uct
tes
15.3 0.7 0 0.6% F
A.2
Leve
l
1b:
As
ocia
ted
acti
vi
tes
s
Infr
blin
low
rbon
d
and
pub
lic
truc
ture
tran
port
tran
port
a
s
ena
g
‐ca
roa
s
s
Veh
i
cle
elec
tri
cal
cha
i
ti
rge
r
ns
pec
ons
Hyd
fue
ling
ta
tion
i
ti
roge
n
s
ns
pec
ons
nfra
Elec
tri
cal
urba
i
trol
and
PMA
tran
port
truc
ture
n
s
s
con
QA/
QC
6.15 56.5 2.8 0 0 N N N N N Y 0 2.1% F
of
eleg
ible
lly
ble
(Tax
alig
ned)
(A.2
)
Turn
activ
ities
envi
aina
not
enta
sust
not
ove
r
ronm
ono
my‐
82.0 4.0 2.8%
TOT
AL
A1+
A2
88.3 4.3 3.2%
B‐ T
AXO
NO
MY
NO
T
ELE
GIB
LE
ACT
IVIT
IES
of
eleg
ible
(B)
Turn
ctivi
ties
not
ove
r
a
1961
.7
95.7
(A+
B)
TOT
AL
2,04
9.90
100

CAPEX

Sub tia
tan
s
l
trib
con
utio cri
n
ia
ter
cri
te
ria
('Do
Not
es
Sig nifi
can
tly
H
Eco
mi
ivit
ies
act
no
c
Code(s) Absolute
capex
Proportion
of
Capex
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
Tax
ono
my
alig
ned
tio
pro
por
n
of
cap
ex
202
2
yea
r
Tax
ono
my
alig
ned
tio
pro
por
n
of
ca
pex
202
1
yea
r
Ca
teg
ory
(en
abl
ing
act
ivi
ty
or)
Ca
teg
ory
(tra
nsi
tio
n
al
ivi
ty)
act
M€ % % % % % % % S/N S/N S/N S/N S/N S/N S/N Per
t
cen
Pe
nt
rce
F T
A‐
TA
XO
NO
MY
ELI
GIB
LE
AC
TIV
ITIE
S
iron
lly
tain
able
acti
viti
(Ta
lign
ed)
A.1
Env
nta
me
sus
es
xon
om
y‐a
A.1
Lev
el
1a:
Act
ivi
tie
lici
tly
ted
s
exp
quo
fes
nal
rela
ted
for
of
bui
ldin
Pro
sio
vice
to
ser
s
ene
rgy
per
ma
nce
gs
ti
fica
tio
for
bui
ldin
Ene
ent
tem
rgy
ma
nag
em
sys
cer
n
gs
Ene
for
aud
i
of
bui
ldin
ts
rgy
per
ma
nce
gs
bui
ldin
rela
ted
Gre
vice
en
g
ser
s
Ene
vice
nie
rgy
ser
com
pa
s
9.3 0.3 0.4 100 S S S S S S S 0.4 1.2% F
of
lly
able
/
trib
el
Cap
Ex
iron
tain
acti
viti
utin
acti
viti
Lev
1
nta
env
me
sus
es
con
g
es
(Ta
lign
ed)
(A.1
)
xon
om
y‐a
0.3 0.4 0.4 1.2%
0
A.2
Tax
eleg
ible
acti
viti
tha
iron
lly
tain
able
(Ta
t
not
nta
not
ono
my
es
are
env
me
sus
xon
om
y
)
alig
ned
el
ivi
tie
lici
tly
ted
A.2
Lev
1a:
Act
s
exp
quo
Ren
al
of
col
lec
tio
and
ply
ter
tre
tme
nt
tem
ew
wa
n,
a
sup
sys
s
eli
Reh
abi
li
Pip
ta
tio
ne
n
5.2 0.1 0.1 0.1% T
Bui
ldin
ins
tio
vice
and
ing
of
ele
ctri
fie
d
rail
i
nfra
tru
ctu
g
pec
n
ser
s
sur
vey
s
res
Reg
ula
hni
cal
l
and
fety
i
tio
tory
tec
tro
con
sa
ns
pec
ns
Pro
jec
and
t
ent
et
ent
ma
nag
em
ass
ma
nag
em
rial
and
duc
Ma
te
t
tes
ti
pro
ng
6.14 0.7 1.1 0.9% F
A.2
Lev
el
1b:
As
oci
ted
ivi
act
tes
s
a
Infr
blin
low
rbo
d
and
pub
lic
tru
ctu
tra
t
tra
t
as
re
ena
g
‐ca
n
roa
ns
por
ns
por
Veh
icle
ele
cal
cha
ctri
ins
tio
rge
r
pec
ns
Hyd
fue
ling
tio
ins
tio
ta
rog
en
s
n
pec
ns
Ele
ctri
cal
urb
i
nfra
l
and
PM
A
tra
t
tru
ctu
tro
an
ns
por
s
re
con
QA/
QC
6.15 0.6 1.0 0 0 N N N N N Y 0.8% F
(Ta
)
(A.2
)
Cap
Ex
of
eleg
ible
acti
viti
iron
lly
tain
able
alig
ned
not
nta
ot
es
env
me
sus
xon
om
y‐n
1.5 2.2 1.9%
TOT
AL
A1+
A2
1.7 2.6 3.0%
B‐ T
AX
ON
OM
Y
NO
T
ELE
GIB
LE
AC
TIV
ITIE
S
(B)
Cap
Ex
of
ele
gib
le
ivi
tie
not
act
s
64.4 97.4
(A+
B)
TO
TA
L
66.
1
100

OPEX

Sub
s
tial
tan
con trib
uti
cri
on
ria
te
('Do
es
DNS
Not
H
cri
Sign
i
teri
a
fica
ntly
Ha rm'
)
Eco
ic
act
ivit
ies
nom
Code(s) Absolute
Opex
Proportion
of
Opex
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water
and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
Ta
xon
omy
alig
ned
ti
pro
por
on
of
Ope
x
yea
r
202
2
Ta
xon
omy
alig
ned
ti
pro
por
on
of
Ope
x
202
1
yea
r
Ca
teg
ory
(en
abl
ing
ctiv
i
ty
a
or)
Ca
teg
ory
(tra
nsi
tion
al
acti
vi
ty)
M€ % % % % % % % S/N S/N S/N S/N S/N S/N S/N Perc
ent
Perc
ent
F T
A‐
TAX
ON
OM
Y
ELIG
IBL
E
ACT
IVIT
IES
tally
ble
(Tax
alig
ned
)
A.1
Env
iron
sust
aina
acti
vitie
men
s
ono
my‐
l
lici
tly
ted
A.1
Leve
1a:
Acti
vi
ties
exp
quo
Prof
rfor
of
sio
nal
ices
rela
ted
bui
ldin
to
es
serv
ene
rgy
pe
ma
nce
gs
Ene
i
fica
tion
for
bui
ldin
ent
tem
cert
rgy
ma
nag
em
sys
gs
rfor
udi
of
bui
ldin
Ene
ts
rgy
pe
ma
nce
a
gs
Gre
bui
ldin
rela
ted
ices
en
g
serv
ice
ies
Ene
rgy
serv
com
pan
9.3 0.04
4
0.04 100 S S S S S S S 0.04 0.1% F
of
tally
ble
/
ribu
l
Cap
Ex
iron
sust
aina
acti
vitie
cont
ting
acti
vitie
Leve
1
env
men
s
s
0.04 0.04 0.04 0.1%
(Tax
alig
ned
)
(A.1
)
ono
my‐
0
A.2
eleg
ible
acti
vitie
that
iron
tally
aina
ble
(Tax
Tax
not
sust
not
ono
my
s
are
env
men
ono
my
alig
ned
)
l
lici
tly
ted
A.2
Leve
1a:
Acti
vi
ties
exp
quo
Ren
l
of
coll
ecti
and
ply
ter
trea
tme
nt
tem
ewa
wa
on,
sup
sys
s
Pi
pel
ine
Reh
abi
li
tion
ta
5.2 0.4 0.3 0 0.1% T
ldin
and
of
ele
fied
rail
infr
Bui
ins
tion
ices
eyin
ctri
truc
ture
g
pec
serv
surv
g
a
s
s
Reg
ula
tech
nica
l
trol
and
fety
ins
tion
tory
con
sa
pec
s
Proj
and
ect
ent
et
ent
ma
nag
em
ass
ma
nag
em
Ma
rial
and
duc
ti
te
t
tes
pro
ng
6.14 0.8 0.7 0 0.4% F
A.2
Leve
l
1b:
As
ia
ted
acti
vi
tes
soc
Infr
blin
low
rbo
d
and
pub
lic
truc
ture
tran
t
tran
t
a
s
ena
g
‐ca
n
roa
s
por
s
por
Veh
cle
ele
cal
cha
i
ctri
ins
tion
rge
r
pec
s
Hyd
fue
ling
tion
ins
tion
ta
roge
n
s
pec
s
Elec
tri
cal
urb
infr
trol
and
PMA
tran
t
truc
ture
a
n
s
por
a
s
con
QA/
QC
6.15 3.4 2.9 0 0 N N N N N Y 0 1.4% F
Cap
of
eleg
ible
acti
vitie
iron
tally
aina
ble
(Tax
alig
ned
)
(A.2
)
Ex
not
sust
not
s
env
men
ono
my‐
4.6 3.9 1.9%
TOT
AL
A1+
A2
ON
OM
NO
GIB
ACT
IES
B‐ T
AX
Y
T
ELE
LE
IVIT
Cap
Ex
of
ele
gib
le
acti
vi
ties
(B)
not
(A+
B)
TO
TA
L
4.6
112
.5
117
.1
3.9
96.1
100
1.9%

Management Report

FULL YEAR REPORT 2022

Profit and Loss Overview

FY
2022 2021 Change
Revenue 2,049.9 1,776.7 15.4%
Adj. Op. Profit before AD1 207.8 179.5 15.8%
Adj. Op. Profit margin before AD1 10.1% 10.1%
Accelerated depreciation (5.8) (4.2)
Adj. Operating Profit 202.0 175.2 15.3%
Adj. Op. Profit margin 9.9% 9.9%
PPA Amortisation (67.2) (65.6)
Other results (9.6) (8.2)
Operating Profit 125.2 101.5 23.3%
Finance Results (28.9) (25.9)
Other Financial Results2 (4.8) 0.0
Profit before tax 91.5 75.6 21.0%
Income taxes (29.5) (25.6)
Net Profit 61.9 50.0 23.8%
Minorities (13.3) (17.8)
Net Profit Group 48.6 32.2 50.8%
Adjusted Net Profit Group 111.0 93.3 18.9%
EPS in € 0.36 0.23 57.5%
Adjusted EPS in €3 0.81 0.65 24.3%

The figures shown in the table above are rounded to the nearest €0.1 million

  1. AD is IDIADA accelerated depreciation to adapt assets useful life to contract/concession duration

  2. Other Financial Results includes Put option impact related to the final price of the acquisition of Galicia minority stake

  3. Share buyback programs have reduced the average share count for EPS calculations to give an average period share count of 136.9m for 2022 versus 143.0m in 2021

Revenue

Revenue for 2022 of €2,049.9 million was higher by 15.4% compared to the previous year. The proforma revenue for 2022 excluding the revenue from the disposals of the Auto division operations in Finland and the USA, which took place in December 2022 and February 2023 respectively, is €2,000.3 million.

The revenue bridge for the year in € million is shown below and the change in the percentage figures for the last quarter of 2022 are shown below the waterfall chart.

The total revenue increase of 15.4% for the year was made up of an increase in organic revenue at constant exchange rates of 8.0%, the addition of revenue from acquisitions (Inorganic) of 3.3% and a positive currency translation impact of 4.1%. All four divisions had organic and total revenue growth with the organic revenue growth supplemented by price increases. The portfolio repositioning into more structurally attractive segments aligned to the key megatrends of energy transition, electrification and connectivity and those where we can offer a wider range of sustainable services, have been supportive to this growth.

In the final quarter of the year, the total revenue was €531.0 million, an increase of 12.9% from the prior year´s final quarter revenue of €470.5 million. This was made up of an organic revenue increase of 7.6%, the addition of revenue from acquisitions (Inorganic) of 2.5% and a favourable currency translation impact of 2.8%. Three of the four divisions had strong organic revenue growth with the Automotive division having a decrease in organic revenue of 0.4% due to the ending of the Auto contract in Costa Rica.

The organic revenue growth for the year came from all four divisions of the Group, with Automotive having the lowest at 0.2% due to contract changes during the year and the other three divisions had very strong revenue growth of high single digits and growth of 21% for the IDIADA division.

The revenue increase of 3.3% from acquisitions relates to a partial year of revenue from the five acquisitions closed in 2021 until they had been owned for twelve months plus revenue from five acquisitions closed in 2022 from the date of ownership to the end of the year. The acquisitions were spread across the year, in different divisions and geographies. Energy & Industry made an acquisition in

July in Colombia of K2 Ingeniería, an environmental inspection and consulting business with 257 people that generated €10 million of revenue in the second half of the year. Laboratories made three acquisitions with Lightship in Canada, a cybersecurity company with 33 employees and generating over €7 million revenue, being the largest plus jtsec in Spain, also with complementary services in cybersecurity and Alpe Metrología in Spain. Automotive division acquired IDV Madrid that provides statutory vehicle inspection through three stations in the region and where the division has an important position.

Of the revenue in 2022, 45% was generated in the reporting currency of the Group which is the euro and 55% in other currencies. The largest of these other currencies is the US dollar and those linked to the US dollar which in 2022 made up 18% of the revenue. The other material currencies making up more than 3% of the Group revenue were the Canadian and Australian dollars and the Swedish kroner. The US, Canadian and Australian dollars were very strong against the euro in the year, with the average rate the Group uses to translate these currencies to euros being stronger by 12.4%, 8.4% and 3.9% respectively and the Swedish kroner moved in the opposite direction, being 4.5% weaker. These movements, as well as all the other currency movements, resulted in a net positive currency benefit of 4.1% for the year.

Adjusted Operating Profit

Adjusted operating profit for 2022 of €202.0 million was higher by 15.3% compared to the previous year.

The adjusted operating profit bridge for the year in € million is shown below and the margins for the years and the last quarter of 2021 are shown below the waterfall chart.

The proforma adjusted operating profit for 2022 excluding the contribution from the disposals of the Auto division operations in Finland and the USA, which took place in December 2022 and February 2023 respectively, is €200.5 million.

415.30/0 +14.30/0
vs Prof 2021
175.2 +4.5% +5.6% +5.2% 202.0 200.5
FY 2021
Adj. Op.
Profit
Organic Inorganic Fx Impact FY 2022 Adj. Op.
Profit
Auto
Finland &
પાટ
FY 2022
proforma
AOP
% AOP
Margin FY
9.9% 9.9% 10.0%
% AOP
Margin Q4
10.3% 10.2%

The total adjusted operating profit increase of 15.3% for the year was made up of an increase in organic adjusted operating profit at constant exchange rates of 4.5%, acquisitions (Inorganic) of 5.6% and a positive currency translation impact of 5.2%.

The solid operating performance, with profit growth of over 15%, was in line with revenue growth, in a year characterised by high global inflation, especially for energy costs that significantly impacted Applus+ in the second half of last year, lockdowns in China and the ending of a highly profitable material vehicle inspection contract in the Automotive division. Three of the four divisions had an increase in the adjusted operating profit, with only the Automotive division being lower than the prior year.

The resulting adjusted operating profit margin for the year was 9.9%, the same margin as for the previous year. The margin increased in the first half of the year by 30 basis points, from the strong underlying Group performance, but this increase was offset by a decrease in the second half of the year following the ending in July of the vehicle inspection contract in the Auto division and the significant increase in energy costs.

The inorganic adjusted operating profit growth of 5.6% was higher than the equivalent revenue growth, showing the contribution of the acquisitions made in the current and previous year were margin accretive to the Group.

In the final quarter of the year, the total adjusted operating profit was €54.2 million, an increase of 11.7% from the prior year final quarter of €48.5 million. This growth in the last quarter's adjusted operating profit was made up of an increase in the organic component of 1.6%, the addition of 5.6% from acquisitions and a positive foreign currency impact of 4.5%. The margin in the final quarter of the year was 10.2%, which was 10 basis points below the final quarter of the prior year with the decrease in margin mitigated by the start of the operational excellence programme.

The proforma margin for 2022, after deducting the revenue and adjusted operating profit of the disposals was 10.0%, 10 basis points higher than the 2022 margin including these businesses showing the margin accretion benefit of the disposals.

Adjusting for the Accelerated Depreciation in IDIADA, the equivalent margin for 2022 would be 10.1% which is 20 basis points higher than without the adjustment. This additional charge of €5.8 million (2021: €4.2 million) in IDIADA has been made to adapt the assets useful life to contract/concession duration.

Other Financial Indicators

The reported operating profit was €125.2 million in the year compared to a reported operating profit of €101.5 million in the previous period. The reported operating profit is after deducting the Other results of €76.8 million from the adjusted operating profit as detailed in Annex 1.

The net financial expense in the profit and loss for the period was €28.9 million and includes €6.9 million relating to the charge for leases under the IFRS16 accounting standard and €3.2 million foreign exchange differences. The underlying interest charge before these two items was €18.9 million which was €3.0 million higher than the prior year due to the higher cost of debt in 2022 compared to 2021 from rising interest rates and slightly higher average net debt during the period.

There is a further charge of €4.8 million in financial expenses related to the acquisition of the remaining 20% investment not previously owned by Applus+ in Inversiones Finisterre through the exercise of a put-option by the sellers. There is a corresponding reduction in the Noncontrolling interests (Minorities) charge in 2022 of a similar amount as described below.

The profit before tax on an adjusted basis was €168.3 million compared to €149.4 million in 2021 and on a statutory basis was €91.5 million compared to a profit of €75.6 million in 2021. The adjusted profit before tax was significantly higher than for the corresponding period last year due mainly to the higher adjusted operating profit.

The effective tax charge for the year was €44.0 million which was higher than the prior year of €38.3 million. This gave an effective tax rate of 26.2%, being slightly higher than the rate in the prior period of 25.6%. On a statutory basis, the reported tax was a charge of €29.5 million versus a charge of €25.6 million in the prior year. The statutory tax charge rate of 32.3% is also in line with the prior year rate of 33.9%.

Non-controlling interests decreased from €17.8 million in 2021 to €13.3 million in 2022. The decrease of €4.5 million in the period is primarily related to the ending of the Auto contract in Costa Rica and also due to the purchase of the 20% of Inversiones Finisterre not previously owned.

The adjusted net profit was €111.0 million (2021: €93.3m) and the adjusted earnings per share was 0.81 euros (or 81 cents) which in 2021 was 0.65 euros (65 cents) for the year. The statutory or reported net position was a net profit of €48.6 million versus a net profit of €32.2 million in the prior year, due mainly to the increase in adjusted operating profit for the year. The corresponding statutory earnings per share was €0.36 euros versus €0.23 euros in 2021.

The increase in earnings per share in each case was higher than the net profit increase as it was enhanced in the period from the partial effect of the first share buyback programme that was completed in the first half of the year and the commencement of the second share buyback programme towards the end of the year. The enhancement on the adjusted earnings per share was 5.4 percentage points, being the difference between the adjusted earnings per share increase of 24.3% and the adjusted net profit increase of 18.9% and in the same manner, the enhancement on the statutory earnings per share was 6.7 percentage points.

Share buybacks

There have been two 5% share buyback programmes in the year with the first buyback programme completed in the year and the second started towards the end of the year. The first share buyback programme that targeted a 5% purchase of the issued share capital of Applus+, was announced at the time of the Strategic Plan on the 30th of November 2021. It commenced on the 1st of February and ended on the 13th of May with the purchase of 7,150,922 shares in total, with share purchases taking place every day through a mandate with an agent. The purchases took place on three different exchanges with the majority on the main exchange, Bolsas y Mercados Españoles. The price paid for the share buyback ranged from €6.60 per share, being the lowest average price paid in a day, to €8.78, the highest average daily price paid. The total cost to purchase the shares came to €53.6 million, being at an average price of €7.50.

The second share buyback programme targets 6,793,375 shares to be purchased, or an investment of €50 million whichever comes first, and this is another 5% purchase of the now lower issued share capital of Applus+. It was announced at the time of publishing the third quarter trading update on the 31st of October 2022 and commenced on the 9th November and was not yet complete by the end of the year. The mechanism is the same as the first buyback programme through a mandate with an agent. The purchases take place on three different exchanges with the majority on the main exchange, Bolsas y Mercados Españoles. By the 31st December 2022, 1,862,645 shares had been purchased at a total cost of €11.3 million or an average price of €6.09 per share.

At the Annual General Meeting of shareholders, that took place on the 28th of June 2022, the Board resolution to cancel the entire 5.0% of share capital purchased in the first share buyback was approved by the shareholders and this cancellation of shares took effect on the exchange on 30 September 2022. It is expected that the shares purchased on the second share buyback will be cancelled in 2023.

In calculating the earnings per share for the year, the average number of shares used in the calculation is reduced by the shares on the day they were bought and no longer available for resale. The net impact of this is a reduction of share count used for the calculation of earnings per share of 6.1 million shares, reducing the share count from 143.0 million to 136.9 million shares in 2022.

Cash Flow and Debt

Cash flow generation was strong in the year due to the increase in EBITDA of €40.5 million or 14.2% and the reduction in working capital outflow compared to last year. The working capital outflow for the year, that results from the increase in revenue generated by the Group, was €22.3 million which was considerably lower than the outflow in 2021 of €48.2 million and this was despite a higher increase in revenue in 2022 compared to 2021.

Net capital expenditure on expansion of existing and new facilities was €66.1 million (2021: €60.3m) which represented 3.2% (2021: 3.4%) of Group revenue being at the average capex to revenue ratio of the last few years.

Adjusted operating cash flow (after capital expenditure) was €238.1 million being €60.6 million or 34.2% higher than for the prior year period and this corresponded to a cash conversion rate of 73% (2021: 62%).

The increase in taxes paid of €4.0 million from €36.1 million paid in 2021 to €40.1 million paid in 2022, was due to the higher taxable profit.

The increase in the cash interest paid in the year from €12.9 million in 2021 to €17.0 million in 2022 was due to the increase in interest rates and slightly higher average net debt resulting in an increase in the rate on which interest is paid on the variable rate debt in the Group.

Summary of cash flow in € million is show below.

FY
2022 2021 Change
Adjusted EBITDA 326.5 286.0 14.2%
Change in Working Capital (22.3) (48.2)
Capex (66.1) (60.3)
Adjusted Operating Cash Flow 238.1 177.5 34.2%
Cash Conversion rate 73% 62%
Taxes paid (40.1) (36.1)
Interest paid (17.0) (12.9)
Adjusted Free Cash Flow 181.0 128.5 40.8%
Extraordinaries & Others (11.3) (8.5)
Applus+ Dividend (20.3) (21.5)
Dividends to Minorities (9.2) (18.5)
Operating Cash Generated 140.2 80.0 75.3%
Acquisitions (66.2) (82.0)
Cash b/Changes in Financing & FX 74.0 (2.0)
Payments of lease liabilities (IFRS 16) (66.9) (60.3)
Other changes in financing 61.6 46.6
Share buybacks (64.8) 0.0
Treasury Shares for LTIP (1.4) (2.1)
Currency translations 4.5 4.9
Cash Increase/ (Decrease) 7.0 (12.9)

The figures shown in the table above are rounded to the nearest €0.1 million

Adjusted Free Cash Flow was €181.0 million being €52.5 million or 40.8% higher than for the previous year.

There was a decrease in the overall amount of dividend distributions made in the period after the 5% share buyback. The dividend paid in 2022 to Applus+ Group shareholders was at the rate of 15 cents per share based on the 2021 full year adjusted net profit of €93.3 million.

The dividends paid to Minority share interests decreased substantially due to the ending in July 2022 of the statutory vehicle inspection contract in Costa Rica for which the total minority interests were 56% and following the acquisition of the remaining 20% investment not previously owned by Applus+ in Inversiones Finisterre through the exercise of a put-option by the sellers.

The cash outflow for acquisitions of €66.2 million relates to five that were closed in the period plus deferred consideration on acquisitions made in prior periods.

The resulting increase in cash before changes in financing and foreign exchange was €74.0 million. From this was the payment of lease liabilities of €66.9 million, that before the new accounting standard of IFRS 16 used to be included within operating costs, the cash outflows relating to the share buyback programmes of €64.8 million, purchase of treasury shares for management incentive plans of €1.4 million and favourable currency differences of €4.5 million. The resulting net increase in financing during the year was €61.6 million from the drawdown of borrowings, increasing the net cash available by €7.0 million.

Net Debt was €860.9 million at the end of the year compared to €803.4 million at the end of 2021. This increase of €57.5 million was after returning €85.1 million in share buybacks and dividends to Group shareholders and investing €66.1m in capital expenditure and another €66.2 million in acquisitions.

The Net Debt, as defined by the bank covenant for the syndicated debt facilities and the US Private Placement notes, was €669.5 million at the end of 2022 which was €62.0 million higher than at the end of 2021.

Taking the same covenant definition for the calculation of EBITDA, the resulting financial leverage of the Group measured as Net Debt to last twelve months Adjusted EBITDA was 2.6x, lower than the position at the end of December 2021 because of the strong increase in EBITDA.

This level of leverage is considerably lower than the covenant from the lenders which is set at 4.0x to be tested twice a year at the end of June and the end of December.

Net Financial Debt & Leverage

(1) Stated at annual average rates and excluding IFRS 16 as defined by bank covenant.

The net debt position as calculated under the IFRS16 accounting standard was €860.9 million at the end of 2022. This is an increase of €57.5 million.

The main borrowings of the Group consist of a bank facility (Term Loan and a revolving credit facility or RCF) that were placed in June 2018 of €600 million and US private placement (USPP) facilities amounting to €330 million in total placed in 2018 and 2021. The bank facility has a maturity date of June 2025. The USPP facilities mature in July 2025, July 2028, June 2031 and June 2036.

At the end of the year, the available liquidity position was €493 million that is made up mostly of cash and undrawn loan commitments that expire in 2025.

Dividend

In recognition of the net adjusted earnings for 2022, strong cash flow, comfortable financial leverage, liquidity position and favourable future earnings and cash flow potential, the Board will propose to shareholders at the forthcoming Annual General Meeting, expected to be held on the 8th June 2023, a dividend of 16 cents per share. The cash outflow for this dividend will depend on the number of shares that have been bought back under the second share buyback programme and is expected to be around €21 million. 16 cents per share is 20% of the 2022 adjusted earnings per share. If approved at the Annual General Meeting, the dividend will be paid to shareholders on the 6th July 2023.

In 2022, there was a cash outflow of €20.3 million related to a dividend of 15 cents per share on the number of shares outstanding at the time.

The dividend policy for the Group was updated and announced at the recent Strategy Update on 30th November 2021 that included the capital allocation plan for the three years 2022 to 2024. It is to pay an annual dividend equivalent to 20% of the prior year adjusted net earnings and subject to a minimum payment of 15 cents per share.

Active Portfolio Management

As part of the 2022-2024 strategic objectives of portfolio evolution towards higher growth end markets and to mitigate business risks, the Group is undertaking active portfolio management to accelerate the portfolio evolution. This entails continuing to make strategic acquisitions given high market fragmentation and room for further geographic expansion and divestments of underperforming operations.

Divestments

Certain non-strategic businesses were identified for disposal and a process has been underway to accomplish this with the best possible outcome. Two disposals have been made so far of two separate businesses within the Automotive division. The first was the disposal in December 2022 of the business and operations in Finland which generated €14 million of annual revenue in 2022. The second disposal was agreed in January 2023 and closed in February, of the business and operations in the United States which had approximately €37 million of annual revenue in 2022. The net proceeds from these two disposals was €38 million.

Acquisitions

Applus+ has always been active in investing in companies that add complementary services and end-markets and this has accelerated over the last three years with the acquisition of fifteen companies since 2020 for upfront cash investments of €366 million. These bring to the Group an additional €255 million in annual revenue at an average adjusted operating profit of 17% and strong accretion of 9.0% average return on capital employed in the first-year post acquisition. These high-quality businesses are already delivering material synergies whilst accelerating the mix in the portfolio of businesses towards markets with higher growth and margins.

In 2022 the Group made five acquisitions of the entire share capital of complementary companies of which three of them joined the Laboratories division and there was one each for Energy & Industry and Automotive. Furthermore, in December 2022 the agreement to purchase the remaining 20% investment in Inversiones Finisterre not previously held by Applus+ was made, with the transaction closing in January 2023. In January 2023, Energy & Industry acquired another company.

Laboratories Acquisitions:

February 2022, Lightship Security, Inc., a leading provider of product certification services based in North America with €6 million of annual revenue was purchased. Lightship is a successful, accredited cybersecurity laboratory that specialises in certifying connected products for a growing client base of leading product manufacturers in North America and internationally.

April 2022, Alpe Metrología was purchased. This is a metrology and calibration laboratory in Spain with close to €2 million in annual revenue.

July 2022, jtsec was purchased, which is another cybersecurity company, based in Spain with annual revenue of approximately €2 million.

Automotive Acquisitions:

April 2022, Entidad IDV Madrid, a company with three vehicle inspection stations in the Community of Madrid and approximately €6 million of annual revenue.

December 2023, the 20% minority share not previously owned in Inversiones Finisterre was purchased for €18.2 million. Inversiones Finisterre is the Group that manages the statutory vehicle inspection concessions in Galicia and Costa Rica that Applus+ has owned 80% of since 2017.

Energy & Industry Acquisitions:

July 2022, K2 Ingeniería S.A.S a provider of environmental consulting and monitoring services based in Colombia with revenue in 2021 of €13 million.

January 2023, Riportico Engenharia, a provider of supervision and engineering design services for civil infrastructure based in Portugal with approximately €8 million revenue in 2022.

Sustainability

The Group is advancing with its objective of embedding environmental and social factors within its business and operations including reducing the adverse impact of its operations on the environment and diversifying the portfolio of services to better manage the risks and opportunities that come with climate change. The Group comprises a wide range of over 26,000 people in countries all around the world. Applus+ recognises the importance of keeping all the employees safe, managing their training as well as the well-being and fairness in the workplace as this benefits the individuals and in turn business and society. As a trusted partner to a wide range of stakeholders, the Group has also been strengthening key areas to deliver its vision for good governance and is proud to have an industry leading governance framework.

The revenue and profit generated from providing services that reduce the harmful impact on the environment and have a positive impact on society, is increasing at a fast pace both because of strong organic growth in these services and through acquisitions. The acquisition of K2 Ingeniería in Colombia is exclusively focused on environmental consulting and monitoring services and the Energy & Industry division also invested in and signed a co-operation agreement with Indoorclima, which is a provider of energy efficiency and energy management services using digital tools and artificial intelligence. The acquisitions of Lightship and jtsec provide crucial cybersecurity testing and certification on products, devices and systems that safeguard the users and owners of these products. The acquisition of Alpe Metrología supports the correct functioning of industrial machines used for food, medicine and consumer products. IDV Madrid provides vehicle inspection services protecting life, property and the environment. On an organic basis, the divisions are increasing the amount of work they are performing for more energy efficient buildings, modes of transport and products. The Auto division is exclusively focused on inspecting vehicles for safety, thereby protecting life and property and reduces air pollution by inspecting vehicles for above the legal requirement of contamination in their exhaust emissions.

The Group has also joined Klima Energy Transition Fund that targets investment opportunities in start-ups contributing to the energy transition in Europe and North America which is sponsored by Alantra in partnership with Enagas.

Revenue generated as a result of providing services that are directly related to protecting or reducing environmental impact is from a range of services in all four divisions, including those provided to Renewables, Automotive Emissions, Environmental Surveys, Energy Audits, Waste Management Surveys and Innovation projects for Automotive eco-engines and lightweight aerospace materials. Sustainability is an integral part of our services and offers significant longterm growth opportunities for Applus.

Environmental, Social and Governance

2022 was the first year to have specific targets to be achieved relating to environmental, social and governance that are linked to the executive directors and senior management team´s variable remuneration accounting for 15% of the annual bonus plus 10% of the long-term incentive plan. These targets relate to the reduction of emissions, safety and diversity of the workforce and ethics. In 2022, all the targets were either achieved or exceeded and the targets that were set out in the 2022-2024 Strategic Plan are on track to be achieved.

The Group has furthermore Id to be neutral in 2023 for scope 1 and 2 carbon emissions and has committed to an ultimate goal of zero emissions by 2050 to be aligned with the 1.5°C trajectory limit of global warming above pre-industrial levels. Applus+ joined the Science Based Targets Initiative (SBTi) in 2022 and during the year the near-term greenhouse gas emissions reduction targets were validated by the SBTi endorsing the goal of zero emissions by 2050.

The external ESG ratings' agencies that perform their independent analysis on the Group, taking different perspectives and approaches, have all recognised and confirmed the Group's resilience and commitment to sustainability validating the progress made and alignment to the strategic objectives. During the first half period, a new unsolicited rating was received from Standard & Poor's Global Corporate Sustainability Assessment with a high score of 54 for ESG management, compared to a global average of 24 and ranks Applus+ in the top 19% of all companies analysed. A second new unsolicited rating was received in the year from Standard Ethics who rates Applus+ as Sustainable with a rating of EE+ (very strong) which is the highest category and rating in their list of Spanish mid cap companies in 2022. These two new ratings are in addition to those from Sustainalytics with a "low risk" rating of 15.6 and renewed strong ratings from MSCI ESG Ratings (AA), Gaïa (70/100), the CDP (B) and being included in the FTSE4GoodIBEX. Furthermore, the Financial Times and Statista included Applus+ amongst 400 companies within its list of Europe Climate Leaders 2022 that have achieved the greatest reduction in the intensity of their Scope 1 and 2 greenhouse gas emissions over a 5-year period (2015-2020).

Change in Management

In May last year, Fernando Basabe, the previous Chief Executive Officer of Applus+, announced his intention to retire after eleven years in the role and this became effective at the Annual General Meeting of shareholders on the 28th of June. Mr. Basabe played a critical role in the development and success of the organisation before its listing in May 2014 and to the date of his retirement. The Company thanks him for the years of dedicated service, which involved many significant accomplishments and a fruitful contribution to Applus' history.

After a Board-led selection process, Mr. Joan Amigó was announced as the successor and assumed the role of Chief Executive Officer from the 28th of June. Mr. Amigó has been the Group Chief Financial Officer of Applus+ since 2007, through to the listing of the Group in 2014 and until his appointment as CEO. He has been a member of the Board of Directors since 2019. With Mr. Amigó´s thorough financial background, his proven leadership abilities and deep knowledge of the testing industry and Applus+, he is the perfect choice to take Applus+ successfully onto the next stage of its journey. Mr. Amigó was a key architect of the Strategic Plan presented to the market in November 2021, has been instrumental in ensuring its execution since then and is committed to delivering it.

Mr. Julián de Unamuno joined the Group as the new Chief Financial Officer at the start of 2023 and came with excellent credentials and close to 30 years of diverse and relevant experience in international businesses and within financial services, in both private and public listed companies and with experience including M&A, Investor Relations, Treasury, Capital Markets as well as Chief Financial Officer and Chief Operating Officer roles.

Operating review by division

The Group operates through four global business divisions: Energy & Industry, Automotive, IDIADA and Laboratories, and the respective shares of 2022 revenue and adjusted operating profit are shown below.

Energy & Industry

Energy & Industry is a world leader in non-destructive testing, industrial and environmental inspection, quality assurance and quality control, engineering and consultancy, vendor surveillance, certification and asset-integrity services. The division employs approximately 16,000 people and is active in over 60 countries.

The Division designs and deploys proprietary technology and industry know-how across diverse sectors, helping clients to develop and control industry processes, protect assets and increase operational and environmental safety.

Revenue for Energy & Industry for the year was €1,120.7 million, which was 18.9% higher than the revenue in 2021 and the Adjusted Operating Profit for the year was €81.2 million which was 36.7% higher than in 2021 resulting in an adjusted operating profit margin of 7.2%. These results in € million and the percentage changes from 2021 are broken down into organic, inorganic and foreign exchange and are shown in the following table.

Financial Highlights
FY
2022 2021 Change Organic Inorganic FX
Revenue 1,120.7 942.5 18.9% 8.7% 3.8% 6.4%
Adj. Op. Profit 81.2 59.4 36.7% 14.5% 11.1% 11.1%
% AOP Margin 7.2% 6.3% 494bps

The figures shown in the table above are rounded to the nearest €0.1 million

The division performed well in 2022 with the strongest growth in revenue, adjusted operating profit and margin, seen in many years. The strong growth was throughout the year including, for both organic and in total, with a strong end to the year with 8.0% organic revenue growth in the final quarter. The very strong adjusted operating profit growth for the year included a mid-teens organic growth delivering good margin improvement.

Organic revenue at constant exchange rates for the full year increased by 8.7%. There was additional revenue of 3.8% from the acquisition closed during the year of K2 Ingeniería plus the two acquisitions closed in the previous year of Enertis and Inecosa & Adícora until they had been owned for 12 months. Currency translation increased reported revenue by 6.4% mainly because of the stronger US, Canadian and Australian dollars and Latin American currencies against the Euro.

At constant exchange rates, organic adjusted operating profit increased by 36.7% being almost double the organic revenue increase. There was also a high increase in profit from the contribution from acquisitions of 11.1%, showing the strongly margin accretive contribution from the acquisitions and a positive currency impact of 11.1%.

The adjusted operating profit margin increased by 94 basis points from 6.3% for 2021 to 7.2% in 2022 with this increase coming from all three of the organic, acquisition growth and currency. Continued improvement of the margin remains a key focus.

In the final quarter of the year, reported revenue was €294.9 million compared to revenue of €253.1 million in the final quarter of 2021 or 16.5% higher. This was mainly due to the increase in organic revenue of 8.0%, the revenue from the acquisitions adding 3.0% and a positive impact from currency translation of 5.5%.

All end-markets and regions contributed to this strong growth with Renewables, Power and Infrastructure growing at high single digits benefiting from the investments taking place as a result of the energy transition to lower carbon energy generation and post-pandemic infrastructure investments coming from Government initiatives. Testing, inspection and consultancy services to the Renewables industry is performing very strongly with new build onshore wind farms and solar projects being the main driver behind this. It is a key focus area for the division and will continue to develop by extending the range of services and in new regions.

Non-destructive testing, inspection and other services to the Oil & Gas industry which now accounts for less than half of the division revenue (47% of division revenue and 26% of Group), grew strongly in the double digits for the year, benefiting from the cyclical upturn from the continuation of capex projects that had been postponed during the pandemic and new projects coming on stream. The Opex business also grew very well at a high single digit rate as the utilisation and ageing of assets required more inspection. Services to Oil & Gas Opex end market, now accounts for 37% of the division (21% of the Group) and Capex accounts for 10% (5% of the Group).

The division also saw a recovery in non-destructive testing and other services to the Aerospace industry. This segment has been transferred to the Laboratories division which also includes an aerospace testing business so they can share facilities and expertise. The revenue for this segment in 2022 was €25.5 million (2.3% of the division) with €4.3 million of adjusted operating profit with the transfer taking place on the 1st of January 2023

By region, Latin America and the Middle East were the regions with higher growth driven by strong demand across all core markets including Power, Renewables, Infrastructure and buildings construction and Oil & Gas.

The acquisition of K2 Ingeniería in Colombia in July 2022 brought a valuable increase in the sustainability services that the division can provide in Latin America. It is an environmental consulting and monitoring services company with 257 employees that advises clients on diagnosis and problem solving regarding environmental and social matters, developing projects focused on air and water quality, waste, noise, meteorology, and flora and fauna management. Its services are tailored to support the industrial, energy and civil infrastructure sectors in a region that is increasing its focus on sustainability. In 2021, the business generated €13 million of annual revenue and in 2022 this was significantly higher.

At the start of 2023, Riportico Engenharia, a provider of supervision and engineering design services for civil infrastructure including roads, railway lines, metro stations, airports, buildings, water treatment plants and renewables, was acquired with €8 million annual revenue. Based in Portugal and holding all the relevant accreditations required to provide services in the country, it was a company already well known to Applus+. It is well placed to capture the strong growth of the Portuguese Government´s infrastructure spending programmes to boost economic recovery following the pandemic.

Automotive

Automotive is one of the global leaders for statutory-vehicle-inspection services for safety and emissions. The programmes inspect vehicles in jurisdictions where vehicles must comply with statutory technical-safety and environmental regulations. The division employs approximately 5,000 people managing more than 20 programmes across Spain, Ireland, Sweden, Denmark, Andorra, Argentina, Georgia, Chile, Ecuador, Mexico and Uruguay. The market for statutory vehicle inspection for safety and emissions is expected to continue growing well in existing and new markets.

Revenue for Automotive for the year was €460.9 million, which was 0.9% higher than the revenue in 2021 and the Adjusted Operating Profit for the year was €93.9 million which was 6.1% lower than in 2021 resulting in an adjusted operating profit margin of 20.4%. These results in € million and the percentage changes from 2021 are broken down into organic, inorganic and foreign exchange and are shown in the following table.

Financial Highlights
FY
2022 2021 Change Organic Inorganic FX
Revenue 460.9 456.8 0.9% 0.2% 0.7% (0.0)%
Adj. Op. Profit 93.9 99.9 (6.1)% (7.4)% 0.6% 0.7%
% AOP Margin 20.4% 21.9% -151bps

The figures shown in the table above are rounded to the nearest €0.1 million

Organic revenue at constant exchange rates for the full year was almost flat with a 0.2% increase. There was additional revenue of 0.7% from the acquisition closed during the year of IDV Madrid. Currency translation had a net nil impact in the full year, due to the weaker Swedish and Latin American currencies offset by the stronger US dollar, against the Euro.

At constant exchange rates, organic adjusted operating profit decreased by 7.4%. There was a contribution from acquisitions of 0.6% and a positive currency impact of 0.7%.

IDV Madrid was acquired in April 2022, with annual revenue of €5 million and a current margin slightly below the division that brings three additional strategically located statutory vehicle inspection stations in Madrid that now make nine stations in total that Applus+ operates there making Applus+ the largest operator in the city where it can benefit from operating and marketing efficiencies.

In the final quarter of the year, reported revenue was €104.6 million compared to revenue of €107.5 million in the final quarter of 2021 or 2.7% lower. This was due to the decrease in organic revenue of 0.4% and a negative impact of currency of 3.4% with revenue from the acquisition adding 1.1%.

The division had a strong overall performance for the year due to the increase in car inspections and pricing offsetting the ending of the material contract in Costa Rica that finished in July. In the first half of 2022, this contract had revenue of €19 million and in the second half there was an additional €3 million of revenue. In 2021, it had revenue of €34 million, at above division margin.

The statutory vehicle inspection concession in Alicante in Spain, that is within the autonomous region of Valencia, ended in February 2023 following the decision by the regional Government to take the contract back in-house. The revenue from this contract in 2022 was €17 million at a higher margin than the division.

In the last few months, the Group succeeded in selling the low growth and low margin businesses in Finland and in the USA. The business in Finland was sold in December 2022 with approximately €14 million of revenue at a break-even profit. The business in the USA was sold in January 2023 and closing of the transaction in February, with approximately €37 million of revenue at a midsingle digit margin. These disposals were in line with the Strategic Plan to accelerate the portfolio evolution of the Group towards higher growth and higher margin businesses.

In December, Applus+ purchased the 20% minority stake of Inversiones Finisterre that it did not already own following the exercise of the put option by the sellers. It was purchased for €18.2 million of which €13.4 million had been accrued and a further amount of €4.8 million was therefore charged to the profit and loss account which subsequently reduced the minority dividend payment in 2022 by a similar amount. Inversiones Finisterre is the operating company that owned 100% of the Auto concession in Galicia and owned 55% of the Auto concession in Costa Rica that ended in July 2022.

Following the recent renewals and contract endings in this division the revenue, profit and cash flow visibility has substantially improved. The largest single contract in the Applus+ Group of the vehicle inspection business in Ireland with €82 million of revenue in 2022 runs from 2020 to 2030. The second largest single contract in the Group is the Auto contract in the region of Galicia with €54 million of annual revenue and that was recently extended to December 2027. The ending of the contracts in Costa Rica and Alicante and the sale of other time defined contracts in the USA, means that the division now has more than 90% of revenue visibility through to the end of 2027 which is the current maturity date of the contract in Galicia. The only material contract uncertainty in this division, remains the one in Catalonia which had €53 million of revenue in 2022, where it is expected the regional government will one day make changes to the structure of the contract that could result in a slight loss of market share when this takes place.

There correspondingly remain good opportunities in emerging markets that are likely to arise in the medium term.

The adjusted operating profit margin decreased by 151 basis points from 21.9% for 2021 to 20.4% in 2022 with this decrease due to the ending of the contract in Costa Rica. The first half margin was 15 basis points higher than the first half of the prior year, but the second half margin at 20.0% was 330 basis points lower than the second half margin of the prior year reflecting the impact of the ending of the highly profitable contract in Costa Rica. Maintaining the margin above 20% is a key focus of the Group supported through the continued use of technology to increase efficiencies but will be a challenge with a similar impact in the first half of 2023 expected from the ending of the contract in Costa Rica in addition to the ending of the contract in Alicante during February 2023.

Laboratories

Laboratories provides testing, certification and engineering services to improve product competitiveness and promote innovation. The Division operates a network of multidisciplinary laboratories in Europe, Asia and North America, employs approximately 2,000 people and is active in 13 countries.

The division comprises six key business units: Mechanical (includes aerospace and materials testing); Electrical & Electronic (includes electrical and electromagnetic compatibility testing and product certification for the electronics and automotive sector); Cybersecurity (includes electronic payment system protocol testing and approval); Construction (includes fire and structural testing of building materials);

Metrology (includes calibration and measuring instruments) and Systems Certification. In 2022, Mechanical was the largest business unit being approximately 40% of the division revenue with Electrical & Electronic at around one third of the division revenue.

Revenue for Laboratories for the year was €190.4 million, which was 24.2% higher than in 2021 and the Adjusted Operating Profit for the year was €26.7 million which was 4.4% higher than in 2021 resulting in an adjusted operating profit margin of 14.0%. These results in € million and the percentage changes from 2021 are broken down into organic, inorganic and foreign exchange and are shown in the following table.

Financial Highlights
FY
2022 2021 Change Organic Inorganic FX
Revenue 190.4 153.2 24.2% 7.5% 12.2% 4.5%
Adj. Op. Profit 26.7 25.6 4.4% (13.4)% 12.5% 5.3%
% AOP Margin 14.0% 16.7% -266 bps

The figures shown in the table above are rounded to the nearest €0.1 million

Organic revenue at constant exchange rates for the full year increased by 7.5%. There was additional revenue of 12.2% from the three acquisitions closed during the year of Lightship Securities, Alpe Metrología and jtsec plus the two acquisitions closed in the previous year of IMA Dresden and Mipel SA until they had been owned for 12 months. Currency translation increased reported revenue by 4.5% mainly because of the stronger US dollar and other currencies against the Euro.

At constant exchange rates, organic adjusted operating profit decreased by 13.4%. There was an increase in profit from the contribution from acquisitions of 12.5%, slightly more than the revenue increase from acquisitions showing the margin accretive contribution from these and a positive currency impact of 5.3% on adjusted operating profit.

In the final quarter of the year, reported revenue was €54.8 million compared to revenue of €47.3 million in the final quarter of 2021 or 15.8% higher. This was due to the increase in organic revenue of 6.2%, against a tough comparable period in which the organic revenue grew 12.2%, the revenue from the acquisitions adding 6.7% and a positive impact from currency translation of 2.9%.

The division had strong organic revenue growth in the year across all its key end markets driven by an increasing volume of electrical and electronic products requiring testing and certification, consistent with the electrification and connectivity global mega-drivers that was presented at the Strategic Plan in November 2021.

The adjusted operating profit margin decreased by 266 basis points from 16.7% for 2021 to 14.0% in 2022 with this decrease coming from the organic business performance. Returning to a margin above 16% is a key focus of the Group.

The profit margin in the year was unexpectedly impacted by two major events. In the first half of the year, the enforcement in Shanghai of lockdowns to prevent the spread of coronavirus and in the second half of the year, the spike in energy costs the division was forced to pay. With a full year of revenue and profit expected from the business in China and energy costs now under control in the division, the margin is expected to recover in 2023.

The division is the most active in making acquisitions with three made in the first half of last year of which two related to cybersecurity and one in metrology. The acquisition of Lightship Security Inc in North America adds further accreditations to the global cybersecurity offering of the division and jtsec in Spain, adds new methods for cybersecurity assurance. These two acquisitions bring approximately €9 million of annual revenue at a margin above that of the division. Alpe Metrología in Spain consolidates the regional metrology and calibration market position.

From the 1st of January 2023, the aerospace business is being transferred from Energy & Industry to realise commercial synergies once it is consolidated with the Laboratories aerospace testing business. The business generated €25.5 million of annual revenue in 2022 and €4.3 million in adjusted operating profit.

There was a change in the divisional head during the year with Mauricio Úbeda the newly responsible head of division as of October 2022. He is an internal promotion with a strong business background and wide international experience.

IDIADA

IDIADA A.T. (80% owned by Applus+ and 20% by the Government of Catalonia) has been operating under an exclusive contract from the 351-hectare technology centre near Barcelona (owned by the Government of Catalonia) since 1999. The contract to operate the business runs until September 2024 and it is expected been decided that there will be a tender for a new 20 or 25 year concession.

IDIADA A.T. provides services to the world's leading vehicle manufacturers for new product development activities in design, engineering, testing and homologation.

The division employs approximately 3,000 people and is active in 22 countries.

Revenue for IDIADA for the year was €278.0 million, which was 23.9% higher than the revenue in 2021 and the Adjusted Operating Profit for the year was €29.9 million which was 53.8% higher than in 2021 resulting in an adjusted operating profit margin of 10.8%. These results in € million and the percentage changes from 2021 are broken down into organic, inorganic and foreign exchange and are shown in the following table.

Financial Highlights
FY
2022 2021 Change Organic FX
Revenue 278.0 224.3 23.9% 21.0% 2.9%
Adj. Op. Profit 29.9 19.5 53.8% 48.7% 5.1%
% AOP Margin 10.8% 8.7% +209 bps
Adj. Op. Profit excl. AD(1) 35.7 23.7
% AOP Margin 12.8% 10.6% +227 bps

The figures shown in the table above are rounded to the nearest €0.1 million

(1) AD is IDIADA Accelerated Depreciation to adapt assets useful life to contract/concession duration

Organic revenue at constant exchange rates for the full year increased by 21.0%. There was an additional 2.9% currency translation benefit.

At constant exchange rates, organic adjusted operating profit increased by 48.7% plus an additional 5.1% currency translation benefit.

In the final quarter of the year, reported revenue was €76.6 million compared to revenue of €62.6 million in the final quarter of 2021 or 22.4% higher. This was due to the increase in organic revenue of 20.5% and a positive impact from currency translation of 1.9%.

IDIADA had a very strong performance throughout the year, with the contribution to this coming from across all its business lines and countries. There was an increased volume of outsourcing of testing especially from new Auto manufacturers with a significant size one-off project from a new Asian manufacturer. The demand for testing for electric and hybrid vehicles continues to drive growth and this is now more than 60% of the division revenue.

The adjusted operating profit margin increased by 209 basis points from 8.7% for 2021 to 10.8% in 2022 with this increase almost all organic. This significant margin improvement comes from the use of higher margin digital services to support physical testing and good operating leverage especially at the Catalonia Proving Ground that is now back to full capacity.

IDIADA also commenced two new long-term contracts for managing proving grounds in the Czech Republic and Germany, while the operation of the proving ground in China continues to perform well.

The Group continues to await news on the tender to renew the whole IDIADA concession for a further 20- or 25-years that otherwise ends in September 2024. In the meantime, the assets of the business must undergo accelerated depreciation to nil value by the end of the concession. Excluding the IDIADA Accelerated Depreciation the margin would be 200 basis points higher at 12.8% in 2022 and the increase in margin from 2021 to 2022 would be 227 basis points.

Annex 1

The financial performance of the Group is presented, as usual, in an "adjusted" format. The adjustments are made in order that the underlying financial performance of the business can be viewed and compared to prior periods by removing the financial effects of other results.

Where stated, organic revenue and profit is adjusted for acquisitions or disposals in the prior twelve-month period and is stated at constant exchange rates, taking the current year average rates used for the income statements and applying them to the results in the prior period.

FY 2022 FY 2021
EUR Million Adj. Results Other results Statutory results Adj. Results Other results Statutory results + / - %
Adj. Results
Revenue 2,049.9 0.0 2,049,9 1,776.7 0.0 1,776.7 15.4%
Ebitda 326.5 0.0 326.5 286.0 0.0 286.0 14.20/0
Operating Profit 202.0 (76.8) 125.2 175.2 (73.7) 101.5 15.3%
Net Financial expenses (28.9) 0.0 (28.9) (25.9) 0.0 (25.9)
Other Financial Results (4.8) 0.0 (4.8) 0.0 0.0 0.0
Profit Before Taxes 168.3 (76.8) 91,5 149.4 (73.7) 75,6 12.7%
Current Income tax (44.0) 14.5 (29.5) (38.3) 12.7 (25.6)
Non controlling interests (13.3) 0.0 (13.3) (17.8) 0.0 (17.8)
Net Profit 111.0 (62.4) 48,6 93.3 (61.1) 32.2 18.9%
Number of Shares 136,888,259 136,888,259 143,018,430 143,018,430
EPS, in Euros 0.81 0.36 0.65 0.23 24.3%
Income tax/PBT (26.2)% (32.3)96 (25.6)% (33.9)%

In the table below the adjusted results are presented alongside the statutory results.

The figures shown in the table above are rounded to the nearest €0.1 million

Other results of €76.8 million (2021: €73.7m) in the Operating Profit represent amortisation of acquisition intangibles of €67.2 million (2021: €65.6m); severance costs on restructuring of €7.6 million (2021: €3.6m); transaction costs relating to acquisitions of €4.9 million (2021: €2.6m) and; other gains and losses that net to an income of €2.8 million (2021: charge of €2.0m).

A reduction in the deferred tax liability is booked against these Other results of €14.5 million (2021: €12.7m).

Annex 2

Alternative Performance Metrics

Applus' financial disclosures contain magnitudes and metrics drafted in accordance with International Financial Reporting Standards (IFRS) and others based on the Group's disclosure model referred to as Alternative Performance Metrics.

▪ AD - IDIADA accelerated depreciation, to adapt assets useful life to contract/concession duration

Adjusted measures are stated before other results

AOP, Adjusted Operating Profit

CAGR, Compounded Annual Growth Rate

Capex, realised investments in property, plant & equipment, or intangible assets

Cash conversion, calculated as the ratio of EBITDA minus capex & change in working capital over EBITDA

EBITDA, measure of earnings before interest, taxes, other results and depreciation and amortisation

EPS, Earnings per share

  • EV, Electrical Vehicle
  • FX, Foreign exchange

Free Cash Flow, operating cash generated after capex investment, working capital variation and tax & interest payments and before leases

Leverage, calculated as Net Debt/LTM EBITDA as per bank covenant definition

LTM, Last twelve months

Net Debt, current and non-current financial debt, other institutional debt less cash. As per bank covenant definition, calculated at annual average exchange rates and pre-IFRS16

Net Profit, measure of earnings operating profit after interest, taxes and minorities

Operating Profit, measure of earnings before interest and taxes

Other results are those impacts corrected from the relevant measures to provide a better understanding of the underlying results of the Group, for example: amortisation of acquisition intangibles, restructuring, impairment and transaction & integration costs

P.A., per annum

PPA Amortisation corresponds to the amortisation of the Purchase Price Allocation related to acquisitions, allocated to intangible assets and Goodwill reduction for finite life concessions

ROCE, Net Adjusted Operating Profit After Tax/Capital Employed excluding IFRS 16 lease adjustment. Net adjusted operating profit is proforma acquisitions and disposals, excluding IDIADA Accelerated Depreciation and at 25% tax rate

Statutory results, consolidated results of the Group under IFRS regulation, as shown in the Consolidated Financial Statements

WC, Working Capital

10. ANNEX

About the report

GRI 1 GRI 3-1

Our financial and non-financial report is an essential channel for Applus+ through which we disclose our commitment, management approach and operational, economic and ESG performance with the utmost transparency.

Through this report, covering the period from 1st January to 31st December 2022, we want to continue to share all the relevant information with our stakeholders which best reflects our financial and non-financial performance.

In 2022, we have focused our efforts on adapting the content of the report to the new GRI framework defined in 2021. This adaptation allows us to submit a more complete and comprehensive report in 2022 and to set the foundations for further progress in compiling information and strengthening reports in the future.

This report is based on the following references:

  • GRI Standards 2021: we have prepared the report with reference to GRI Standards.
  • Spanish Law 11/2018, which amends the Commercial Code's revised text of the Capital Companies Act approved by Royal Legislative Decree 1/2010; and the Audit Act 22/2015, 20th July 2015, on the matters of non-financial information and diversity.
  • Sustainability Accounting Standards Board.
  • Regulation (EU) 2020/852 of the European Parliament and of the EU Council on 18th June 2020, on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (EU taxonomy).
  • Task Force on Climate-related Financial Disclosures.
  • Similarly, this report is used for the Applus+ Group's 'Communication on Progress' (CoP) of the UN's Global Compact 2022.

In preparing this report, we have assessed the material issues that best represent the most significant impacts of Applus+ on the economy; the environment and people, including human rights; and the expectations of our stakeholders.

Accordingly, the report presents the results in a full and comprehensive manner with accuracy, balance, clarity, comparability, completeness, sustainability context, timeliness and verifiability.

Description of material topics

GOVERNMENT

  1. Risks management: Risk assessment and management procedures.

  2. Sustainable Business model and strategy: Our company's plan for operating including strategic ESG objectives & business diversification plan.

  3. Brand: Services' image & marketplace.

  4. Economic performance: Strategic objectives linked to growth and margins in a sustainable way.

  5. Corporate Governance: Rules, practices and processes by which our company is run.

  6. Compliance and reputation: Integrity and responsibility by which we make our decisions and run our operations, as well as being perceived as a trusted company.

  7. Stakeholders' engagement: Dialogue and commitment with our stakeholders keeping reliable disclosure about our operations to the investors, promoting and providing internal communication channel.

OPERATION

  1. Innovación y transformación digital. Proyectos de innovación para desarrollar productos y servicios que satisfagan las necesidades del mercado a través de la digitalización y la implementación de nuevas tecnologías.

  2. Calidad del servicio y relación con el cliente. Desempeño global de nuestros servicios y conocimiento del cliente necesarios para construir relaciones a largo plazo y llegar a ser un socio de confianza.

  3. Competitividad. Promoción, desarrollo e incremento de servicios de alto valor añadido dentro de nuestra cartera.

  4. Privacidad y protección de datos. Prácticas de protección de datos para clientes y empleados. 12. Gestión sostenible de la cadena de suministro. Prácticas de nuestros proveedores para reducir

impactos.

  1. Ciberseguridad. Estrategia para mejorar nuestra ciberseguridad.

  2. Sustainable Services: Strategy to develop (i) services helping our customers to reduce or mitigate their environmental impact and (ii) more sustainable markets.

SOCIETY

  1. Health and Safety: Practices to protect the health, safety and wellbeing of our employees.

  2. Talent Management: Practices to attract and retain talented people.

  3. Employee engagement & wellbeing: Practices to ensure that employees feel satisfied and motivated to actively engage with the company.

  4. Diversity, inclusion and equality: Fair opportunities, recognition, treatment and remuneration for all employees.

  5. Respect for human rights: Practices to promote and protect human rights in our operations, including contractors.

  6. Local impact and socioeconomic contribution: Encourage of local communities' development (employment, training, technology, etc.).

ENVIRONMENT

  1. Energy transition and climate change: Commitment & practices for the reduction of energy consumption and GHG emissions.

  2. Biodiversity and natural areas protection: Practices to preserve species and ecosystems.

  3. Waste Management: Practices to reduce and manage waste.

  4. Water footprint: Practices to reduce water consumption and reuse wastewater flows.

  5. Eco-efficiency and circularity: Strategies to carry out activities with minimum environmental impact, reducing waste and conserving natural resources.

Financial contribution

GRI 201-1 GRI 207-4

ECONOMIC VALUE ADDED (EVA) BREAKDOWN

EVA Breakdown 2021 2022
Economic value generated (thousands
of Euros)
1,782,141 2,052,441
Revenue 1,776,746 2,049,943
Revenues equity method - -
Financial income 2,599 923
Results on disposals of non-current assets 2,796 1,575
Economic value distributed (thousands
of Euros)
1,555,782 1,798,857
Procurements 154,402 206,877
Staff costs 1,002,151 1,139,837
Other operating expenses 334,158 376,719
Other costs 10,981 11,219
Financial costs 28,480 34,656
Corporate income tax 25,610 29,549
Economic value retained (thousands of
Euros)
226,359 253,584

In 2022, 88% out of the EVA generated by Applus+ was distributed and 12% was retained by the organisation.

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(*) The individual profit before tax per regions is net of dividends and security portfolio paid between legal entities within the Group. The other main difference from the consolidated profit before tax is the annual amortisation charge associated with the intangible assets combinations.

Data related to Human Resources

GRI 2-7 GRI 2-21 GRI 2-30 GRI 202-1 GRI 202-2 GRI 401-1 GRI 401-2 GRI 401-3 GRI 404-3 GRI 405-1 GRI 405-2

NUMBER OF EMPLOYEES

NUMBER OF EMPLOYEES
2022 26,414
2021 25,278

WORKFORCE PROFILE

EMPLOYEES BY GENDER
Male Female
2022 79% 21%
2021 80% 20%
EMPLOYEES BY AGE
<30 years ≥ 30 years <50 ≥50 years Total
2022 21% 60% 19% 100%
2021 21% 61% 18% 100%
LOCAL EMPLOYEES
Local No Local Total
2022 87% 13% 100%
2021 86% 14% 100%

EMPLOYEES COVERED BY COLLECTIVE AGREEMENTS

EMPLOYEES COVERED BY COLLECTIVE AGREEMENTS
2022 52%
2021 54%

Currently, there are 16 countries where the Group has collective-bargaining agreements.

NUMBEROF COUNTRIES WITH COLLECTIVE‐BARGANING
AGREEMENTS
2022 16
2021 18

The 2022 figures cover 99.97 of Applus+ employees.

ORGANISATION OF WORK

%
Part‐Time
2022 2021
Male 3% 2%
Female 11% 12%

MATERNITY AND PATERNITY LEAVE

840 employees benefited from this leave with their families in 2022, with 69.17% returning at the end of the leave period.

The 2022 figures cover 99.97 of Applus+ employees.

Number of employeestaking
parental leave
2022 2021
Male 627 769
Female 213 209
Total 840 978
Employees taking parental leave(%)
2022 2021
Male 75% 79%
Female 25% 21%
Employees taking parental
leave/Total number of
employees
2022 2021
Male 3.00% 3.80%
Female 3.86% 4.16%
% Returning 2022
69.17%
From employees entitled
to parental leave, total
number of employeesthat
returned to work in the
reporting period after
2021
76.78%
Number of
employees taking
parental leave in 2022
Employees taking
parental leave in
2022 (%)
Employees taking
parental
leave/Total
number of
employees in 2022
(%)
From employees entitled to
parental leave, total
number of employees that
returned to work in the
reporting period after
parental leave ended
% Returned From employees that
returned to work in the
reporting period after
parental leave ended, total
number of employees who
are still employed 12 months
after their return to work
% Retention

Male 627 75% 3.00% 432 68.90% 271 62.73% Female 213 25% 3.86% 149 69.95% 89 59.73%

EMPLOYEES WITH FUNCTIONAL DIVERSITY

EMPLOYEES WITH
FUNCTIONAL DIVERSITY
RATIO
2022 293 1.11%
2021 280 1.11%

The 2022 figures cover 99.97 of Applus+ employees.

TALENT MANAGEMENT

Total 840

Voluntary turnover

VOLUNTARY TURNOVER
2022 12.53%
2021 11.03%

The 2022 figures cover 99.97 of Applus+ employees.

Internal promotion

INTERNAL PROMOTION RATE
Management Positions Tier 1,2 & 3
2022 65.9%
2021 73.2%

TRAINING

Training hours

Training hours
per employee
2022 22
2021 23

Training hours by Area

TRAINING HOURS BY AREA
Technical
Skills
HSQE Languages Others
2022 57% 22% 4% 17%
2021 59% 26% 3% 12%

Training by Tier

2022 2021
Organisational Level Training hours % Training hours Training hours % Training hours
Tier 1, 2 &3 7,266 1.3% 6,486 1.1%
Tier 4 75,736 13.1% 14,383 2.6%
Tier Operational Employees 496,976 85.7% 547,831 96.3%
TOTAL 579,978 100% 568,700 100%

The 2022 figures cover 99.97 of Applus+ employees.

Training costs

2022 Total training costs per area (€) % Total training costs per area
related to Total training costs
% Total training costs per area related
to Total Base Salaries
HSQE 2,723,942 11% 0.34%
Technical 9,017,985 36% 1.12%
Languages 2,253,552 9% 0.28%
Others 10,833,119 44% 1.35%
Total 24,828,597.40 100.00% 3.09%

2021 Total training costs per area (€) % Total training costs per area
related to Total training costs
% Total training costs per area
related to Total Base Salaries
HSQE 3,367,163 23% 0.48%
Technical 8,537,952 59% 1.22%
Languages 428,014 3% 0.06%
Others 2,209,202 15% 0.31%
Total 14,542,330.36 100.00% 2.07%

BREACKDOWN OF THE DATA RELATED TO HUMAN RESOURCES

ORGANISATIONAL LEVEL NUMBER OF
EMPLOYEES
2022
NUMBER OF
EMPLOYEES
2021
Tier 1, 2 & 3 475 466
Tier 4 1,159 1,012
Operational employees and Others 24,780 23,800
Total 26,414 25,278

Number of employees by organizational level

Employees by organizational level

The 2022 figures cover 99.97 of Applus+ employees.

EMPLOYEES BY ORGANIZATIONAL LEVEL Tier1: Managers who report directly to Applus+ Group's CEO

Tier2: Managers who report directly to Tier1 (corporate area directors, regionals, business unit area managers or country managers if they report directly to Tier1)

Tier3: Managers who report directly to Tier2 (corporate area managers or country managers, key account managers, business line managers if they report directly to Tier2)

Tier4: Managers who report directly to Tier3.

Operational employees and Others: any other employee not included in the categories detailed above.

Number of employees by organizational level and gender

NUMBER OF EMPLOYEES BY TIER
& GENDER
2022 2021
Tier 4 Tier 4
82.83% M - 17.17% F 81% M - 19% F
Overall employees Operational employees and
Others
79% H-21% F
Operational employees and
Others
80% H - 20% F
Management Tier 1, 2 & 3
77% M-23% F
Tier 1, 2 & 3
76% M - 24% F
NUMBER OF EMPLOYEES BY GENDER 2022
REGION REGION/COUNTRY GENDER TIER 1, 2 & 3 TIER 4 OPERATIONAL EMPLOYEES & OTHERS TOTAL
Australia
Asia Pacific
M-Male 10 18 519 547
F-Female 4 4 56 64
M-Male 31 82 903 1,016
Other Countries F-Female 7 26 363 396
M-Male 2 16 734 752
Brazil F-Female 3 95 98
M-Male 2 36 831 869
Chile F-Female 4 312 316
M-Male 2 10 1,674 1,686
Colombia F-Female 1 3 744 748
Latin America M-Male 33 33
Guatemala F-Female 2 2
M-Male 1 6 310 317
Panama F-Female 1 103 104
M-Male 9 26 986 1,021
Other Countries F-Female 6 210 216
M-Male 1 13 372 386
Oman F-Female 15 15
M-Male 1 7 339 347
Qatar F-Female 1 25 26
Middle East and Africa M-Male 2 94 1,680 1,776
Saudi Arabia F-Female 1 104 105
M-Male 11 24 510 545
Other Countries F-Female 1 5 51 57
M-Male 6 38 466 510
Germany F-Female 3 87 90
M-Male 9 4 670 683
Ireland F-Female 1 131 132
Rest of Europe M-Male 14 149 299 462
Netherlands F-Female 7 29 30 66
M-Male 29 87 1,566 1,682
Other Countries F-Female 5 18 279 302
M-Male 182 190 6,126 6,498
Spain Spain F-Female 67 45 2,212 2,324
M-Male 53 160 1,557 1,770
USA and Canada USA and Canada F-Female 16 51 386 453
Total 475 1,159 24,780 26,414

Number of employees by organisational level and gender in 2022

NUMBER OF EMPLOYEES BY GENDER 2021
REGION REGION/COUNTRY GENDER TIER 1, 2 & 3 TIER 4 OPERATIONAL EMPLOYEES & OTHERS TOTAL
Asia Pacific Australia M-Male 5 14 436 455
F-Female 1 2 60 63
Other Countries M-Male 21 61 793 875
F-Female 7 22 331 360
M-Male 2 15 485 502
Brazil F-Female ‐ 3 58 61
Chile M-Male 2 32 878 912
F-Female 1 4 315 320
M-Male 2 9 1,537 1,548
Colombia F-Female 1 ‐ 543 544
Latin America M-Male ‐ ‐ 23 23
Guatemala F-Female ‐ ‐ 2 2
M-Male 1 6 251 258
Panama F-Female ‐ 1 89 90
M-Male 13 47 1,185 1,245
Other Countries F-Female 2 9 302 313
M-Male 1 13 361 375
Oman F-Female ‐ ‐ 15 15
M-Male 1 9 342 352
Qatar F-Female 1 ‐ 26 27
Middle East and Africa M-Male 2 61 1,708 1,771
Saudi Arabia F-Female ‐ 6 60 66
M-Male 12 22 520 554
Other Countries F-Female 2 4 46 52
M-Male 8 30 517 555
Germany F-Female ‐ 3 82 85
M-Male 20 ‐ 684 704
Ireland F-Female 2 ‐ 141 143
Rest of Europe M-Male 14 144 315 473
Netherlands F-Female 7 23 31 61
Other Countries M-Male 33 86 1,558 1,677
F-Female 6 19 231 256
M-Male 170 152 5,947 6,269
Spain Spain F-Female 65 50 2,048 2,163
M-Male 48 117 1,501 1,666
USA and Canada USA and Canada F-Female 15 46 341 402
Total 465 1,010 23,762 25,237

Number of employees by organisational level and gender in 2021

Number of employees by gender and age in 2022

NUMBER OF EMPLOYEES BY GENDER & AGE 2022
REGION REGION/PAIS MASCULINO<30
ANOS
FEMENINO<30
ANOS
MASCULINO 30>
ANOS<50
FEMENINO
30≥ANOS<50
MASCULINO≥50
ANOS
FEMENINO>50
ANOS
Asia Pacific Australia 47 12 370 40 130 12
Other Countries 355 154 581 230 80 12
Brazil 168 34 507 61 77 3
Chile 228 61 458 207 183 48
Latin America Colombia 358 263 1,109 453 219 32
Guatemala 14 1 18 1 1
Panama 164 51 137 48 16 5
Other Countries 293 103 594 97 134 16
Oman ਰੇਰੇ 5 207 10 80 -
Middle Eastand Africa Saudi Arabia 407 51 1,125 52 244 2
Other Countries 142 15 644 62 106 6
Germany 49 14 285 49 176 27
Ireland 64 11 449 71 170 50
Rest of Europa Netherlands 27 6 254 35 181 25
Other Countries 267 76 වර්ග 163 509 57
Spain Spain 1,272 354 3,852 1,523 1,374 447
USA and Canada USA and Canada 298 85 931 229 541 139
Tota 4,252 1,296 12,427 3,337 4,221 881

The 2022 figures cover 99.97 of Applus+ employees.

Number of employees by gender and age in 2021

NUMBER OF EMPLOYEES BY GENDER & AGE 2021
REGION REGION/PAIS MASCULINO<30
ANOS
FEMENINO<30
ANOS
MASCULINO 30≥
ANOS<50
FEMENINO
30≥ANOS<50
MASCULINO≥50
ANOS
FEMENINO>50
ANOS
Asia Pacific Australia 50 13 308 38 97 12
Other Countries 276 128 519 221 80 11
Brazil 115 21 345 38 42 2
Chile 297 તેર 443 178 172 46
Latin America Colombia 304 179 1,059 345 185 20
Guatemala 10 13 2 -
Panama 130 48 110 39 18 3
Other Countries 413 152 694 144 138 17
Oman છેર 4 212 11 77
Middle East and Africa Saudi Arabia 394 34 1,169 30 208 2
Other Countries 128 13 683 58 વેડ 8
Germany 46 11 326 47 183 27
Ireland 74 16 477 87 153 40
Restof Europa Netherlands 37 7 270 29 166 25
Other Countries 258 ല്ല 930 142 489 46
Spain Spain 1,193 287 3,839 1,502 1,237 374
USA and Canada USA and Canada 287 78 872 192 507 132
Total 4,098 1,155 12,269 3,103 3,847 765

Number of dismissals by gender and organisational level

NUMBER OF DISMISSALS BY GENDER & ORGANISATIONAL LEVEL
CENDER MALE FEMALE TOTAL
ORGANISATIONAL Tier 2 & Others Tier 2 & Others Dismissals 0/0
LEVEL Tier 3 Tier 3
2022 6 1,641 352 2,003 7.6%
2021/ 1,255 5 222 1,489 5.9%
NUMBER OF EMPLOYEES BY GENDER & CONTRACT 2022
REGION REGION/COUNTRY GENDER PERMANENT NON-PERMANENT TOTAL
M-Male 351 196 547
Asia Pacific Australia F-Female 43 21 64
M-Male 631 385 1,016
Other Countries F-Female 263 133 396
M-Male 752 ‐ 752
Brazil F-Female 97 1 98
M-Male 863 6 869
Chile F-Female 316 ‐ 316
M-Male 238 1,448 1,686
Colombia F-Female 118 630 748
Latin America M-Male 33 ‐ 33
Guatemala F-Female 2 ‐ 2
M-Male 313 4 317
Panama F-Female 89 15 104
M-Male 472 549 1,021
Other Countries F-Female 102 114 216
M-Male 180 206 386
Oman F-Female 15 ‐ 15
Qatar M-Male 83 264 347
F-Female 23 3 26
Middle East and Africa Saudi Arabia M-Male 1,704 72 1,776
F-Female 99 6 105
M-Male 242 303 545
Other Countries F-Female 46 11 57
Germanay M-Male 466 44 510
F-Female 79 11 90
Ireland M-Male 663 20 683
Rest of Europe F-Female 128 4 132
Netherlands M-Male 459 3 462
F-Female 65 1 66
M-Male 1,451 231 1,682
Other Countries F-Female 239 63 302
M-Male 5,570 928 6,498
Spain Spain F-Female 2,060 264 2,324
M-Male 1,683 87 1,770
USA and Canada USA and Canada F-Female 419 34 453
Total 20,357 6,057 26,414

Number of employees by gender and contract in 2022

NUMBER OF EMPLOYEES BY GENDER & CONTRACT 2021
REGION REGION/COUNTRY GENDER PERMANENT NON-PERMANENT TOTAL
Australia M-Male 269 186 455
F-Female 44 19 63
Asia Pacific Other Countries M-Male 488 387 875
F-Female 220 140 360
Brazil M-Male 495 7 502
F-Female 59 2 61
Chile M-Male 904 8 912
F-Female 319 1 320
Colombia M-Male 195 1,353 1,548
Latin America F-Female 70 474 544
Guatemala M-Male 23 ‐ 23
F-Female 2 ‐ 2
Panama M-Male 252 6 258
F-Female 79 11 90
Other Countries M-Male 785 460 1,245
F-Female 204 109 313
M-Male 181 194 375
Oman F-Female 15 ‐ 15
Qatar M-Male 96 256 352
F-Female 26 1 27
Middle East and Africa Saudi Arabia M-Male 1,722 49 1,771
F-Female 61 5 66
M-Male 293 261 554
Other Countries F-Female 35 17 52
Germanay M-Male 514 41 555
F-Female 78 7 85
Ireland M-Male 689 15 704
Rest of Europe F-Female 129 14 143
Netherlands M-Male 470 3 473
F-Female 60 1 61
Other Countries M-Male 1,485 192 1,677
F-Female 210 46 256
Spain Spain M-Male 4,734 1,535 6,269
F-Female 1,676 487 2,163
USA and Canada USA and Canada M-Male 1,665 1 1,666
F-Female 400 2 402
Total 18,947 6,290 25,237

Number of employees by gender and contract in 2021

Parental leave by gender in 2022

PARENTAL LEAVE BY GENDER 2022 TOTAL NUMBER OF
EMPLOYEES WHO ENJOYED
PARENTAL LEAVE WITHIN
THE
PERIOD OF THIS REPORT
FROM THESE EMPLOYEES, TOTAL
NUMBER WHO RETURNED TO
WORK IN THE REPORTING
PERIOD
AFTER THE PARENTAL LEAVE
ENDED
% RETURN
Male Female Male Female Male Female
Australia 16 1 16 100.00% 0.00%
Asia Pacific Other Countries 20 8 9 8 45.00% 100.00%
Brazi 0.00% 0.00%
Latin America Chile 9 8 0.00% 88.89%
Colombia 38 27 38 24 100.00% 88.89%
Guatemala 0.00% 0.00%
Panama 5 6 5 100.00% 0.00%
Other Countries 18 4 18 4 100.00% 100.00%
Oman 0.00% 0.00%
Middle East Qatar 1 1 0.00% 100.00%
and Africa Saudi Arabia 3 2 3 2 100.00% 100.00%
Other Countries 0.00% 0.00%
Germany 5 11 13 3 260.00% 27.27%
Ireland 44 10 42 9 95.45% 90.00%
Rest of Europe Netherlands 21 3 8 2 38.10% 66.67%
Other Countries 113 30 38 19 33.63% 63.33%
Spain Spain 308 83 238 ટર્ 77.27% 67.47%
USA and
Canada
USA and Canada 36 18 4 7 11.11% 39.06%
Total 627 213 432 143 68.90% 67.16%

The 2022 figures cover 99.97 of Applus+ employees.

Parental leave by gender in 2021

PARENTAL LEAVE BY GENDER 2021 TOTAL NUMBER OF
EMPLOYEES WHO ENJOYED
PARENTAL LEAVE WITHIN THE
PERIOD OF THIS REPORT
FROM THESE EMPLOYEES,
TOTAL
NUMBER WHO RETURNED TO
WORK IN THE REPORTING
PERIOD
AFTER THE PARENTAL LEAVE
ENDED
% RETURN
Male Female Male Female Male Female
Australia - 2 - 1 0% 50%
Asia Pacific Other Countries 17 9 16 18 94% 200%
Brazil - - - - 0% 0%
Chile - 5 - 2 0% 40%
Latin America Colombia 34 1 34 1 100% 100%
Guatemala - - - - 0% 0%
Panama - 8 - 3 0% 38%
Other Countries 14 11 14 10 100% 91%
Oman - - - - 0% 0%
Middle East and Qatar - - - - 0% 0%
Africa Saudi Arabia - - - - 0% 0%
Other Countries 4 - - 1 0% 0%
Germany 26 7 26 4 100% 57%
Ireland 66 16 66 14 100% 88%
Rest of Europe Netherlands 12 - 10 - 83% 0%
Other Countries 114 35 101 15 89% 43%
Spain Spain 458 89 367 47 80% 53%
USA and Canada USA and Canada 24 26 - 1 0% 4%
Total 769 209 634 117 82% 56%
NUMBER OFEMPLOYEES COVERED BY COLLECTIVE AGREEMENTS 2022
REGION REGION/ COUNTRY EMPLOYEES
COVERED BY
COLLECTIVE
AGREEMENTS
% EMPLOYEES
COVERED BY
COLLECTIVE
AGREEMENTS
Asia Pacific Australia 410 67%
Other Countries 71 5%
Brazil 850 100%
Latin America Chile 145 12%
Other Countries 329 27%
Middle East and Africa Other Countries 0%
Germany 262 44%
Rest of Europe Ireland 801 98%
Netherlands ਟੀਰੇ 98%
Other Countries 974 49%
Spain Spain 8,822 100%
USA and Canada USA and Canada 624 28%
Total 13,807.00 52%

Number of employees covered by collective agreements in 2022

The 2022 figures cover 99.97 of Applus+ employees.

Number of employees covered by collective agreements in 2021

NUMBER OF EMPLOYEES COVERED BY COLLECTIVE AGREEMENTS 2021
REGION REGION/ COUNTRY EMPLOYEES COVERED BY
COLLECTIVE AGREEMENTS
% EMPLOYEES COVERED BY
COLLECTIVE AGREEMENTS
Australia 373 72%
Asia Pacific Other Countries 166 13%
Brazil 563 100%
Latin America Chile 182 15%
Other Countries 299 7%
Middle East and Africa Other Countries - 0%
Germany 534 83%
Ireland 825 97%
Rest of Europe Netherlands 523 98%
Other Countries 1,090 56%
Spain Spain 8,432 100%
USA and Canada USA and Canada 563 27%
Total 13,550.00 54%
NUMBER OF EMPLOYEES BY GENDER & DEDICATION 2022
REGION REGION/COU
NTRY
GENDER FULL TIME PART TIME TOTAL
Australia M-Male 405 142 547
Asia Pacific F-Female 52 12 64
Other
Countries
M-Male 1,011 5 1,016
F-Female 385 11 396
Brazil M-Male 752 752
F-Female 98 ರಿಕ
Chile M-Male 869 869
F-Female 316 316
Colombia M-Male 1,678 8 1,686
F-Female 747 1 748
Latin America M-Male 33 33
Guatemala F-Female 2 2
M-Male 317 317
Panama F-Female 104 104
Other
Countries
M-Male 1,021 1,021
F-Female 216 216
Oman M-Male 386 386
F-Female 15 15
Qatar M-Male 347 347
Middle East F-Female 26 26
and Africa Saudi Arabia M-Male 1,776 1,776
F-Female 105 105
other
Countries
M-Male 545 545
F-Female 57 57
M-Male 483 27 510
Germany F-Female 53 37 90
M-Male 646 37 683
Ireland F-Female 60 72 132
Rest of Europe Netherlands M-Male 447 15 462
F-Female 28 38 ୧୧
Other
Countries
M-Male 1,620 62 1,682
F-Female 259 43 302
M-Male 6,304 194 6,498
Spain Spain F-Female 1,988 336 2,324
USA and USA and M-Male 1,665 105 1,770
Canada Canada F-Female 420 33 453
Total 25,236 1,178 26,414

Number of employees by gender and dedication in 2022

NUMBER OF EMPLOYEES BY GENDER & DEDICATION 2021
REGION REGION/COUNTRY GENDER FULL TIME PART TIME TOTAL
Asia Pacific M-Male 455 455
Australia F-Female 57 6 63
Other Countries M-Male 856 । ਰੇ 875
F-Female 352 8 360
Brazil M-Male 502 502
F-Female 61 61
Chile M-Male 912 912
F-Female 320 320
Colombia M-Male 1,548 1,548
Latin America F-Female 542 2 544
Guatemala M-Male 23 23
F-Female 2 2
Panama M-Male 258 258
F-Female 90 90
Other Countries M-Male 1,245 - 1,245
F-Female 305 8 313
Oman M-Male 375 375
F-Female 15 15
Qatar M-Male 352 352
Middle East and Africa F-Female 27 27
Saudi Arabia M-Male 1,771 1,771
F-Female 66 66
Other Countries M-Male 554 1 554
F-Female 52 - 52
Germany M-Male 526 29 555
F-Female 49 36 85
Ireland M-Male 683 21 704
Rest of Europe F-Female 64 79 143
Netherlands M-Male 453 20 473
F-Female 29 32 61
Other Countries M-Male 1,609 68 1,677
F-Female 222 34 256
Spain Spain M-Male 6,102 167 6,269
F-Female 1,806 357 2,163
USA and Canada USA and Canada M-Male 1,581 85 1,666
F-Female 374 28 402
Total 24,238 ggg 25,237

Number of employees by gender and dedication in 2021

Number of local employees in 2022

LOCAL / NO LOCAL EMPLOYEES
REGION REGION/COUNTRY ORGANIZATIONAL LEVEL MALE_LOCAL FEMALE_LOCAL MALE_NO LOCAL FEMALE_NO LOCAL
Tier 1, 2 & 3 10 4 0 0
Australia Tier 4 18 4 0 0
Operational employees &
others
518 55 1 1
Asia Pacific Tier 1, 2 & 3 22 4 9 3
Other Countries Tier 4 69 22 13 4
Operational employees &
others
803 333 100 30
Tier 1, 2 & 3 1 - 1 -
Brazil Tier 4 15 3 1 -
Operational employees &
others
733 95 1 -
Tier 1, 2 & 3 2 - - -
Chile Tier 4 28 4 8 -
Operational employees &
others
751 290 80 22
Tier 1, 2 & 3 1 1 1 -
Colombia Tier 4 9 3 1 -
Operational employees & 1,659 741 15 3
Latin America others
Tier 1, 2 & 3
- - - -
Guatemala Tier 4 - - - -
Operational employees & 33 2 - -
others
Tier 1, 2 & 3
- - 1 -
Panama Tier 4 4 - 2 1
Operational employees & 306 99 4 4
others
Tier 1, 2 & 3
8 - 1 -
Tier 4 24 6 2 -
Other Countries Operational employees & 971 208 15 2
others
Tier 1, 2 & 3
Tier 4
-
4
-
-
1
9
-
-
Oman Operational employees &
others 77 15 295 -
Tier 1, 2 & 3
Tier 4
-
14
-
1
2
80
-
-
Middle East and Africa Saudi Arabia Operational employees &
others 500 102 1,180 2
Tier 1, 2 & 3 1 - 11 2
Other Countries Tier 4
Operational employees &
5 2 26 3
others 170 32 679 44
Tier 1, 2 & 3 6 - - -
Germany Tier 4
Operational employees &
36 3 2 -
others 449 85 17 2
Tier 1, 2 & 3 9 1 - -
Ireland Tier 4
Operational employees &
4 - - -
Rest of Europe others 580 109 90 22
Tier 1, 2 & 3 14 6 - 1
Netherlands Tier 4
Operational employees &
145 28 4 1
others 274 29 25 1
Other Countries Tier 1, 2 & 3 27 5 2 -
Tier 4 81 17 6 1
Operational employees &
others
1,499 260 67 19
Spain Tier 1, 2 & 3 166 65 16 2
Spain Tier 4 168 43 22 2
Operational employees &
others
5,840 2,083 286 129
Tier 1, 2 & 3 51 15 2 1
USA and Canada USA and Canada Tier 4 155 51 5 -
Operational employees &
others
1,524 377 33 9
Total 17,784 5,203 3,116 311

Number of new hires in 2022

NEW HIRES 2022
REGION REGION/COUNTRY ORGANIZATIONAL LEVEL MALE<30 YEARS OLD FEMALE<30 YEARS OLD MALE 30≥YEARS OLD<50 FEMALE 30≥YEARS OLD<50 MALE≥50 YEARS OLD FEMALE≥50
YEARS OLD
Tier 1, 2 & 3 0 0 0 0 0 0
Australia Tier 4 2 0 4 0 1 0
Asia Pacific Operational employees &
others
5 6 26 9 2 2
Tier 1, 2 & 3 0 0 4 2 0 0
Other Countries Tier 4 0 0 14 3 2 0
Operational employees & 227 80 163 63 23 7
others
Tier 1, 2 & 3
- - - - - -
Brazil Tier 4 - - - - 1 -
Operational employees & 139 33 392 40 44 4
others
Tier 1, 2 & 3
- - - - - -
Chile Tier 4 - 1 - - - -
Operational employees & 232 85 387 168 136 36
others
Tier 1, 2 & 3
- - 1 - - -
Tier 4 - - 1 1 1 -
Colombia Operational employees & 301 215 592 216 100 8
Latin America others
Tier 1, 2 & 3
Tier 4
-
-
-
-
-
-
-
-
-
-
-
-
Guatemala Operational employees &
others 7 1 5 - 1 -
Panama
Other Countries
Tier 1, 2 & 3 - - - - - -
Tier 4
Operational employees &
- - 1 - - -
others 88 22 40 15 - 1
Tier 1, 2 & 3 - - 1 - - -
Tier 4
Operational employees &
- - 1 - - -
others 205 62 348 34 36 1
Oman Tier 1, 2 & 3 - - - - - -
Tier 4
Operational employees &
- - - - - -
others 48 1 44 - 17 -
Tier 1, 2 & 3 - - - - - -
Middle East and Africa Saudi Arabia Tier 4 - - - - 2 -
Operational employees &
others
225 74 114 50 7 -
Tier 1, 2 & 3 - - - - 1 -
Other Countries Tier 4 1 - 3 1 1 -
Operational employees &
others
152 4 425 11 51 -
Tier 1, 2 & 3 - - - - - -
Germany Tier 4 2 - 1 - 2 -
Operational employees &
others
9 3 33 9 7 2
Tier 1, 2 & 3 - - - - - -
Ireland Tier 4 - - - - - -
Operational employees &
others
31 5 44 2 6 3
Rest of Europe Tier 1, 2 & 3 - - - - 1 1
Netherlands Tier 4 3 2 11 3 2 -
Operational employees &
others
6 - 28 5 6 1
Tier 1, 2 & 3 1 - 2 - 1 -
Other Countries Tier 4 1 3 1 2 2 2
Operational employees &
others
139 30 250 49 73 10
Tier 1, 2 & 3 - - - 4 1 1
Spain Spain Tier 4 - 1 3 - 2 -
Operational employees & 831 276 746 346 119 42
others
Tier 1, 2 & 3
1 - 1 - 4 -
USA and Canada USA and Canada Tier 4 2 - 11 7 2 2
Operational employees & 247 70 351 133 216 57
Total others 2,905 974 4,048 1,173 870 180

Voluntary turnover in 2022

VOLUNTARY TURNOVER 2022
REGION REGION/COUNTRY ORGANIZATIONAL LEVEL MALE<30 YEARS OLD FEMALE<30 YEARS OLD MALE 30≥YEARS OLD<50 FEMALE 30≥YEARS OLD<50 MALE≥50 YEARS OLD FEMALE≥50
YEARS OLD
Tier 1, 2 & 3 - - - - - -
Asia Pacific Australia Tier 4 - - 1 - 1 -
Operational employees & 3 6 3 8 8 1
others
Tier 1, 2 & 3
1 - 3 - 1 -
Other Countries Tier 4 - - 2 2 - -
Operational employees & 44 13 58 18 1 2
others
Tier 1, 2 & 3
- - - - - -
Brazil Tier 4 - - - - - -
Operational employees & 9 6 53 10 7 1
others
Tier 1, 2 & 3 - - - - - -
Chile Tier 4
Operational employees &
- - - 1 - 1
others 78 24 128 45 23 7
Tier 1, 2 & 3 - - - - - -
Colombia Tier 4
Operational employees &
- - 2 - - -
Latin America others 5 3 24 7 5 1
Tier 1, 2 & 3 - - - - - -
Guatemala Tier 4 - - - - - -
Operational employees &
others
- - 2 - - -
Tier 1, 2 & 3 - - - - - -
Panama Tier 4 - - - - - -
Operational employees &
others
46 6 30 10 3 -
Other Countries Tier 1, 2 & 3 - - 1 - - -
Tier 4 - - 3 - - -
Operational employees & 5 3 12 6 1 -
Oman others
Tier 1, 2 & 3
- - - - - -
Tier 4 - - - - - -
Operational employees & 17 - 16 1 - -
others
Tier 1, 2 & 3
- - - - - -
Tier 4 - - 2 - - -
Middle East and Africa Saudi Arabia Operational employees &
others 67 4 64 3 4 -
Tier 1, 2 & 3 - - - - - -
Other Countries Tier 4
Operational employees &
- - 2 - - -
others 9 3 41 6 1 -
Tier 1, 2 & 3 - - 1 - - -
Germany Tier 4
Operational employees &
- - - - - -
others 7 2 57 9 8 5
Tier 1, 2 & 3 - - - - - -
Ireland Tier 4 - - - - - -
Operational employees &
others
14 4 72 13 17 2
Rest of Europe Tier 1, 2 & 3 - - - - 1 -
Netherlands Tier 4 4 - 22 2 4 -
Operational employees &
others
2 1 7 1 2 1
Tier 1, 2 & 3 - - 1 - 2 -
Other Countries Tier 4 - - 6 5 2 -
Operational employees & 32 10 105 15 40 6
others
Tier 1, 2 & 3
- - 4 2 - -
Spain Spain Tier 4 - - 5 2 - -
Operational employees & 116 39 266 83 34 5
others
Tier 1, 2 & 3
1 1 17 5 6 2
Tier 4 - - 2 1 2 -
USA and Canada USA and Canada Operational employees & 111 50 139 70 91 31
others
Total 571 175 1,151 325 264 65

Performance Appraisal in 2022

PERFORMANCE APPRAISAL
(Number of employees evaluated)
REGION REGION/COUNTRY ORGANIZATIONAL LEVEL MALE FEMALE TOTAL
Tier 1, 2 & 3
-
0
Australia Tier 4
Operational employees &
- - 0
Asia Pacific others - - 0
Tier 1, 2 & 3
Tier 4
12
47
-
9
12
56
Other Countries Operational employees & 203 61 264
others
Tier 1, 2 & 3
- - 0
Brazil Tier 4 - - 0
Operational employees & - - 0
others
Tier 1, 2 & 3
- - 0
Chile Tier 4 - - 0
Operational employees &
others
27 20 47
Tier 1, 2 & 3 - - 0
Colombia Tier 4 8 3 11
others 60 44 104
Latin America Tier 1, 2 & 3 - - 0
Guatemala Tier 4 - - 0
others - - 0
Tier 1, 2 & 3 - - 0
Panama 1 7
others 85 324
Other Countries Tier 1, 2 & 3 - - 0
3 8
others 41 100
-
-
0
0
Oman Operational employees & - 0
- 0
Middle East and Africa Tier 4 - - 0
Operational employees & - - 0
Other Countries Tier 1, 2 & 3 1 1 2
Tier 4 18 - 18
Operational employees &
Operational employees &
Tier 4
6
Operational employees &
239
Tier 4
5
Operational employees &
59
Tier 1, 2 & 3
-
Tier 4
-
-
others
Tier 1, 2 & 3
-
Saudi Arabia
others
Operational employees &
25
others
Tier 1, 2 & 3
3
Tier 4
16
Operational employees &
57
others
Tier 1, 2 & 3
-
Tier 4
-
Operational employees &
-
others
Tier 1, 2 & 3
9
Tier 4
96
3 28
- 3
Germany 1 17
10 67
- 0
Ireland - 0
Rest of Europe - 0
4 13
Netherlands Operational employees & 20 116
others 188 21 209
Tier 1, 2 & 3
Tier 4
12
27
3
6
15
33
Other Countries Operational employees &
others 907 140 1047
Tier 1, 2 & 3
Tier 4
241
456
43
97
284
553
Spain Spain Operational employees & 2,049 591 2640
others
Tier 1, 2 & 3
26 10 36
USA and Canada USA and Canada Tier 4 137 44 181
Operational employees &
others
717 200 917
Total 5,651 1,461 7,112

Annual comparison ratio

ANNUAL COMPARISON RATIO RATIO 2022 RATIO 2021
Australia 3.4 2.8
Asia Pacific Other Countries 13.7 8.3
Brazil 11.6 13.0
Chile 14.4 9.1
Colombia 10.8 9.9
Latin America Guatemala 3.1 1.8
Panama 5.8 5.9
Other Countries 9.6 10.7
Oman 9.7 8.8
Qatar 15.5 17.1
Middle East and Africa Saudi Arabia 8.3 9.3
Other Countries 16.9 21.4
Germany 3.2 3.6
Ireland 2.8 3.1
Resto of Europe Netherlands 3.2 3.2
Other Countries 7.8 6.1
Spain Spain 7.6 6.9
USA and Canada USA and Canada 4.5 5.2

Ratio: Annual compensation of the highest paid individual compared to the AVG compensation w/o the highest paid individual.

The 2022 figures cover 99.93% of Applus+ employees. Executive Committee in Spain not included.

Ratio of minimum salary in 2022

RATIO OF MINIMUM SALARY AND AVG SALARY BY
LAW WITHIN THE COUNTRY COMPARED TO THE
LOCAL COUNTRY 2022
Minimum salary within the
Region/Country by law
Minimum salary within the
Minimum
Region Country (Applus+)
salary gap
by Gender
% Δ Minimum salary % Δ Medium salary
Male Female Male Female (Applus+) Male Female Male Female
Asia Pacific Australia 26,651 26,651 31,046 33,448 8% 16% 26% - -
Other Countries 167 167 10,470 9,903 -5% 6156% 5817% 157% 8%
Brazil 2,678 2,678 2,827 2,827 0% 6% 6% 76% 92%
Chile 327 327 3,009 10,855 261% 821% 3224% -16% 49%
Colombia 267 267 7,372 5,873 -20% 2659% 2098% - -
Latn America Guatemala 5,517 5,517 5,517 5,517 0% 0% 0% - -
Panama 8,340 8,340 8,340 8,340 0% 0% 0% - -
Other Countries 2,878 2,878 7,525 6,245 -17% 161% 117% - -
Oman - - 4,211 7,632 81% 0% 0% - -
Qatar - - 3,108 9,325 200% 0% 0% - -
Middle East and Africa Saudi Arabia - - 9,691 10,429 8% 0% 0% - -
Other Countries 782 782 5,722 4,453 -22% 632% 470% 481% 434%
Germany 18,468 18,468 26,759 36,852 38% 45% 100% 7% 10%
Ireland 22,916 22,916 30,301 28,884 -5% 32% 26% 26% -26%
Resto of Europe Netherlands 21,074 21,074 25,784 31,305 21% 22% 49% - -
Other Countries 4,581 4,581 17,356 18,492 7% 279% 304% 128% 149%
Spain Spain 14,000 14,000 20,541 19,557 -5% 47% 40% - -
USA and Canada USA and Canada 14,267 14,267 38,391 39,176 2% 169% 175% 27% 15%

Minimum salary within the Region/Country by law: minimum salary by law provided by HR local teams. Minimum salary within the Region/Country (Applus+): minimum salary received by an employee within the Region/Country. Minimum salary gap between the minimum salary paid in Applus+ and the minimum salary by law, compared to the latter if available.

% Δ Minimum salary: gap between the minimum salary paid in Applus+ and the minimum salary by law, compared to the latter if available. % Δ AVG salary: gap between the average salary in Applus+ and the published average salary, compared to the latter if available. The 2022 figures cover 99.93% of Applus+ employees. Executive Committee in Spain not included.

Ratio of minimum salary in 2021

RATIO OF MINIMUM SALARY AND AVG SALARY
BY LAW WITHIN THE COUNTRY COMPARED TO
THE LOCAL COUNTRY 2021
Minimum salary within
the
Region/Country by law
Minimum salary within
the
Region Country (Applus+)
Minimum
salary gap
by Gender
% Δ Minimum salary % Δ Medium salary
Male Female Male Female (Applus+) Male Female Male Female
Asia Pacific Australia 24,442 24,442 29,577 36,651 24% 21% 50% 0% 0%
Other Countries 1,007 1,007 8,605 7,876 -8% 755% 682% 27% -7%
Brazil 1,966 1,966 2,366 2,183 -8% 20% 11% 81% 40%
Chile 4,559 4,559 5,753 7,212 25% 26% 58% 84% 109%
Latn America Colombia 2,468 2,468 5,382 2,468 -54% 118% 0% 0% 0%
Guatemala 4,290 4,290 4,290 4,290 0% 0% 0% 0% 0%
Panama 7,247 7,247 7,247 7,247 0% 0% 0% 0% 0%
Other Countries 2,221 2,221 5,803 5,271 -9% 161% 137% 42% 8%
Oman 5,413 5,413 6,859 6,583 -4% 27% 22% 0% 0%
Middle East and Africa Qatar 2,743 8,229 200% 0% 0% 0% 0%
Saudi Arabia 10,733 10,733 10,733 13,416 25% 0% 25% 0% 0%
Other Countries 549 549 5,547 7,713 39% 911% 1306% 1257% 1305%
Germany 18,468 18,468 25,629 29,068 13% 39% 57% -2% 4%
Ireland 20,686 20,686 26,040 26,040 0% 26% 26% -7% -7%
Resto of Europe Netherlands 20,272 20,272 45,781 30,202 -34% 126% 49% 0% 0%
Other Countries 4,390 4,390 23,620 23,956 1% 438% 446% 25% 22%
Spain Spain 13,510 13,510 18,390 19,666 7% 36% 46% 19% 24%
USA and Canada USA and Canada 12,640 12,640 31,479 30,996 -2% 149% 145% -2% -25%

Benefits in 2022

N
umb
f
loye
er o
emp
es
wit
h be
nef
it
s
Lif
e Ins
uran
ce
Heal
t
h C
are
Edu
cat
iona
l A
llow
ance
D
isab
ilit
d In
valid
it
y Co
y an
ver
Pare
nt
al le
ave
R
et
irem
ent
Prov
isio
n
St
ock
Own
ersh
ip
Ot
hers
Perm
t
anen
Tem
/
po
rary
Part
T
ime
-
Perm
t
anen
Tem
/
p
o
rary
Part
T
ime
-
Perm
t
anen
Tem
/
p
o
rary
Part
T
ime
-
Perm
t
anen
T
/
emp
o
rary
Part
T
ime
-
Perm
t
anen
T
/
emp
o
rary
Part
T
ime
-
Perm
t
anen
T
y/
emp
orar
Part
Time
-
Perm
t
anen
T
y/
emp
orar
Part
Time
-
Perm
t
anen
T
y/
emp
orar
Part
Time
-
Asia
Pac
ific
Aus
ralia
t
- - - - - - 2 - 16 1 393 218 - - - -
Ot
her
Cou
ries
nt
460 117 596 453 40 - 67 1 19 9 432 186 1 - 19 1
Braz
il
849 1 849 1 1 - - - - - - - - - - -
C
hile
2,01
4
- 229 - 32 - 466 - 9 - - - - - - -
Lat
in A
meri
C
olo
mb
ia
333 2,96
6
603 70 172 9 46 401 8 57 - - - - 1 -
ca Gua
t
la
ema
- - - - - - - - - - - - - - - -
Pana
ma
401 20 1 - - - - - 10 1 - - 1 - 1 -
Ot
her
Cou
nt
ries
81 824 31 12 45 96 11 215 1 21 - - 1 - 77 -
Oma
n
3 3 3 3 - - - - - - - - 1 - - -
Qata
r
13 307 13 307 - - - - 1 - - - - - - -
Oma
n
Saud
i Ar
abia
- - 1,11
3
79 - - - - 5 - - - - - - -
Ot
her
Cou
nt
ries
246 271 287 370 - - 32 - - - - - 4 - - -
Germ
any
263 52 1 - - - - - 11 5 4 - 1 - 55 7
Res
f
to o
Irela
nd
699 116 - - - - 22 - 49 5 456 48 - - - -
Euro
pe
N
et
herl
ands
518 63 521 63 - - 2 4 21 3 518 61 1 - - -
Ot
her
Cou
ries
nt
1,26
1
120 1,19
8
97 625 51 5 - 140 3 149 7 3 - - -
Spa
in
Spa
in
134 4 416 18 25 4 1,95
5
881 336 55 53 - 99 9 73 -
USA
and
Can
ada
USA
and
Can
ada
1,28
5
10 1,03
3
11 - - 630 10 54 - 516 2 4 - 30 -
Tota
l
8,56
0
4,87
3
6,89
4
1,48
4
940 160 3,23
8
1,51
2
680 160 2,52
1
522 116 9 256 8

Life Insurance. Employees who had life Insurance as a benefit.

Health care. Employees who had Health Care as benefit.

Educational allowance. Employees who enjoyed specific training programmes as Masters, PhD, etc…

Disability and Invalid cover. Employees who enjoyed disability or invalid cover.

Parental leave. Employees who enjoyed parental leave.

Retirement provision. Employees who received monetary assignations in their retirement plans to top of local regulations.

Stock ownership. Employees who received RSUs.

Others. Employees who received any other benefit.

The 2022 figures cover 99.93% of Applus+ employees. Executive Committee in Spain not included.

Benefits in 2021

N
umb
f
loyee
er o
emp
s
wit
h ben
ef
it
s
Lif
e Insu
rance
Healt
h C
are
Educa
t
ional
A
llowa
nce
D
isabil
it
y and
Inval
idit
y Cov
er
Paren
t
al lea
ve
R
et
ireme
nt
Provi
sion
St
ock O
hip
wners
Ot
hers
Perma
nent
Temp
rary/
o
ime
Part
T
-
Perma
nent
Temp
rary/
o
ime
Part
T
-
Perma
nent
Temp
rary/
o
ime
Part
T
-
Perma
nent
T
rary/
emp
o
ime
Part
T
-
Perma
nent
T
rary/
emp
o
ime
Part
T
-
Perma
nent
T
/
emp
orary
Time
Part
-
Perma
nent
T
/
emp
orary
Time
Part
-
Perma
nent
T
/
emp
orary
Time
Part
-
Asia
Pacif
ic
Aust
ralia
- - - - - - 3 2 - 2 307 211 - - - -
Ot
her C
ries
ount
243 76 573 190 32 - 56 - 25 1 - 4 - - - -
Brazi
l
573 10 573 10 6 - - - - - - - - - - -
C
hile
986 - 213 - - - 928 - 5 - - - - - - -
C
olo
mb
ia
358 2,938 59 13 25 4 - - 8 27 - - - - - -
Lat
in A
meric
a
Guat
emala
25 - - - - - - - - - - - - - - -
Panam
a
331 2 1 - - - 44 - 8 - - - 1 - - -
Ot
her C
ount
ries
76 546 23 - 1 - 5 112 7 18 - - 2 - 51 -
Oman 16 14 16 14 - - - - - - - - - - - -
Qatar 29 135 29 135 - - - - - - - - - - - -
Oman Saudi
ia
Arab
1 13 1,851 35 - - - - - - - - - - - -
Ot
her C
ount
ries
347 129 416 188 - - - - 4 - - - 3 - - -
Germ
any
284 49 1 - - - 18 - 30 3 4 - 2 - 3 1
Resto
of
Irelan
d
734 113 22 - - - 22 - 73 9 734 113 - - - -
Europ
e
N
et
herlan
ds
533 63 525 61 - - 5 3 12 - 526 61 1 - - -
Ot
her C
ries
ount
1,415 98 1,367 87 663 - 4 - 147 2 815 4 2 - 4,714 -
Spain Spain 125 2 437 17 - - 2,045 1,363 377 170 40 - 51 1 77 -
USA
and
Canad
a
USA
and
Canad
a
1,161 4 1,085 4 - - 469 - 50 - 986 8 1 - - -
Total 7,236 4,192 7,191 754 727 4 3,599 1,480 746 232 3,412 401 63 1 4,845 1

SALARY GAP

Salary gap by gender

(*) Salary gap: understood as the difference between the gross annual wage of men and of women, expressed as percentage of the gross annual wage of men.

(**) The remuneration data provided in this Annex only considers our employees' base salary, because due to the peculiarity of our activities, allowances, overtime and bonus systems are closely linked to the projects performed; and therefore including these would distort the data provided for gender. Moreover, to guarantee the comparability of the information, data regarding part-time and employees contracted for less than a year has been extrapolated to full-time employees for the whole year.

The 2022 figures cover 99.93% of Applus+ employees. Executive Committee in Spain not included.

SALARY GAP BY ORGANISATIONAL LEVEL (€) 2022
Level Gender AVG by Level Gap by Level
Level 1, 2 & 3 Male 61.188
Level 1, 2 & 3 Female 53,918
Level 4 Male 30.239 102%
Level 4 Female 22,696 138%
Level 5 Male 27,607 10%
Level 5 Female 21,136 7%
Level 6 Male 16,215 70%
Level 6 Female 20,004 6%

Salary gap by organisational level in 2022

Salary gap by age in 2022

SALARY GAP BY AGE 2022
<30 years ≥ 30 years <50 ≥50 years
Male 17,974 28,290 42,227
Female 14,589 23,957 35,743
Salary Gap by Age ‐19% ‐15% ‐15%

The 2022 figures cover 99.93% of Applus+ employees. Executive Committee in Spain not included.

Salary gap by age in 2021

SALARY GAP BY AGE 2021
<30 years ≥ 30 years <50 ≥50 years
Male 16,234 23,973 36,162
Female 12,159 21,259 28,195
Salary Gap by Age ‐25% ‐11% ‐22%

Shareholder information

GRI 2-1

At Applus+, we maintain an ongoing dialogue with our shareholders to provide each with clear, timely and comprehensive information on our company's performance. We understand that transparency is key to building trust.

We set up corporate-governance roadshows to maintain the constructive dialogue held with institutional investors and proxy advisors, in line with our Policy for the communication of economic-financial, non-financial and corporate information, communication, and contact with shareholders, institutional investors and proxy advisors. In 2022, the Group's executives attended 237 meetings with investors and 23 conferences and roadshows.

CAPITAL AND SHAREHOLDER STRUCTURE

On 31st December 2022, the share capital of the head company, Applus Services, SA amounted to €13,586,751 which was represented by 135,867,508 shares, each with a value of €6.42. Each share ranks equally with the same economic and voting rights. The shares are listed on the Spanish Stock Exchanges through the automated quotation system (Sistema de Interconexión Bursátil or Mercado Continuo).

On the 9th May 2014, the company listed 130,016,755 shares in its initial public offering and on the 29th September 2017 a further 13,001,675 shares were admitted following a capital increase.

Per the notifications of the number of shares submitted to the Spanish National Securities Market (CNMV), the shareholders owning significant direct and indirect interests in the share capital of the Parent representing more than 3% of the total share capital at 31st December 2022 were as follows:

SHAREHOLDER PERCENTAGE
Morgan Stanley (*) 9.3%
Southeastern Asset Management Inc 5.1%
DWS Invest, GmbH 4.1%
Santander Asset Management S.A. SGIIC 3.1%
Harris Associates LP 3.0%

* Holder of voting rights through financial instruments.

DIVIDEND INFORMATION

The Board will propose the payment of a dividend of cents 16 per-share. This is equivalent to €21.7 million and represents 20% of the adjusted net profit of €110.9 million. On approval by the shareholders at the AGM, the dividend will be paid on 6th July 2023.

ADJUSTED NET PROFIT

YEAR M€
2017
82.80
2018
97.20
2019
108.60
2020
47.00
2021
93.30
2022
110.90

DIVIDEND

YEAR M€
2017 18.60
2018 21.50
2019 -
2020 21.50
2021 21.45
2022 21.70

DIVIDEND ADJUSTED NET PROFIT

YEAR M€
2017 23%
2018 22%
2019 0%
2020 46%
2021 23%
2022 20%

ADJUSTED NET PROFIT

DIVIDEND/ADJUSTED NET PROFIT

DIVIDEND

The total cumulative amounts of Adjusted net profit and the Dividends paid over the nine-year period since the Company was listed on the Stock Exchange are shown in the table below showing the Dividend to Adjusted net profit % over this period has been 19%.

TOTAL 2014-2022
Resultado neto ajustado (millones de euros) 809
Dividendo (millones de euros) 155
Dividendo/Resultado neto ajustado (%) 19%

FINANCIAL CALENDAR

EVENT DATE*
Q1 Trading Update 09/05/2023
Annual General Meeting of Shareholders 08/06/2023
Q2 and H1 2022 Results Announcement 25/07/2023
Q3 Trading Update 30/10/2023
Q4 and Full Year 2022 Results Announcement 27/02/2024

* These dates may be subject to variation. All the updates can be found on the Applus+ website.

CONTACTS AND SHARE INFORMATION

Investor Relations [email protected] +34 900 103 067

Auditors

Deloitte, S.L. Avenida Diagonal 654 08034 Barcelona (Spain)

Applus Services, S.A. Head Offices

  • Parque Empresarial Las Mercedes Calle de Campezo, 1, Edif. 3, 4ª planta 28022 Madrid
  • Campus UAB Ronda de la Font del Carme, s/n 08193 Bellaterra Barcelona

Share Information

Security number: 79396 ISIN: ES0105022000 CIF: A64622970 Shares issued as of the date of this report: 135,867,508 Listed on the Barcelona, Bilbao, Madrid and Valencia stock exchanges within Mercado Continuo. Ticker Symbol: APPS-MC.

Environmental indicators. Methodology and Results

ENVIRONMENT BASIS OF REPORTING

OBJECTIVE

The section defines the basis for environmental data at Applus+ (consumption, emissions in the three scopes and waste).

SCOPE

The information collected within the Group covers all the companies that make up Applus+.

REPORTING PERIOD

The environmental information compiled by the Group corresponds to a 12-month period, which covers from November 1 of the previous year to October 31 of the reporting year. The financial data covers calendar year of the reporting year.

REPORTING FRAMEWORK

Applus+ adheres to internationally recognised accounting and reporting standards, guidelines and disclosure systems for its environmental data.

  • Global Reporting Initiative (GRI)
  • Greenhouse Gas Protocol (GHG Protocol)
  • Carbon Disclosure Project (CDP)
  • United Nations' Global Compact (UNGC)

Applus+ GHG accounting applies the financial control approach.

SOURCES OF INFORMATION

Environmental indicators use data from various sources of information, which can be classified as internal and external to the organisation.

Internal Sources

# Source Description
0 Applus
Site
Management
(ASM)
Applus+ uses the ASM platform to manage the Group's facilities
and energy consumption. The consumption data collected by the
platform and provided by local managers includes electricity, district
heating, gaseous fuel, liquid fuel and water data.
Financial
accounts
The information from the consolidated financial accounts at the
Group level, such as income and expense data (capital expenses
and operating expenses), which allows us to know the composition
of the sectors of our supply chain
8 Human
Resources
databaca
The Human Resources database provides the number of Group
employees in the different geographical areas where Applus+ is
neconot
2 Employee
Commuting
Survey
The internal survey to identify the commuting patterns of the Group
employees (modes of transport and distance travelled).
0 Waste database The waste generated in our offices is aggregated at corporate level
with the aim of compiling a database containing waste typology,
quantity and destination.

External Sources

# Source Description
4 IFA International Energy Agency Emission
factors:
Database
documentation and Electricity Information
IPCC Intergovernmental Panel on Climate Change 2006 IPCC Guidelines for
National Greenhouse Gas Inventories.
The global warming potential (GWP) used is the IPCC Fourth
Assessment Report (AR4 - 100 year)
-01 BFIS BEI, Department for Business, Energy and Industrial Strategy of the
United Kingdom. Conversion factors: condensed set (for most users).
2 WIOD PwC-owned tool based on the WIOD macroeconomic model.
ਡੇ Other This category includes other sources, such as conversion factors used
for density, annual fuel price or currency exchange rates.
27 Suppliers The data provided by our suppliers, such as the data of our travel
agencies.
8 WRI WRI, World Resources Institute. Aqueduct 3.0 Country Rankings.

INDICATORS

The environmental performance indicators at Applus+ fall into four categories: energy, emissions, water and waste.

Emissions include carbon dioxide (CO2), methane (CH4) and nitrous oxide (N2O) gases.

The table details the internal and external sources involved to calculate the indicators.

Internal
Source
External
Source
Energy
Energy consumption within the organisation 103 X
Fuel consumption 0 ×
Electricity consumption (1) ×
District heating consumption ( 1) X
Energy consumption outside the organisation C X
Purchased goods and services 1 X
Capital Goods (3) x
Upstream transportation and distribution 13 VX
Energy intensity per revenue 8-365
Energy intensity per employee 38 CX
Emissions
Total GHG emissions 659 40元7×
Scope 1 ్రామి
Scope 2 103 4x
Scope 3 657 40027×
Purchased goods and services 0 2 ×
Capital Goods T 2 ×
Activities related to fuel and energy (not included in
scope 1 or scope 2)
(0) 4000
Upstream transportation and distribution 6 2 ×
Business travel 6 ADDRE
Employee commuting m, DC
Emission intensity (scope 1 and 2) by revenue 03 7 40×
Emission intensity (scope 1 and 2) by employee 08 40×
Water
Total water extraction 103
Total water extraction from water-stress areas 83 8
Groundwater (0)
Water from third parties 103
Waste
Total waste weight 13
Non-disposable waste 8
Disposable waste 17
Hazardous waste 8
Non-hazardous waste 10

ESTIMATES

In cases where no evidence is available, an estimate is made based on previous data. This ensures that Data is complete with no information gaps.

RECALCULATION OF DATA

To ensure consistent comparison of data with the defined base year, we have developed a data recalculation policy for cases showing significant variations that need to be incorporated into the base-year emissions.

The significance threshold set to trigger the recalculation of base-year emissions is 5%. Recalculation may be triggered by any of the following:

  • Structural changes, such as acquisitions, divestments, mergers or the outsourcing and internalisation of activities.
  • Changes in the calculation methodology or improvement of data accuracy.
  • Changes due to data errors.

RESULTS

The base year used as reference is 2019 because this offers reliable, veritable and representative information of the entire Group.

In this report, we have applied the recalculation policy defined in Environment basis of reporting, which includes the incorporation of the Group's recent acquisitions.

ENERGY

Data is expressed in gigajoule (GJ) units, except for intensity data. Energy intensity per revenue is expressed in gigajoules per million euros (GJ/M€) and energy intensity per employee is expressed in gigajoules per employee (GJ/employee).

The energy-intensity indicator covers energy consumption within the organisation and includes fuel, electricity and district heating as energy sources.

Energy consumption within the organization 2021 2022
Fuel 629,854 658,355
Non-renewable sources 609,532 647,736
Renewable sources 20,322 10,619
Electricity 256,841 311,736
District heating 15,283 51,471
Total 901,978 1,021,563
Energy consumption outside of the organization 2021 2022
Purchased goods and services - 2,702,320
Capital goods - 422,514
Upstream transportation and distribution - 83,810
Total - 3,208,644
Energy intensity 2021 2022
Energy intensity by revenues 531.31 508.91
Energy intensity by employee 38.15 39.24

EMISSIONS

Data is expressed in units of tonnes of CO2 equivalent (tCO2eq), except for intensity data. Emission intensity per revenue is expressed in tonnes of CO2 equivalent per million euros (tCO2eq/M€), and emission intensity per employee is expressed in tonnes of CO2 equivalent per employee (tCO2eq/employee).

The emission-intensity indicator covers direct emissions (Scope 1) and indirect GHG emissions from power generation (Scope 2).

Emissions 2021 2022
Direct (Scope 1) GHG emissions 43,768 46,102
Energy indirect (Scope 2) GHG emissions 8,402 9,487
Other indirect (Scope 3) GHG emissions 236,070 270,034
Total 288,241 325,624
Energy indirect (Scope 2) GHG emissions 2021 2022
Location-based method 19,529 24,416
Market-based method 8,402 9,487
Other indirect (Scope 3) GHG emissions 2021 2022
Purchased goods and services 96,990 103,048
Capital goods 16,955 17,845
Fuel and energy-related activities (not included in
Scope 1 or Scope 2)
55,321 60,356
Upstream transportation and distribution 2,770 3,039
Business travel 1,965 12,999
Employee commuting 62,071 72,748
GHG emissions intensity 2021 2022
GHG emissions intensity by revenues 30.73 27.69
GHG emissions intensity by employee 2.21 2.14

BASE YEAR COMPARISON

Data is expressed in units of tonnes of CO2 equivalent (tCO2eq). The table shows the initial base year, the recalculated base year, taking into account the acquired and divested companies, as well as the year of the exercise together with the comparison with the recalculated base year.

Emisiones 2019 2019 (Recal.) 2022 Var. 2022 vs
2019 (Recal.)
Emisiones directas de GEI (alcance 1) 47,788 52,115 46,102 -12%
Emisiones indirectas de GEI al
generar energía (alcance 2)
20,747 30,074 9,487 -68%
Otras emisiones indirectas de GEI
(alcance 3)
251,877 287,590 270,034 -6%
Total 320,411 369,779 325,624 -12%
Otras emisiones indirectas de GEI
(alcance 3)
2019 2019 (Recal.) 2022 Var. 2022 vs
2019 (Recal.)
Artículos y servicios comprados 99,789 101,493 103,048 2%
Bienes de capital 18,821 18,965 17,845 -6%
Actividades relacionadas con el
combustible y la energía (no incluidas
66,269 73,590 60,356 -18%
Transporte y distribución corriente
arriba
3,133 3,134 3,039 -3%
Viajes de negocios 8,263 20,620 12,999 -37%
Desplazamientos al trabajo de los
empleados
55,602 69,788 72,748 4%

WATER

Data is expressed in units of megalitres (ML).

Water withdrawal from all areas 2021 2022
Groundwater 328 314
Third-party water 765 736
Total 1,093 1,050
Water withdrawal from all areas with water stress 2021 2022
Groundwater 328 314
Third-party water 145 182
Total 472 496

WASTE23

Data is expressed in metric tonnes (t).

Waste by composition 2021 2022
Construction and demolition wastes 880 1,143
Household and similar wastes 237 410
Rubber wastes 341 392
Wood wastes 130 237
Metal wastes, mixed ferrous and non
ferrous
139 168
Discarded vehicles 304 150
Paper and cardboard wastes 74 128
Plastic wastes 54 100
Metal wastes, ferrous - 69
Other 282 241
Total 2,440 3,036
Waste diverted from disposal 2021 2022
Hazardous waste - 31
Preparation for reuse - 1
Recycling - 4
Other recovery operations - 27
Non-hazardous waste - 1,496
Preparation for reuse - 1,225
Recycling - 196
Other recovery operations - 75
Total - 1,527

23 Waste data covers 27% of 2022's revenue and 22% in 2021.

Waste directed to disposal 2021 2022
Hazardous waste - 20
Incineration (with energy recovery) - 1
Incineration (without energy recovery) - 0
Landfilling - 0
Other disposal operations - 19
Non-hazardous waste - 21
Incineration (with energy recovery) - 0
Incineration (without energy recovery) - 0
Landfilling - 0
Other disposal operations - 21
Total - 41
Waste with unknown destination 2021 2022
Hazardous waste - 234
Non-hazardous waste - 1,235
Total - 1,468

Reference tables

Statement of use Applus+ has prepared this report with reference to the GRI Standards for the period January-December 2022. GRI 1 used GRI 1: Foundation 2021

GRI AND GLOBAL COMPACT: GENERAL DISCLOSURES
GRI indicator DEFINITION Financial
and
non-financial
information Report 2022
UN
Global
Compact
2021 2016
1 102-55
102-54
Foundation 2021 Acerca del informe
2-1 102-1
102-3
102-4
102-5
Organizational details Applus+ Services, S.A. head offices:
• Parque Empresarial Las Mercedes
Campezo, 1, Edif. 3, 4ª planta
28022 Madrid
• Campus UAB – Ronda de la Font del
Carme, s/n
08193 Bellaterra – Barcelona
Shareholder information
Organisation's
profile
and
operational
context
2-2 102-45 Entities
included
in
the
organization's
sustainability
reporting
Annexes I and II from the Annual
Accounts
2-3 102-50
102-52
102-53
Reporting period, frequency and
contact point
January 1st to December 31st 2022
Annual
[email protected]
Publication: February 27th 2023
2-4 102-48 Restatements of information No restatements of information
2-5 102-56 External assurance Report's verification statement
2-6 102-2
102-6
102-7
102-9
102-10
Activities, value chain and other
business relationships
About Applus+
Supply chain management
Applus+ has not made significant
organisational changes, nor regarding
its supply chain during 2022
Organisation's
profile
and
operational
context
Principle 1
Principle 6
Principle 7
Principle 10
2-7 102-7-
a-i
102-8
Employees Value to people
Data related to human resources
Principle 6
2-9 102-18
102-22
Governance
structure
and
composition
Corporate governance Decision-making
process
2-10 102-24 Nomination and selection of the
highest governance body
Corporate governance
2-11 102-23 Chair of the highest governance
body
Corporate governance
2-12 102-21
102-26
102-29
102-30
Role of the highest governance
body
in
overseeing
the
management of impacts
Corporate governance
2-13 102-19
102-20
Delegation of responsibility for
managing impacts
Corporate governance
2-14 102-32 Role of the highest governance
body in sustainability reporting
Corporate governance
2-15 102-25 Conflicts of interest Corporate governance
Integrity and Compliance
2-16 102-33
102-34
Communication
of
critical
concerns
Integrity and Compliance
GRI AND GLOBAL COMPACT: GENERAL DISCLOSURES
2021 GRI indicator
2016
DEFINITION Financial
and
non-financial
information Report 2022
UN
Global
Compact
2-17 102-27 Collective
knowledge
of
the
highest governance body
Corporate governance
2-18 102-28 Evaluation of the performance of
the highest governance body
Corporate governance
2-19 102-35 Remuneration policies Corporate governance
2-20 102-36
102-37
Process
to
determine
remuneration
Corporate governance
2-21 102-38
102-39
Annual total compensation ratio Data related to human resources
2-22 102-14 Statement
on
sustainable
development strategy
Interview with the Chairman and the
CEO
Statement
by
the
Chief
Executive
2-23 102-11
102-16
Policy commitments Business model and value creation
Sustainability approach
2-24 - Embedding policy commitments Value to customer
Governance
Value to people
Environment
Value to community
Health and safety
Principle 7
Principle 10
Decision-making
process
2-25 103-2-
c-vi
Processes to remediate negative
impacts
Governance
Value to people
Environment
Integrity
Practical actions
description
and
measurement of
outcomes
2-26 102-17 Mechanisms for seeking advice
and raising concerns
Integrity and Compliance Principle 10
2-27 307-1
419-1
Compliance
with
laws
and
regulations
The Group has not been subject to
any material payment nor imposition
of significant fines and non-monetary
sanctions for non-compliance with
laws
and/or
regulations
in
the
environmental, social and economic
area.
Principle 8
Principle 10
2-28 102-13 Membership associations Sustainability approach
Strategic alliances
2-29 102-40
102-42
102-43
Approach
to
stakeholder
engagement
Stakeholders
engagement
and
materiality
Stakeholder
engagement
2-30 102-41 Collective bargaining agreements Value to people
Data related to human resources
Principle 3
GRI AND GLOBAL COMPACT: MATERIAL TOPICS
GRI indicator Financial
and
non-financial
UN
Global
2021 2016 DEFINITION information Report 2022 Compact
3-1 102-46 Process to determine material
topics
Stakeholders
engagement
and
materiality
3-2 102-47
102-49
List of material topics Stakeholders
engagement
and
materiality
3-3 102-11
Clauses
1.1
and
1.2
103-1
103-2
Management of material topics Our company
Value to customer
Governance
Value to people
Environment
Principle 7
Integrity
Practical actions
description
and
GRI AND GLOBAL COMPACT: MATERIAL TOPICS
GRI indicator Financial
and
non-financial
UN
Global
2021 2016 DEFINITION information Report 2022 Compact
103-3 Value to community measurement of
Financial information outcomes
GRI AND GLOBAL COMPACT: ECONOMIC TOPICS
GRI indicator
2021
New24 DEFINITION Financial
and
non-financial
information Report 2022
UN
Global
Compact
201-1 Direct economic value
generated and distributed
Financial contribution
201-2 Financial implications and other
risks and opportunities due to
climate change
Risk management
Climate
change:
risks
and
opportunities
Principle 7
201-4 Financial assistance received from
government
3,115
thousands
of
euros
at
December 31st 2022
202-1 Ratios of standard entry-level
wage by gender compared to
local minimum wage
Data related to human resources Principle 6
202-2 Proportion of senior management
hired from the local community
Data related to human resources
203-1 Infrastructure investments and
services supported
No infrastructure investments and
services supported were identified in
2022
203-2 Significant
indirect
economic
impacts
Stakeholders
engagement
and
materiality
204-1 Proportion of spending on
local suppliers
Supply chain management
205-1 Operations assessed for risks
related to corruption
Integrity and Compliance
Risk management
205-2 Communication and training on
about anti-corruption policies
and procedures
Integrity and Compliance Principle 10
205-3 Confirmed incidents of corruption
and actions taken
No corruption case was identified in
the reporting period
206-1 Legal actions for anti-competitive
behaviour,
anti-trust,
and
monopoly practices
Integrity and Compliance Principle 10
207-1 Approach to tax Sustainability approach
207-2 Tax governance, control and risk
management
Sustainability approach
Risk management

24 Indicator reported for the first time.

GRI AND GLOBAL COMPACT: ECONOMIC TOPICS
GRI indicator Financial
and
non-financial
UN
Global
2021 New24 DEFINITION information Report 2022 Compact
207-3 Stakeholder engagement and
management of concerns related
to tax
Stakeholders
engagement
and
materiality
207-4 Country-by-country reporting Financial contribution
GRI AND GLOBAL COMPACT: ENVIRONMENTAL TOPICS
GRI indicator DEFINITION Financial
and
non-financial
UN
Global
2021 New25 information Report 2022 Compact
301-1 Due to the nature of our activity, all
environmental impacts derived from
activities inherent to manufacturing
301-2 Materials processes (use of raw materials or
products,
packaging,
freight
301-3 forwarding, etc.) are excluded from
our management framework.
302-1 Energy consumption within
the organisation
302-2 Energy consumption outside of
the organization
302-3 Energy intensity Environment. Energía y emisiones
Indicadores de energía y emisiones.
Principle 7
Principle 8
302-4 Reduction of energy consumption Metodología y resultados Principle 9
302-5 Reductions
in
energy
requirements of products and
services
303-1 Interaction
with
water
as
a
shared resource
Principle 7
303-2 Management of water discharge
related impacts
Environment. Agua Principle 8
Principle 9
303-3 Water withdrawal
303-4 Water discharge The activities of Applus+ generate
sanitary wastewater that is discharged
into sewage networks for treatment,
but the measure of its volume is not
required.
303-5 Water consumption
304-1 The activities of Applus+ do not
generate
direct
impacts
on
304-2 Biodiversity biodiversity; on the contrary, most of
our services help our clients to
minimise
the
impacts
of
their
activities.
Principle 8
Principle 9
304-3
305-1 Direct (Scope 1) GHG emissions
305-2 Energy indirect (Scope 2)
GHG emissions
Environment. Emissions Principle 7
305-3 Other indirect (Scope 3) GHG
emissions
Environmental indicators
305-4 GHG emissions intensity

25 Indicator reported for the first time.

GRI AND GLOBAL COMPACT: ENVIRONMENTAL TOPICS
GRI indicator DEFINITION Financial
and
non-financial
UN
Global
2021 New25 information Report 2022 Compact
305-5 Reduction of GHG emissions
305-6 Emissions
of
ozone-depleting
substances (ODS)
The activities of Applus+ do not
generate
significant
emissions
of
ozone-depleting substances.
305-7 Nitrogen oxides (NOX), sulfur
oxides
(SOX),
and
other
significant air emissions
We do not have significant emissions
of these gases.
NOx: 0.35 t
306-1 Waste generation and significant
waste-related impacts
306-2 Management of significant waste
related impacts
Our
waste
management
avoids
significant impacts related to this
306-3 Waste discharge environmental aspect. Principle 7
306-4 Waste diverted from disposal Environment. Waste
306-5 Waste directed to disposal
308-1 New suppliers that were screened
using environmental criteria
Supply chain management
Environment.
Approach
to
Environmental Management
Principle 8
308-2 Negative environmental impacts
in the supply chain and actions
taken
Environment.
Approach
to
Environmental Management
GRI AND GLOBAL COMPACT: SOCIAL TOPICS
GRI indicator Financial
and
non-financial
UN
Global
2021 New26 DEFINITION information Report 2022 Compact
401-1 New
employee
hires
and
employee turnover
Data related to human resources
401-2 Benefits which are standard for
full-time
employees
of
the
organisation but are not provided
to
temporary
or
part-time
employees
Data related to human resources Principle 6
401-3 Parental leave Data related to human resources
402-1 Minimum notice periods
regarding operational changes
Value
to
people.
Overview and approach: culture and
management
Principle 3
403-1 Occupational health and safety
management system
403-2 Hazard
identification,
risk
assessment
and
incident
investigation
403-3 Occupational health services Health and safety Principle 1
403-4 Worker participation, consultation
and
communication
on
occupational health and safety
403-5 Worker training on occupational
health and safety

26 Indicator reported for the first time.

GRI AND GLOBAL COMPACT: SOCIAL TOPICS
GRI indicator DEFINITION Financial
and
non-financial
UN
Global
2021 New26 information Report 2022 Compact
403-6
403-7
Promotion of workers' health
Prevention
and
mitigation
of
occupational health and safety
impacts
directly
linked
by
business relationships
403-8 Workers
covered
by
an
occupational health and safety
management
system
403-9 Work-related injuries
403-
10
Work-related ill health
404-1 Average hours of training per year
per employee
Data related to human resources Principle 6
404-2 Programs for upgrading employee
skills and transition
assistance programs
Value to people
In 2022 Applus+ has not implemented
programs for upgrading employee
skills
nor
transition
assistance
programs.
404-3 Percentage
of
employees
receiving regular performance
and career development reviews
Data related to human resources
405-1 Diversity of governance bodies
and employees
Corporate governance
Value to people
Data related to human resources
Principle 6
405-2 Ratio
of
basic
salary
and
remuneration of women to men
Data related to human resources
406-1 Incidents of discrimination and
corrective actions taken
No incidents have been identified.
Integrity and Compliance
Principle 6
407-1 Operations and suppliers in which
the
right
to
freedom
of
association
and
collective
bargaining may be at risk
No operations and suppliers, in which
the right to freedom of association
and collective bargaining may be at
risk, have been identified.
Principle 3
408-1
409-1
Child labour
Forced or compulsory labour
These topics are not considered
potential Human Rights issues for the
Group because its activities require
high
levels
of
education
and
specialisation. Notwithstanding, we
have
established
the
necessary
internal policies and controls to avoid
these types of bad practices.
Principle 4
Principle 5
410-1 Security practices This topic does not apply to Applus+
because
the
Group
does
not
outsource this type of service when
developing its projects and services.
411-1 Incidents of violations involving
rights of indigenous peoples
No incidents have been identified. Principle 1
Principle 2
412-1 Operations
that
have
been
subject to human rights reviews
or impact assessments
Integrity and Compliance
Value to people
Principle 1
Principle 2
412-2 Employee
training
on
human
rights policies or procedures
Integrity and Compliance Principle 1
Principle 2
GRI AND GLOBAL COMPACT: SOCIAL TOPICS
GRI indicator Financial
and
non-financial
UN
Global
2021 New26 DEFINITION information Report 2022 Compact
412-3 Significant
investment
agreements and contracts that
include human rights clauses or
that underwent human rights
screening
Integrity and Compliance Principle 1
Principle 2
413-1 Operations with local community
engagement, impact assessments
and development programs
Value to people
Value to community
Principle 1
413-2 Operations with significant actual
and potential negative impacts on
local communities
Negative impacts on this issue have
not been identified.
414-1 New providers that were
screened using social criteria
Supply chain management Principle 1
Principle 7
Principle 10
414-2 Negative social impacts in the
supply chain and actions taken
Negative impacts on this issue have
not been identified.
415-1 Political contributions The Applus+ Group explicitly prohibits
monetary contributions to parties and
/ or representatives.
Principle 10
416-1 Due to the nature of the Group's
activities, all issues derived from
416-2 Customer Health and Safety activities
inherent
to
the
417-1 Marketing and Labelling manufacturing processes (use of raw
417-2 materials or products, packaging,
417-3 freight forwarding, etc.) are excluded
from its management framework.
418-1 Substantiated
complaints
concerning breaches of customer
Integrity and Compliance
REFERENCE TABLES: SPANISH ACT
11/2018
GRI STANDARD Financial
and
non
financial
information
ReporT 2022
GRI 2-1 Organizational details
BUSINESS
MODEL
Description
of
the
group's
business
model
GRI 2-2 Entities included in the
organization's
sustainability
reporting
GRI 2-6 Activities, value chain and
other business relationships
GRI
2-22
Interview
with
the
Chairman and the CEO
GRI 2-23 Policy commitments
GRI
2-24
Embedding
policy
commitments
About Applus+
Interview
with
the
Chairman and the CEO
Sustainability approach
Value to customer
Governance
Value to people
Environment
Value to community
Health and safety
Policies GRI 2-23 Policy commitments Environment. Approach to
Environmental
Management
INFORMACIÓN
SOBRE
Main risks GRI 201-2 Financial implications
and other risks and opportunities
due to climate change
Environment.
Climate
change.
Risks
and
opportunities
CUESTIONES
AMBIENTALES
General GRI 2-27 Compliance with laws and
regulations
Environment
Contamination GRI
2-24
Embedding
policy
commitments
Environment. Approach to
Environmental
Management
REFERENCE TABLES: SPANISH ACT
11/2018
GRI STANDARD Financial
and
non
financial
information
ReporT 2022
Circular
economy
and
waste
prevention
and
management
GRI 306-1 Waste generation and
significant waste-related impacts
GRI
306-2
Management
of
significant waste-related impacts
GRI 306-3 Waste discharge
GRI 306-4 Waste diverted from
disposal
GRI
306-5
Waste
directed
to
disposal
Environment. Residuos
Sustainable
use
of
resources
GRI 302-1 Energy consumption
within the organisation
GRI 302-2 Energy consumption
outside of the organization
GRI 302-3 Energy intensity
GRI 302-4 Reduction of energy
consumption
GRI 302-5 Reductions in energy
requirements
of
products
and
services
GRI 303-1 Interaction with water
as a shared resource
GRI 303-2 Management of water
discharge-related impacts
GRI 303-3 Water withdrawal
Environment.
Environmental indicators
Climate change GRI 305-1 Direct (Scope 1) GHG
emissions
GRI 305-2 Energy indirect (Scope
2) GHG emissions
GRI 305-3 Other indirect (Scope 3)
GHG emissions
GRI 305-4 GHG emissions intensity
Environment
Environmental indicators
Protection
of
biodiversity
- Our activities do not impact
on biodiversity
Policies GRI 2-23 Policy commitments
GRI
2-24
Embedding
policy
commitments
Governance
Value to people
Main risks GRI 2-23 Policy commitments
GRI 2-7 Employees
Risk management
INFORMATION
ON SOCIAL AND
PERSONNEL
MATTERS
Employment GRI 401-1 New employee hires and
employee turnover
GRI 401-2 Benefits which are
standard for full-time employees of
the
organisation
but
are
not
provided to temporary or part-time
employees
GRI 401-3 Parental leave
GRI 405-1 Diversity of governance
bodies and employees
About Applus+
Governance
Value to people
Data
related
to
human
resources
11/2018 REFERENCE TABLES: SPANISH ACT GRI STANDARD Financial
and
non
financial
information
ReporT 2022
Work organisation GRI 2-30 Collective bargaining
agreements
Value to people
Data
related
to
human
resources
Health and safety GRI
403-1 Occupational health
and safety management system
GRI 403-2 Hazard identification,
risk
assessment
and
incident
investigation
GRI 403-3 Occupational health
services
GRI 403-4 Worker participation,
consultation and communication
on occupational health and safety
GRI 403-5 Worker training on
occupational health and safety
GRI 403-6 Promotion of workers'
health
GRI
403-7
Prevention
and
mitigation of occupational health
and safety impacts directly linked
by business relationships
Health and safety
GRI 403-8 Workers covered by an
occupational health and safety
management system
GRI 403-9 Work-related injuries
GRI 403-10 Work-related ill health
Company relations GRI 2-30 Process to determine
remuneration
GRI 402-1 Minimum notice periods
regarding operational changes
Stakeholders
engagement
and materiality
Value to people
Training GRI
404-1
Average
hours
of
training per year per employee
GRI 404-2 Programs for upgrading
employee skills and transition
assistance programs
GRI
404-3
Percentage
of
employees
receiving
regular
performance
and
career
development reviews
Value to people
Data
related
to
human
resources
Accessibility GRI
2-24
Embedding
policy
commitments
Value to people
Data
related
to
human
resources
Equality GRI
2-24
Embedding
policy
commitments
GRI 405-1 Diversity of governance
bodies and employees
GRI 405-2 Ratio of basic salary and
remuneration of women to men
GRI
406-1
Incidents
of
discrimination
and
corrective
actions taken
Value to people
Corporate governance
Integrity and Compliance
INFORMATION
ON
THE
RESPECT
OF
HUMAN RIGHTS
Policies GRI 2-23 Policy commitments
GRI
2-24
Embedding
policy
commitments
Value to people
Integrity and Compliance
REFERENCE TABLES: SPANISH ACT
11/2018
GRI STANDARD Financial
and
non
financial
information
ReporT 2022
GRI
412-2
Formación
de
los
empleados
en
políticas
o
procedimientos
de
derechos
humanos
Main risks GRI 2-23 Policy commitments Value to people
GRI
2-24
Embedding
policy
commitments
Value to people
Integrity and Compliance
GRI 411-1 Incidents of violations
involving
rights
of
indigenous
peoples
Integrity and Compliance
GRI 412-2 Employee training on
human
rights
policies
or
procedures
Integrity and Compliance
Human rights GRI 413-1 Operations with local
community engagement, impact
assessments
and
development
programs
Value to community
GRI
413-2
Operations
with
significant actual and potential
negative
impacts
on
local
communities
Integrity and Compliance
GRI 414-1 New providers that were
screened using social criteria
Supply chain management
GRI 414-2 Negative social impacts
in the supply chain and actions
taken
Supply chain management
INFORMATION
RELATED
TO
COMBATING
Policies GRI 2-23 Policy commitments
GRI
2-24
Embedding
policy
commitments
GRI 205-2 Communication and
training on about anti-corruption
policies and procedures
GRI 415-1 Political contributions
Integrity and Compliance
BRIBERY
AND
CORRUPTION
Main risks GRI 205-1 Operations assessed for Risk management
Bribery
and
corruption
risks related to corruption
GRI 2-16 Communication of critical
concerns
GRI 205-3 Confirmed incidents of
corruption and actions taken
Integrity and Compliance
Integrity and Compliance
Policies GRI 2-23 Policy commitments Business model and value
creation
Plan estratégico 2022-2024
Main risks GRI
207-2
Governance
fiscal,
control y Risk management
Risk management
INFORMATION
ON
THE
COMPANY
The
company's
commitment
to
sustainable
development
GRI 2-22 Statement on sustainable
development strategy
GRI 2-28 Membership associations
GRI 2-29 Approach to stakeholder
engagement
GRI 201-1 Direct economic value
generated and distributed
GRI 413-1 Operations with local
community engagement, impact
assessments
and
development
programs
Interview
with
the
Chairman and the CEO
Sustainability approach
Stakeholders
engagement
and materiality
Sustainability ambitions
Supply chain management
Financial contribution
Subcontracting
and
suppliers
GRI 204-1 Proportion of spending
on local suppliers

<-- PDF CHUNK SEPARATOR -->

REFERENCE TABLES: SPANISH ACT
11/2018
GRI STANDARD Financial
and
non
financial
information
ReporT 2022
GRI 308-1 New suppliers that were
screened
using
environmental
criteria
GRI 414-1 New providers that were
screened using social criteria
Clients GRI 2-23 Policy commitments
GRI
418-1
Substantiated
complaints concerning breaches of
customer
Value to customer
Tax information GRI 207-1 Approach to tax
GRI
207-2
Governance
fiscal,
control y Risk management
GRI
207-3
Stakeholder
engagement and management of
concerns related to tax
GRI
207-4
Country-by-country
reporting
Sustainability approach
Financial contribution

EUROPEAN REGULATION 2020/852

Article REQUIREMENT Financial and non-financial
information Report 2022
Article 8.2.a) Non-financial
companies
shall
disclose
the
following
information: proportion of their turnover that comes from
products or services related to economic activities that are
considered environmentally sustainable in accordance with
Articles 3 and 9.
Article 9 Environmental objectives:
Transition to a circular economy
Contamination prevention and control
Climate change mitigation
Sustainable use and protection of water and marine
resources
Protection and recovery of biodiversity and ecosystems
Financial information
EU taxonomy
SASB: SUSTAINABILITY DISCLOSURE TOPICS & ACCOUNTING METRICS
Topic Indicator DEFINITION Level of
disclosure
Level of disclosure Financial and non-financial
information Report 2022
Data Security SV-PS-230a.1 Data
security
Description of the approach to
identify and address data
security risks
Disclosed Disclosed Data privacy and cybersecurity
SV-PS-230a.1 Data
security
Description of policies and
practices regarding the
collection, use and retention of
Disclosed Disclosed Data privacy and cybersecurity
SV-PS-230a.1 Data
security
(1) Number of data breaches,
(2) percentage involving
confidential business
information (CBI) or personally
identifiable information (PII) of
Disclosed Disclosed These situations have not occurred
Percentage of gender and racial
/ ethnic representation in (1)
management and (2) all other
employees
Divulgado Disclosed 79% Masculine
21% Femenine
Tier1 - No employees in
this Tier
Tier1 - No employees in this Tier
Workforce
Diversity &
engagement
SV-PS-330a.1 Workforce
diversity and
engagement
Tier1 - No
employees in this
Tier
Tier2
Masculine:
Asiatic 16.67%
Black or Afroamerican
16.67%
Hispanic o Latin 0%
White 50%
Others 0%
Not available 16.67%
Femenine:
Asiatic 0%
Black or Afroamerican
0%
Hispanic or Latin 0%
White 0%
Others 0%
Tier2
Masculine:
Asiatic 16.67%
Black or Afroamerican 16.67%
Hispanic o Latin 0%
White 50%
Others 0%
Not available 16.67%
Femenine:
Asiatic 0%
Black or Afroamerican 0%
Hispanic or Latin 0%
White 0%
Others 0%
Not available 0%
l bl 0%
Tier3
Masculine:
Asiatic 0%
Black or Afroamerican
4.8%
Hispanic or Latin 0%
White 58.54%
Others 2.44%
Not available 4.88%
Femenine:
Asiatic 4.88%
Black or Afroamerican
0%
Hispanic or Latin 2.44%
White 21.95%
Others 0%
Not available 0%
Tier3
Masculine:
Asiatic 0%
Black or Afroamerican 4.8%
Hispanic or Latin 0%
White 58.54%
Others 2.44%
Not available 4.88%
Femenine:
Asiatic 4.88%
Black or Afroamerican 0%
Hispanic or Latin 2.44%
White 21.95%
Others 0%
Not available 0%
Tier4
Masculine:
Asiatic 1.88%
Black or Afroamerican
3.13%
Hispanic or Latin 5.63%
White 59.38%
Other 2.5%
Not available 2.5%
Femenine:
Asiatic 0.63%
Black or Afroamerican
2.5%
Hispanic or Latin 3.13%
White 18.13%
Others 0%
l bl 0 63%
Operational employees
Tier4
Masculine:
Asiatic 1.88%
Black or Afroamerican 3.13%
Hispanic or Latin 5.63%
White 59.38%
Other 2.5%
Not available 2.5%
Femenine:
Asiatic 0.63%
Black or Afroamerican 2.5%
Hispanic or Latin 3.13%
White 18.13%
Others 0%
Not available 0,63%
and others:
Masculine:
Asiatic 3.78%
Black or Afroamerican
7.22%
Hispanic or Latin 13.14%
White 51.29%
Others 1,89%
Not available 1.80%
Femenine:
Asiatic 0.83%
Black or Afroamericano
5.50%
Hispanic or Latin 3.26%
White 10.91%
Operational employees and others:
Masculine:
Asiatic 3.78%
Black or Afroamerican 7.22%
Hispanic or Latin 13.14%
White 51.29%
Others 1,89%
Not available 1.80%
Femenine:
Asiatic 0.83%
Black or Afroamericano 5.50%
Hispanic or Latin 3.26%
White 10.91%
Others 0.09%
Not available 0.26%
SV-PS-330a.2 Workforce
diversity and
(1) voluntary and (2)
involuntary replacement rate of
Disclosed O h
0 09%
Disclosed
Voluntary turnover 12.53%
Involuntary turnover 7,6%
SV-PS-330a.3 Workforce
diversity and
Employee involvement
expressed as a percentage
Disclosed Disclosed N/A
SV-PS-510a.1
Professional integrity
Description of the approach to
ensuring professional integrity
Disclosed Disclosed Integrity and Compliance
Professinal
integrity
SV-PS-510a.2
Professional integrity
Total amount of monetary
losses as a result of legal
proceedings related to
Disclosed Disclosed There have been no monetary
losses for this concept
SASB:ACTIVITY METRICS
Indicator Definition Level of disclosure Level of disclosure Financial and non-financial information
Report 2022
Number of employees: (1) full-time and part SV-PS-000.A Disclosed Disclosed Contract:
time, (2) temporary and (3) contracted - Permanent: 77%
- Fixed-Term or Temporary: 23%
Dedication:
- Full-time: 95,5%
- Part-time: 4,5%
Hours worked by employees, billable SV-PS-000.B Not available Not available N/A
percentage
TCFD Content Index
TOPIC DISCLOSURE Location on 2022 Financial and non-financial
information Report
GOVERNANCE Describe the Boards's oversight of climate
related risks and opportunities
Corporate Governance
Risk management
Describe management's role in assessing and
managing the risks and opportunities of climate
change
Risk management
Describe
the
climate-related
risks
and
opportunities
that
the
organisation
has
identified in the short-, medium- and long-term
Climate change: risks and opportunities
STRATEGY Describe the impact of climate-related risks and
opportunities on the organisation's activities,
strategy and financial planning
Climate change: risks and opportunities
Describe the resilience of the organisation's
strategy, taking into consideration different
future climate scenarios, including a scenario of
2ºC or lower scenario
Climate change: risks and opportunities
RISKS Describe the
organization's processes for
identifying and assessing climate-related risks
Risk management
Describe the
organization's processes for
managing climate-related risks
Risk management
Describe
how
processes
for
identifying,
assessing and managing climate-related risks
are integrated into the organization's overall risk
management
Risk management
METRICS Disclose the metrics used by the organisation to
assess climate-related risks and opportunities
in line with its strategy and risk management
process
Science Based Targets initiative
Energy and emissions
Disclose Scope 1, Scope 2 and, if appropiate,
Scope 3 greenhouse gas emissions, and the
related risks
Energy and emissions
Energy and emissions indicators: methodology and
results
Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets
Objetivos de sostenibilidad
Strategic plan 2022-2024

Applus Services, S.A. and Subsidiaries

Auditor's report on the system of Internal Control over Financial Reporting (ICFR) of the Applus Group for 2022

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

Avda. Diagonal, 654 08034 Barcelona Espana

Tel: +34 932 80 40 40 wwvv.deloitte.es

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

AUDITOR'S REPORT ON THE INFORMATION RELATING TO THE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR) OF THE APPLUS GROUP FOR 2022

To the Directors of Applus Services, S.A.,

As requested by the Board of Directors of Applus Services, S.A. and Subsidiaries ("the Applus Group") and in accordance with our proposal-letter dated 1 September 2022, we have applied certain procedures to the "Information relating to the ICFR system" included in section F of the accompanying Annual Corporate Governance Report ("ACGR") of the Applus Group for 2022, which summarises the internal control procedures of the Applus Group in relation to its annual financial reporting.

The directors are responsible for adopting the appropriate measures in order to reasonably guarantee the implementation, maintenance and supervision of an adequate internal control system, and for making improvements to that system and for preparing and establishing the content of the information relating to the ICFR system included in section F of the accompanying ACGR.

It should be noted in this regard that, irrespective of the quality of the design and operating effectiveness of the internal control system adopted by the Applus Group in relation to its annual financial reporting, the system can only permit reasonable, but not absolute, assurance in connection with the objectives pursued, due to the limitations inherent to any internal control system.

In the course of our audit work on the financial statements and pursuant to Technical Standards on Auditing, the sole purpose of our assessment of the internal control of the Applus Group was to enable us to establish the scope, nature and timing of the audit procedures to be applied to the Applus Group's financial statements. Therefore, our assessment of internal control performed for the purposes of the aforementioned audit of financial statements was not sufficiently extensive to enable us to express a specific opinion on the effectiveness of the internal control over the regulated annual financial reporting.

For the purpose of issuing this report, we applied exclusively the specific procedures described below and indicated in the Guidelines on the Auditor's Report on the Information relating to the System of Internal Control over Financial Reporting of Listed Entities, published by the Spanish National Securities Market Commission (CNMV) on its website, which establish the work to be performed, the minimum scope thereof and the content of this report. Since the work resulting from such procedures has, in any case, a reduced scope that is significantly less extensive than that of an audit or a review of the internal control system, we do not express an opinion on the effectiveness thereof, or on its design or operating effectiveness, in relation to the Applus Group's annual financial reporting for 2022 described in the information relating to the ICFR system included in section F of the accompanying ACGR. Therefore, had we applied procedures additional to those established in the aforementioned Guidelines or performed an audit or a review of the system of internal control over the regulated annual financial reporting, other matters or aspects might have been disclosed which would have been reported to you.

Also, since this special engagement does not constitute an audit of financial statements and is nut subject to the audit regulations in force in Spain, we do not express an audit opinion in the terms provided for in those regulations.

The procedures applied were as follows:

    1. Perusal and understanding of the information prepared by the Applus Group in relation to the ICFR system -disclosure information included in the directors' report- and assessment of whether this information includes all the information required in accordance with the minimum content described in section F, relating to the description of the ICFR system, of the model ACGR established in CNMV Circular no. 5/2013, of 12 June 2013, and subsequent amendments, the most recent being CNMV Circular 3/2021, of 28 September ("the CNMV Circulars").
    1. Inquiries of the personnel responsible for preparing the information detailed in point 1 above for the purpose of: (i) obtaining an understanding of the process followed in preparing it; (ii) obtaining information that permits an evaluation of whether the terminology used complies with the framework definitions; and (iii) obtaining information on whether the control procedures described are in place and functioning at the Applus Group.
    1. Review of the explanatory documentation supporting the information detailed in point 1 above, including mainly the documentation furnished directly to those responsible for preparing the information describing the ICFR system. In this respect, the aforementioned documentation includes reports prepared by the Internal Audit Department, senior executives or other internal or external experts providing support functions to the Audit Committee.
    1. Comparison of the information detailed in point 1 above with the knowledge on the Applus Group's ICFR system obtained through the procedures applied during the financial statement audit work.
    1. Perusal of minutes of meetings of the Board of Directors, the Audit Committee and other Applus Group committees in order to assess the consistency between the ICFR system issues addressed therein and the information detailed in point 1 above.
    1. Obtainment of the representation letter concerning the work performed, duly signed by the personnel responsible for preparing and formulating the information detailed in point 1 above.

The procedures applied to the information relating to the ICFR system did not disclose any inconsistencies or incidents that might affect the information.

This report has been prepared exclusively in the context of the requirements of Article 540 of the Consolidated Spanish Limited Liability Companies Law, and of the CNMV Circulars, for the purposes of the description of the ICFR system in Annual Corporate Governance Reports.

DELOITTE, S.L.

Ana Torrens

23 February 2023

Applus Services, S.A. and Subsidiaries

Annual Corporate Governance Report

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

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED PUBLIC LIMITED COMPANIES

ISSUER IDENTIFICATION
YEAR- END DATE 31/12/2022
Tax Identification No. C.I.F.: A-64622970

Company Name: APPLUS SERVICES, S.A.

Registered Office: CALLE CAMPEZO 1, EDIFICIO 3, 28022 MADRID

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED PUBLIC LIMITED COMPANIES

A CAPITAL STRUCTURE

A.1. Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Indicate whether company bylaws contain the provision of double loyalty voting:

No X Yes Board approval date dd/mm/yyyy Minimum period of uninterrupted ownership required by the statutes

Indicate whether the company has awarded votes for loyalty: No X Yes

Date of the
last
modification
of the share
capital
Share capital Number of
shares
Number of
voting rights
(not including
additional
loyalty
attributed
votes)
Number of
additional
attributed
voting rights
corresponding
to shares with
a loyalty vote
Total
number of
voting
rights,
including
additional
loyalty
attributed
votes
05/08/2022 13,586,750.80 135,867,508 135,867,5 08 0 135,867,508

Number of shares registered in the special register pending the expiry of the loyalty period

Indicate whether there are different classes of shares with different associated rights:

Yes No X

Class Number of shares Par value Number of voting
rights
Rights
and
obligati
ons
conferr
ed
Observations

A.2. List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or
company name
of shareholder
% of voting rights
attached to the
shares
(including votes for
loyalty)
% of voting rights
through financial
instruments
% of total
voting
rights
From the total
number of voting
rights attributed to
the shares, indicate,
where appropriate,
the additional votes
attributed
corresponding to the
shares with a loyalty
vote
Direct Indirect Direct Indirect Direct Indirect
DWS
INVESTMENT
GMBH
4.073 4.073
FIDELITY
INTERNATIONAL
LIMITED
2.185 2.185
HARRIS
ASSOCIATES
INVESTMENT
TRUST
3.005 3.005
HARRIS
ASSOCIATES
L.P.
3.025 3.025
LONGLEAF
PARTNERS
INTERNATIONAL
FUND
3.123 3.123
MORGAN
STANLEY
0.093 9.207 9.300
RYE
BAY
EUROPEAN
MASTER
FUND
LIMITED
1.379 1.379
SANTANDER
ACCIONES
ESPAÑOLAS, FI
3.049 3.049 3.049
SANTANDER
ASSET
MANAGEMENT,
S.A., SGIIC
3.083 3.083 3.083
SOUTHEASTERN
ASSET
MANAGEMENT,
INC
5.146 5.146
Observations

Breakdown of the indirect holding:

Name or
company name
of the indirect
owner
Name or
company name
of the direct
owner
% of voting
rights
attached to
the shares
(including
votes for
loyalty)
% of voting
rights
through
financial
instruments
% of total
voting
rights
From the total
number of voting
rights attributed to
the shares,
indicate, where
appropriate, the
additional votes
attributed
corresponding to
the shares with a
loyalty vote
DWS
INVESTMENT
GMBH
DWS
INVESTMENT
GMBH
4.073 4.073
FIDELITY
INTERNATIONAL
LIMITED
FIDELITY
INTERNATIONAL
LIMITED
2.185 2.185
HARRIS
ASSOCIATES
L.P.
HARRIS
ASSOCIATES
L.P.
3.025 3.025
MORGAN
STANLEY
MORGAN
STANLEY
0.093 9.207 9.300
SANTANDER
ASSET
MANAGEMENT,
S.A., SGIIC
SANTANDER
ASSET
MANAGEMENT,
S.A., SGIIC
3.083 3.083
SOUTHEASTERN
ASSET
MANAGEMENT,
INC
SOUTHEASTERN
ASSET
MANAGEMENT,
INC
5.146 5.146

Observations

Indicate the most significant changes in the shareholder structure during the year:

Most significant movements

Name of the shareholder Date of the
transaction
Description
DWS INVESTMENT
GMBH
02/12/2022 It has increased above 4%
in the capital stock
MORGAN STANLEY 02/12/2022 It has increased above 9%
in the capital stock
SANTANDER ACCIONES
ESPAÑOLAS, FI
18/11/2022 It has increased above 3%
in the capital stock
SANTANDER ASSET
MANAGEMENT, S.A.,
SGIIC
24/06/2022 It has increased above 3%
in the capital stock

A.3. Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A2 above:

Name or
company
name of
director
% voting rights
attributed to
shares (including
loyalty votes)
% of voting
rights through
financial
instruments
% of
total
voting
rights
From the total % of voting rights
attributed to the shares, indicate,
where appropriate, the % of the
additional votes attributed
corresponding to the shares with a
loyalty vote
Direct Indirect Direct Indirect Direct Indirect
Joan Amigó 0.065 0.065
Nicolas Villen 0.011 0.011
Chris Cole 0.021 0.021
Maria Jose
Esteruelas
0.003 0.003
Maria
Cristina
Henriquez de
Luna
0.002 0.002
Essimari
Kairisto
0.001 0.001
Marie
Françoise
Damesin -
0.001 0.001
Ernesto Mata 0.002 0.002
Brendan
Connolly
0.001 0.001
Total 0.097 0,011 0.108
Total percentage of voting rights held by the Board of Directors 0.108
------------------------------------------------------------------ -------

Observations

Breakdown of the indirect holding:

Name or
company
name of
director
Name or
company
name of the
direct owner
% voting
rights
attributed
to shares
(including
loyalty
votes)
% of voting
rights
through
financial
instruments
% of total
voting
rights
From the total % of
voting rights
attributed to the
shares, indicate,
where appropriate,
the % of the
additional votes
attributed
corresponding to
the shares with a
loyalty vote
Observations

List the total percentage of voting rights represented on the board:

Total percentage of voting rights held by the Board of Directors 0.108

Observations

A.4 If applicable, state any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, except those that are reported in Section A.6:

Name of related Party Nature of relationship Brief description
N/A

A.5 If applicable, state any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or group, unless they are insignificant or arise in the ordinary course of business:

Name of related Party Nature of relationship Brief description
N/A

A.6 Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives in the case of proprietary directors. Explain, as the case may be, how the significant shareholders are represented. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.

Name or company
name of related
director or
representative
Name or company
name of related
significant
shareholder
Company name of the
group company of the
significant shareholder
Description of
relationship/post
N/A
  • Observations
  • A.7 State whether the company has been notified of any shareholders' agreements that may affect it, in accordance with Articles 530 and 531 of the Ley de Sociedades de Capital ("Corporate Enterprises Act" or "LSC"). If so, describe these agreements and list the party shareholders:
Yes No x
Parties to the
shareholders'
agreement
% of affected shares Brief description
of the agreement
Date of
termination of
agreement, if
applicable

Observations

State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:

Yes No x
----- ---- --- --
Parties to the concerted
action
% of affected shares Brief
description of
the agreement
Date of
termination of
agreement, if
applicable

If any of the aforementioned agreements or concerted actions have been modified or terminated during the year, please specify expressly:

A.8 State whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Ley de Mercados de Valores ("Spanish Securities Market Act" or "LMV"). If so, please identify them:

Name of individual or company
Observations

A.9 Complete the following table with details of the company's treasury shares:

At the close of the year:

Number of direct shares Number of indirect shares (*) Total percentage of share
capital
2,227,423 1.64

Observations

(*) through:

Name of direct shareholder Number of direct shares
N/A
Total:

Observations

Explain any significant changes during the year:

Explain significant changes

The Company announced its first Share buy-back program on January 27th, 2022, and on May 16th, 2022, it announced it had achieved to purchase 5% of the share capital for an amount of EURO 53,642,057.33. Later in the year, on November 8th it announced a second Share buy-back program for a maximum investment of 50M€ or 6,793,375 shares equivalent to 5% of the current share capital. This program is ongoing.

A.10 Provide a detailed description of the conditions and terms of the authority given to the Board of Directors to issue, repurchase, or dispose of treasury shares.

The General Shareholders Meeting of 28 Jun 2022 agreed to "authorise the Company's Board of Directors, with power to sub-delegate, so it may proceed with a derivative acquisition of its own shares, in accordance with article 146 of the Spanish Companies Act in the terms established below:

  • 1. The acquisitions may be made either directly by the Company or indirectly through any of its subsidiaries, in the same terms as described herein;
  • 2. The acquisition may be made as a sale and purchase, swap or goods received in lieu of payment, or any other transaction legally permitted, once or several times;
  • 3. The number of shares acquired, when added to those already held by the Company, shall not exceed ten per cent (10%) of the capital stock;
  • 4. The price or consideration will range between the face value of the shares and one hundred and ten per cent (110%) of their listed price;
  • 5. The authorisation will remain valid for a maximum term of 5 years as of today.

It is hereby expressly noted that any shares acquired as a result of this authorisation may be used either for disposal or redemption, or towards the direct delivery of these shares to the employees or Directors of the Company or any of the group companies, or as a consequence of the exercise of any option rights or the application of any remuneration systems.

To revoke, to the extent of the unused amount, the authorization granted by the General Shareholders Meeting in 29 May 2020"

A.11 Estimated floating capital:

%
Estimated floating capital 60.78

A.12 State whether there are any restrictions (article of associations, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, state the existence of any type of restriction that may inhibit a takeover attempt of the company through acquisition of its shares on the market, and those regimes for the prior authorization or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.

Yes No
x
Description of restrictions
  • A.13 State if the shareholders have resolved at a meeting to adopt measures to neutralize a take-over bid pursuant to the provisions of Act 6/2007.
    • Yes No x

If so, please explain the measures approved and the terms under which such limitations would cease to apply:

Explain the measures approved and the terms under which such limitations

A.14 State if the company has issued shares that are not traded on a regulated EU market.

Yes No x

If so, please list each type of share and the rights and obligations conferred on each.

List each type of share

B GENERAL SHAREHOLDERS' MEETING

B.1 State whether there are any differences between the quorum established by the LSC for General Shareholders' Meetings and those set by the company and if so, describe them in detail:

Yes
No
x
% quorum different from that
contained in Article 193 LSC
for general matters
% quorum different from
that contained in Article
194 LSC for special
resolutions
Quorum required at
1st call
Quorum required at
2nd call
Description of differences
  • B.2 State whether there are any differences in the company's manner of adopting corporate resolutions and the manner for adopting corporate resolutions described by the Spanish Companies Act (LSC) and, if so, explain:
    • Yes No x

Describe how it is different from that contained in the LSC.

Qualified majority different
from that established in Article
201.2 LSC for Article 194.1 LSC
matters
Other matters
requiring a
qualified majority
% established by the
company for adoption of
resolutions

Description of differences

B.3 State the rules for amending the company's Articles of Association. In particular, state the majorities required for amendment of the Articles of Association and any provisions in place to protect shareholders' rights in the event of amendments to the Articles of Association.

In accordance with Spanish Companies Act, in order for a General Meeting to be validly convened, for an amendment of the By-laws, article 16.8 (b) of the Regulations will apply, whereby it will be necessary for the attendance of shareholders, present or represented at first call that hold at least fifty per cent (50%) of the subscribed voting capital stock. At second call, it will suffice for twenty-five per cent (25%) of the capital stock to attend.

In order for the General Shareholders Meeting to adopt resolutions that entail an amendment of the By-laws, article 21.1 (b) of the Regulations will apply, whereby an absolute majority will be required if more than fifty per cent (50%) of the voting capital stock subscribed is present. However, it will require the favourable vote of at least two thirds (2/3) of the voting capital stock in attendance when in the second call more than twenty-five per cent (25%) of the voting capital stock is present and in case it does not reach the fifty per cent (50%).

B.4 Give details of attendance at General Shareholders' Meetings held during the year of this report and the previous year:

Attendance data
Date of % % distance voting
General
Meeting
physically
present
% present by
proxy
Electronic
voting
Other Total
28/06/2022 5.293 61.552 0.001 1.950 68.796
28/05/2021 0.114 72.025 0.008 1.756 73.903
29/05/2020 0.16 70.38 0 0.79 71.33
Of which
floating:
0.016 61.552 0.001 1.723 63.292

Observations Given the high percentage of attendance quorum obtained at the 2021 General Meeting (held exclusively on a remote basis), demonstrating, therefore, that given the composition of its shareholders and the dialogue that the Company has been maintaining with its main shareholders, the celebration of the General Meeting on a remote basis is an optimal alternative, the 2022 General Meeting was held in a hybrid basis, including virtual attendance, as permitted by the Board Regulations, as amended in February 2021.

B.5 State whether any point on the agenda of the General Shareholders' Meetings during the year has not been approved by the shareholders for any reason.

Yes
No
x
Points on agenda not approved % votes against (*)

(*) If the non-approval of the point is for a reason other than the votes against, this will be explained in the text part and "N/A" will be placed in the "% votes against" column.

B.6 State if the Articles of Association contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or on distance voting:

Yes No x
Number of shares required to attend General Meetings
Number of shares required for distance voting
Observations

B.7 State whether it has been established that certain decisions other than those established by law exist that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions that must be subject to the approval of the General Shareholders' Meeting.

Yes No x
----- -- ---- --- --

Explain the decisions that must be subject to the General Shareholders' Meeting, other than those established by law

B.8

State the address and manner of access to the page on the company website where one may find information on corporate governance and other information regarding General Shareholders' Meetings that must be made available to shareholders through the company website.

The corporate website is available at www.applus.com. At the top, under "Investor Relations", full information is provided on corporate governance and General Meetings. Specifically, through the following linkshttp://www.applus.com/es/InvestorRelations/Corporate-governance and http://www.applus.com/es/InvestorRelations/Shareholders-meetings - direct access is provided to information on corporate governance and General Meetings, respectively.

C COMPANY ADMINISTRATIVE STRUCTURE

C.1 Board of Directors

C.1.1 Maximum and minimum number of directors established in the Articles of Association and the number set by the general meeting:

Maximum number of directors 12
Minimum number of directors 9
Number of directors set by the general
meeting
9
Observations

C.1.2 Please complete the following table on directors:

Name of director Natural
person
represent
ative
Director
category
Position
on the
Bboard
Date first
appointed
to Board
Last re
election
date
Method of
selection to Board
Birth date
CHRISTOPHER
COLE
N/A INDEPENDENT CHAIRMA
N
07/05/2014 28/06/2022 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
30/08/1946
ERNESTO MATA
LÓPEZ
N/A OTHER
EXTERNAL
MEMBER 29/11/2007 28/06/2022 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
06/03/1941
NICOLÁS VILLÉN
JIMÉNEZ
N/A INDEPENDENT MEMBER 27/10/2015 29/05/2020 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
19/11/1949
MARIA CRISTINA
HENRÍQUEZ DE
LUNA
BASAGOITI
N/A INDEPENDENT MEMBER 21/07/2016 28/05/2021 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
15/09/1966
MARIA JOSÉ
ESTERUELAS
AGUIRRE
N/A INDEPENDENT MEMBER 20/02/2019 20/02/2019 BOARD OF
DIRECTORS
APPOINTMENT
("Cooptación") –
RATIFIED BY AGM
21/03/1972
ESSIMARI
KAIRISTO
N/A INDEPENDENT MEMBER 09/04/2019 09/04/2019 BOARD OF
DIRECTORS
APPOINTMENT
("Cooptación") –
RATIFIED BY AGM
28/05/1966
JOAN AMIGÓ
CASAS
N/A EXECUTIVE MEMBER 30/05/2019 30/05/2019 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
21/07/1966
MARIE
FRANÇOISE
DAMESIN
N/A INDEPENDENT MEMBER 17/11/2021 28/06/2022 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
28/02/1957
BRENDAN
CONNOLLY
N/A INDEPENDENT MEMBER 17/11/2021 28/06/2022 GENERAL
SHAREHOLDERS
MEETING
RESOLUTION
10/04/1956

Total number of directors 9

State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:

Name of
director
Director type at
time of leaving
Date of last
appointment
Date
director
left
Specialized
committees of
which he/she was a
member
Indicate
whether the
director left
before the end
of the term
FERNANDO
BASABE
ARMIJO
Executive 31/05/2018 27/06/22 NO

Observations

C.1.3 Complete the following tables regarding the members of the Board and their Categories:

Name or company
name of director
Post in
organizational
chart of the
company
Profile
JOAN AMIGO CASAS CEO Joan holds a degree in Economics from the
Autonomous University of Barcelona as well as
completing an IESE Business School's Executive
Development Program, a Global Business Strategy
Program at Wharton, University of Pennsylvania and
an Advanced Management Program at ESADE
Business School. Before joining Applus+, he held
positions in PWC, where he started his career as
external auditor, and Bimbo (Sara Lee), where he held
various senior positions: Vice President and Chief
Financial Officer, Financial Shared Services Director,
Controller
and Internal
Audit
Director
and
Vice
President for Financial Planning and Control at Sara
Lee Bakery's Europe Division. He joined Applus+ in
December 2007 as Chief Financial Officer and was
appointed Executive Director of Applus+ on 30th May
2019 and later, as CEO.

EXECUTIVE DIRECTORS

Total number of executive directors 1
Percentage of Board 11.11

Observations

PROPRIETARY DIRECTORS

Name or company name of
director
Post in organizational chart
of the company
Profile
Total number of executive directors
%Percentage of Board

INDEPENDENT DIRECTORS

Director's name Profile
CHRISTOPHER
COLE
Mr. Cole holds a Degree in Environmental Engineering from Borough
Polytechnic (University of South Bank) is an associate engineer in the
United Kingdom and in 1999 he completed an Executive Management
Course at INSEAD in France. Mr. Cole founded WSP Group Plc, a
professional services engineering company that was listed on the
London Stock Exchange in 1987 and held the post of Chief Executive
Officer of the company until it merged with Genivar, Inc. in 2012.
Following the merger, he was appointed non-executive Chairman of the
enlarged group WSP Global Inc., whose shares are listed on the Toronto
Stock Exchange, a role he currently retains. He is also non-executive
Chairman of Tracsis Plc
Mr Cole has many years of experience in managing large international
and diversified groups in both Executive and Non-Executive capacities
and brings this wealth of experience to bear in his role as Chairman of
the company. In particular, he was Non-Executive Chairman position at
Ashtead for 12 years where the Company progressed to a FTSE 100
leading performer until 2019 when he left.
NICOLÁS VILLÉN
JIMÉNEZ
Mr. Villén holds an industrial engineer degree from Universidad
Politécnica de Madrid, a Master in Electrical Engineer by the University
of Florida (Fulbright Scholar) and an MBA from the Columbia University.
Mr. Villén was CEO of Ferrovial Aeropuertos (2009-2012) and CFO of
Ferrovial (1993-2009). Before that, he worked as Midland Montagu
Ventures' CEO, Smith Kline & French's CEO and International Vice
President, amongst other responsibilities in Abbott Laboratories and
Corning Glass Works. Currently, he externally advises IFM Investors (an
Australian infrastructure fund) and he is a board member of FCC
Aqualia.
Mr. Villen was appointed considering his high level experience in a variety
of roles in world class Spanish and international companies including a
strong financial background which lends support to the Audit Committee,
of which he is currently the Chairman.
MARIA CRISTINA
HENRÍQUEZ DE
LUNA BASAGOITI
Ms. Henríquez de Luna holds a degree in Business Administration and
Economics from ICADE E2 in Madrid.
Ms. Henriquez de Luna is the President and Managing Director Spain
and Head of Iberia and Israel Cluster at GlaxoSmithKline where she has
benefited from an extensive career in international markets in both
commercial and finance roles. Previous to this, she was at Procter &
Gamble in Spain, Germany, Switzerland, United Kingdom, Mexico and
Peru in a variety of senior finance positions including 12 years of direct
Latin American management. Ms Henriquez de Luna is independent
director and audit committee member at Melia Hotels International and
Viscofan. Ms Henriquez is Vicepresident of the "Fundación de Ciencias
de la Salud", "Fundación España Salud" and Farmaindustria and
member of its board and executive committee.
She is also in the
executive committee and a trustee of the "Fundación SERES, Sociedad
y Empresa Responsible",as well as trustee at "Fundación Cotec".
Ms. Henriquez de Luna´s experience of operating in international
markets in both commercial and finance roles in a highly regulated
industry make her well suited to support the Board and the Audit
Committee where she is a member.
MARIA JOSÉ
ESTERUELAS
AGUIRRE
Ms. Esteruelas holds a degree in Industrial Electrical Engineering from
ICAI (Madrid). She has a Master's degree in Operations from the
Instituto de Empresa (Madrid) and a General Management Executive
Programme from the IESE (Madrid).
Ms. Esteruelas currently serves as Director of Energy at Ferrovial
Construccion, company she joined February 2021. Most of her career
has been at Abengoa which she joined in 1997, performing a variety of
senior positions, as member of the Executive Committee and General
Directr for America, in charge of all the subsidiaries in the continent.
Previously, she was Director of the Energy division, LATAM director and
Concession and Operations directors.
From July 2014 to December 2017 she was member of the Atlantica
Yield Board of Directors appointed by Abengoa.
Ms. Esteruelas´ experience in various positions in international markets,
particularly in the energy sector, make her well suited to support the
Board and the Appointments and Compensation Committee and ESG
ESSIMARI
KAIRISTO
Committee, where she is a member.
Ms. Essimari Kairisto has a diploma in Business Administration from the
Bielefeld University of Applied Sciences (Germany).
Ms. Kairisto was the Chief Financial Officer and a Board Director for
Hochtief Solutions AG until 2016 after which she has taken on
independent consulting roles. These include, since 2015, member of the
Supervisory Board, member of its Shareholders' Committee and
member of the Audit Committee of Freudenberg SE, the privately owned
German technology company. Since 2018, she is Non-Executive
Director and member of the Audit and Risk Committee of Fortum Oyj,
the clean energy generation and distribution company that is listed on
the Helsinki stock exchange and, since 2020, Chair of the Audit and Risk
Committee. Additionally, Ms Kairisto has been since 2019 a member of
the Supervisory Board and member of the Audit Committee of TenneT
BV, the Dutch state owned leading European electricity transmission
system operator (TSO) with its main activities in the Netherlands and
Germany where, since 2020, she is also a member of its Strategy and
Investment Committee and chair of its Audit Committee. Since 2022, she
is also an independent, non-executive Director of the Board of Iveco
Group N.V. listed on the Milan Stock Exchange and Chair of its Audit
Committee.
Prior to her move to Hochtief Solutions in 2013, Ms Kairisto had several
high profile roles in finance and general management including at Sasol,
RWE and Schlumberger.
Ms Kairisto was appointed considering her high level experience in a
variety of roles in European companies, including listed and in the energy
sector, in addition to her strong financial knowledge which lends support
to the Audit Committee, of which she is currently a member.
MARIE
FRANÇOISE
DAMESIN
Ms. Damesin holds a Post-graduate degree (DEA) in Economics from
Paris Dauphine University, an MBA from ESSEC Business School and
has also graduated with high distinction for the Board Director Diploma
at IMD Lausanne.
Her career has been focused on the automotive industry in global roles
and responsibilities starting at the Compagnie Des Wagons-Lits & Du
Tourisme and subsequently joined Renault in 1984, where she
developed her wide experience holding different managerial positions,
including Member of the Renault Management Committee for Latin
America, the Renault Foundation CSR Board Member and a Board
Member for Renault Spain. She has also been Vice President Human
Resources and General Affairs for the European Region at Nissan and
between 2011 and 2018 she was Executive Vice President for Human
Resources and Member of the Executive Committee of Renault.
Concurrently she was Member of the Management Board for the
Renault-Nissan-Mitsubishi Alliance.
She was elected CHRO of the year in France in 2017 and was President
of the Association of CAC 40 Chief Human Resources Officers.
Ms. Damesin is currently an Independent Director on several companies'
boards, including Urbanis and Energie Jeunes, as well as Senior Advisor
and Executive Coach at Boston Consulting Group.
She is a Chevalier de la Légion d'Honneur, France's highest order of
merit.
Ms. Damesin was appointed considering her high level experience in the
automotive sector (one of Applus+'s main sectors) and especially for her
knowledge and variety of roles in the Human Resources area, as she is
expected to become Chairman of the Appointment and Remuneration
Committee.
BRENDAN
CONNOLLY
Mr. Connolly holds a BSc in Business Economics and Sociology from
Southampton University and has significant experience and knowledge
of the Testing, Inspection and Certification sector.
His career started at Schlumberger, where he worked for 24 years
holding diverse managerial positions in both operations and finance and
in many regions, including Europe, Latin America, USA, Africa, Asia and
the Middle East. He was CEO of Atos Origin UK, America and Asia and
CEO of Moody International, which was acquired by Intertek Group plc in
2011. At Intertek, he was appointed VP Middle East, Russia, FSU and
Eastern Europe.
His Non-Executive Director career started at Cape Plc, where he served
as Chairman of the Remuneration Committee and Member of the Audit
and Nomination Committee. He is currently Senior Independent Director
of Synthomer PLC and Non-Executive Director at NES Global Talent,
Victrex Plc and PEPCO GROUP NV.
Mr. Connolly was appointed considering his high level of executive and
non-executive experience in the TIC sector and the oil & gas industry, in
which the Company operates, as well as the variety of executive roles
held, with a deep knowledge of the business that contributes value to
both the Board and the Committees to which he is a member (namely
ESG and Appointments and Remunerations).
Number of independent directors 7
Percentage of the Board 77.77

Observations

State whether any independent director receives from the company or any company in the group any amount or benefit other than compensation as a director, or has or has had a business relationship with the company or any company in the group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.

N/A

In this case, include a statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.

Name of the director Description of the
relationship
Statement of the Board

OTHER EXTERNAL DIRECTORS

Identify the other external directors and state the reasons why these directors are considered neither proprietary nor independent, and detail their ties with the company or its management or shareholders:

Name of director Reason Company,
director or
shareholder
to whom
the
director is
related
Profile
ERNESTO
GERARDO MATA
LÓPEZ
Mr. Mata was
initially
appointed as
director on
29/11/2007
holding the
position in the
board for more
than 12 years.
Mr. Mata López holds a Degree in
Economics and MA from the University of
Geneva
and
an
MBA
from
IESE
(Barcelona). He was a member of the
board, deputy to the President, and CFO
at Unión Fenosa, S.A. (now Gas Natural
SDG, S.A.), President at Unión Fenosa
Soluziona, S.A., member of the board of
directors
at
Compañía
Española
de
Petróleos,
S.A.
and
Abertis
Infraestructuras, S.A., where he was the
Chairman of the Audit Committee. He was
the President of the advisory board at
Knight Frank, member of the board of
Aguas Anginas and senior advisor in
Marlin Patterson Global Advisers LLC.
Mr.
Mata
has
developed
extensive
experience in the energy and capital
markets sectors, as well as in different
Audit Committees, gathered through the
numerous positions he has held in highly
reputable Spanish companies. This
experience
as
well
as
the
many
relationships he has accumulated in the
Spanish markets over the years were key
to his appointment as director of the
Company.
Total number of other external directors 1
Percentage of the Board 11.11

Observations

In accordance to article 529 duodecies 4 i) of the "Royal Legislative Decree 1/2010, of July 2nd, which approves the consolidated text of the Capital Companies Law - on directors' categories", after 12 consecutive years after his appointment, Mr. Ernesto Gerardo Mata López is no longer considered independent director.

State any changes in status that has occurred during the period for each director:

Name of director
Date of change
Previous
Status
Current status
------------------------------------ -------------------- ----------------
Observations
Number of female directors % of directors for each category
Year t Year t-1 Year t-2 Year t-3 Year t Year t-1 Year t-2 Year t-3
Executive 0 0 0 0 0 0 0 0
Proprietary 0 0 0 0 0 0 0 0
Independen 4 4 3 3 57.14 57.14 42.86 37.5
Other
external
0 0 0 0 0 0 0 0
Total 4 4 3 3 57.14 57.14 42.86 37.5

C.1.4 Complete the following table with information relating to the number of female directors at the close of the past 4 years, as well as the category of each:

Observations

The total number of Board Members has been reduced after the retirement of Mr. Fernando Basabe Armijo, from ten (10) to nine (9) members. The total number of female directors remains at four (4)

C.1.5 State whether the company has diversity policies in relation to the Board of Directors of the company on such questions as age, gender, disability and training and professional experience. Small and medium-sized enterprises, in accordance with the definition set out in the Accounts Audit Act, will have to report at least the policy they have implemented in relation to gender diversity.

Yes x No Partial policies

Should this be the case, describe these diversity policies, their objectives, the measures and way in which they have been applied and their results over the year. Also, state the specific measures adopted by the Board of Directors and the appointments and remuneration committee to achieve a balanced and diverse presence of directors.

In the event that the company does not apply a diversity policy, explain the reasons why.

Description of policies, objectives, measures and how they have been implemented, including results achieved

The Board of directors amended its Regulations including more detail on diversity matters to consider in selection processes, and currently, article 14.3 establishes that: "The Board of Directors shall ensure that the appointment procedures of its members favour diversity with respect to aspect such as age, gender, disability or training and professional experience and have no implied bias that might entail any discrimination and, in particular, that they facilitate the selection of female Directors in a number allowing to reach a balanced presence of women and men".

Likewise, it modified its Directors Selection Policy (available at www.applus.com) in accordance with the Good Governance Code of June 2020.

Currently, the Policy establishes as follows: "The objective of this Policy is to explain the principles that will govern the selection of candidates to the position of directors of the Company. The selection procedures shall be aimed at achieving an adequate balance on the Board of Directors as a whole and, in particular, at promoting the goal of having at least 40% of total board places occupied by women directors by the end of 2022 year and thereafter. The Applus+ Board of Directors shall ensure in any case that the selection procedures favours diversity in gender, age disabilities, experience, professional education or experience and that they do not suffer from implicit bias that might imply any discrimination and, in particular, that might make it more difficult for the selection of female candidates, promoting an increase of women's presence on the Board in view of best corporate governance practices and in line with the specific analysis of the Company's needs performed by the Board of Directors. In particular, the Board will ensure that the Company adopts measures that encourage the company to have a significant number of female senior managers to contribute to gender diversity overall."

In year 2019, the Board of Directors included in the Policy the express mention to the objective that the less represented gender would at least hold 30% of the positions in the board for 2020. In consequence, and on the basis of the needs identified by the Board of Directors, a female director was appointed in 2016 and two on 2019, reaching the objective established a year earlier. In the selection process initiated following the two vacancies arisen in 2018, female directors' profiles were prioritized in order to achieve the representation objective.

Again, the objective proposed for the year 2022 was met ahead of schedule, since, as of November 2021 the number of women on the Board of Directors is equivalent to 40% of the positions in the board.

A Diversity target is included in the annual variable remuneration and in the Long Term Incentive of the Chief Executive Officer as part of the ESG targets included in the Remuneration Policy approved by the 2022 AGM, also included for Senior Management, as well as in the variable remuneration of the entire management team worldwide.

The Appointments and Compensation Committee and the Board of directors promote and guarantee diversity amongst its members in a wider sense (including factors such as gender, age, experience, skills, geography) in order to continue leading the strategy of the Company, and meeting stakeholders' expectations. Finally, also to point out that the current composition of the board and its diversity is a matter positively considered both by board members during annual evaluations (who point out the contribution to the debate and decision making), as well as by institutional investors and proxy advisors within the framework of the meetings on corporate governance that the company holds with them. In respect of the vacancies that might originate in the future, the Company will act with same equality, safeguarding that nothing hinders or prevents to increase the representation of female directors in the Board.

C.1.6 Describe the means, if any, agreed upon by the appointments committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates and which makes it possible to achieve a balance between men and women. Indicate if the measures include to promote a significant number of female top management:

Explanation of means

It should be pointed out the result of the application of the selection policy processes for board members that have made it possible to increase the female board members (more than 40% of the positions in the board).

As indicated in the previous section, the Directors' Selection Policy establishes that: "In particular, the Board will ensure that the Company adopts measures that encourage the company to have a significant number of female senior managers to contribute to gender diversity overall."

This reflects the Company's practices and the Company had applied a number of polices applicable to the entire group:

  • Code of Ethics: it establishes a framework that goes beyond regulatory compliance. It Establishes general principles to guide the integrity and professionalism in the decision making process.
  • ESG Policy: This policy refers to the framework and development of the Corporate Social Responsibility Policy within the Applus+ Group.
  • Equality and Diversity Policy, which establishes as main principle to ensure the staff promotes gender, age and capacities diversity, as Applus+ values difference. Likewise, it establishes that the company shall develop and implement adequate training programs for the achievement of these principles and will review and update the policy to adjust it to any changes that the group might face, ensuring its compliance.
  • Non-discrimination global policy: This policy establishes Applus undertaking in promoting the equality within the company and the aim to eliminate any kind of discrimination, as well we the commitment to promote good relationship within staff.
  • Monitoring by the Appointments and Compensation Committee of HR strategy and actions to achieve these goals, as well as follow up on related indicators), at least annually.

In the event that there are few or no female directors or top management in spite of any measures adopted, please explain the reasons that justify such a situation

Explanation of means

C.1.7 Describe the conclusions of the appointments committee regarding verification of compliance with the policy aimed at promoting an adequate composition of the board of directors.

It is the Appointments and Compensation Committee's view that the Applus+ directors' selection policy adopted the practices followed by the company in the subject and is consistent with the good corporate governance, which is a key plank of the ESG policy. Likewise, it considers that the compliance with the selection policy has contributed to the adequate and diverse composition of the Board of directors.

In this sense, the directors' selection processes that took place since the year 2021 have contributed to even improve the diversity of the Board's composition in a broad sense: gender, skills and experience. This selection has been carried out with the help of independent external advisors, following a prior definition of the skills required by the Board which namely, in these cases, aimed to enhance experience and particularly in the TIC sector and in HR.

Likewise, as indicated in section C.1.5 and 6 above, the company's most recent selection processes allowed the incorporation of three women to the Board of Directors, and a last incorporation in the 2021 year, which currently represents more than 40% of the Board and the fulfilment of the goal indicated in the Policy.

C.1.8 If applicable, please explain the reasons for the appointment of any proprietary directors at the request of shareholders with less than a 3% equity interest:

Name of shareholder Reason
N/A

State whether the Board has failed to meet any formal requests for membership from shareholders whose equity interest is equal to or higher than that of others at whose request proprietary directors have been appointed. If this is the case, please explain why the aforementioned requests were not met:

Yes No
x
Name of shareholder Explanation

C.1.9 Indicate the powers, if any, delegated by the Board of Directors, including those relating to the option of issuing or re-purchasing shares, to directors or board committees:

Name or company name of director Brief description
or committee

C.1.10 Identify any members of the Board who are also directors or officers in other companies in the group of which the listed company is a member:

Individual or company name of
the director
Company name of
the group member
Post Does it have
executive
functions?
JOAN AMIGÓ I CASAS APPLUS
TECHNOLOGIES,
INC.
Chairman of the
Board
No
JOAN AMIGÓ I CASAS LIBERTYTOWN
USA FINCO, INC
Chairman of the
Board
Yes
JOAN AMIGÓ I CASAS LIBERTYTOWN
USA 1, INC.
Chairman of the
Board
Yes
JOAN AMIGÓ I CASAS IDIADA
AUTOMOTIVE
TECHNOLOGY,
S.A.
Director's
representative
No
JOAN AMIGÓ I CASAS LGAI
TECHNOLOGICAL
CENTER, S.A.
Director's
representative
No
JOAN AMIGÓ I CASAS APPLUS
SERVICIOS
TECNOLÓGICOS,
S.L.U.
Sole director's
representative
Yes
JOAN AMIGÓ I CASAS INVERSIONES
FINISTERRE, SL
Chairman's
representative
Yes
JOAN AMIGÓ I CASAS SUPERVISIÓN Y
CONTROL, S.A.U
Sole director's
representative
Yes
JOAN AMIGÓ I CASAS RITEVE SYC, S.A Board's
Chairman
Yes
JOAN AMIGÓ I CASAS INVERSONES Y
CERTIFICACIONES
INTEGRALES, S.A
Board's
Chairman
Yes
JOAN AMIGÓ I CASAS INSPECCIONES Y
AVALUOS, SYC,
S.A
Board's
Chairman
Yes
JOAN AMIGÓ I CASAS APPLUS ITEUVE
GALICIA, S.L.U.
Sole director's
representative
Yes
JOAN AMIGÓ I CASAS CRPPLUS
SERVICES,
SOCIEDAD
ANÓNIMA
Board's
Chairman
Yes
JOAN AMIGÓ CASAS RINGAL INVEST,
S.L.U
Sole director's
representative
Yes
Observations

C.1.11 List the positions of director, administrator or representative thereof, held by directors or representatives of directors who are members of the company's board of directors in other entities, whether or not they are listed companies:

Identity of the director
or representative
Company name of the
listed or non-listed entity
Position
CHRISTOPHER COLE WSP GLOBAL, INC NON EXECUTIVE CHAIRMAN
CHRISTOPHER COLE TRACSIS, PLC NON EXECUTIVE CHAIRMAN
NON-EXECUTIVE DIRECTOR
ESSIMARI KAIRISTO FORTUM OYJ AND CHAIR OF THE AUDIT
COMMITTEE
SUPERVISORY BOARD
ESSIMARI KAIRISTO FREUDENBERG MEMBER AND MEMBER OF
AUDIT COMMITTEE
INDEPENDENT DIRECTOR OF
ESSIMARI KAIRISTO IVECO GROUP N.V. AND CHAIR
OF AUDIT COMMITTEE
MEMBER OF THE
SUPERVISORY BOARD AND
MEMBER OF STRATEGY AND
INVESTMENTS COMMITTEE
ESSIMARI KAIRISTO TENNET BV
AND CHAIR OF THE AUDIT
COMMITTEE
PRESIDENT AND MANAGING
MARIA CRISTINA DIRECTOR SPAIN AND HEAD
HENRIQUEZ DE LUNA GLAXOSMITHKLINE OF IBERIA AND ISRAEL
CLUSTER
MARIA CRISTINA HOTELES MELIA INDEPENDENT DIRECTOR
HENRIQUEZ DE LUNA INTERNATIONAL, S.A. AND AUDIT COMMITTEE
MEMBER
DOÑA MARIA CRISTINA INDEPENDENT DIRECTOR
HENRIQUEZ DE LUNA VISCOFAN, S.A. AND AUDIT COMMITTEE
MEMBER
DOÑA MARIA CRISTINA GLAXOSMITHKLINE, S.A. PRESIDENT, CEO
HENRIQUEZ DE LUNA
DOÑA MARIA CRISTINA GLAXO, S.A. PRESIDENT, CEO
HENRIQUEZ DE LUNA
DOÑA MARIA CRISTINA SMITHKLINE BEECHAM PRESIDENT, CEO
HENRIQUEZ DE LUNA FARMA, S.A.
DOÑA MARIA CRISTINA DESARROLLO ENERGÍA
HENRIQUEZ DE LUNA SOLAR ALTERNATIVA, DIRECTOR
S.L.
DOÑA MARIA CRISTINA FUNDACIÓN DE VICEPRESIDENT
HENRIQUEZ DE LUNA CIENCIAS DE LA SALUD
DOÑA MARIA CRISTINA
HENRIQUEZ DE LUNA
FUNDACIÓN ESPAÑA
SALUD
VICEPRESIDENT
VICEPRESIDENT, EXECUTIVE
DOÑA MARIA CRISTINA
HENRIQUEZ DE LUNA
FARMAINDUSTRIA COMMITTEE MEMBER
DOÑA MARIA CRISTINA FUNDACIÓN SERES EXECUTIVE COMMITTEE
HENRIQUEZ DE LUNA EMPRESA RESPONSABLE MEMBER
NICOLÁS VILLÉN
JIMÉNEZ
FCC AQUALIA, S.A. MEMBER OF THE BOARD OF
DIRECTORS
MARIE-FRANÇOISE
DAMESIN
URBANIS INDEPENDENT DIRECTOR
MARIE-FRANÇOISE
DAMESIN
ENERGIE JEUNES INDEPENDENT DIRECTOR
BRENDAN CONNOLLY NES GLOBAL TALENT NON-EXECUTIVE DIRECTOR
BRENDAN CONNOLLY VICTREX PLC NON-EXECUTIVE DIRECTOR
BRENDAN CONNOLLY PEPCO GROUP NV. NON-EXECUTIVE DIRECTOR
BRENDAN CONNOLLY
SYNTHOMER PLC
SENIOR INDEPENDENT
DIRECTOR

Notes The Appointments & Remunerations Committee verifies the dedication of each director. The Chairman of the Board has been reducing his positions held in other companies, in line with the best Corporate governance practices, as well with the specific expectations of institutional investors and proxy advisors.

Indicate, where appropriate, the other remunerated activities of the directors or directors' representatives, whatever their nature, other than those indicated in the previous table.

Identity of the director or representative Other paid activities
ERNESTO GERARDO MATA CHAIRMAN OF THE
ADVISORY BOARD
KPMG S.A.
ERNESTO GERARDO MATA CHAIRMAN OF THE
ADVISORY BOARD
QUIRONSALUD, S.A.
MARÍA JOSÉ ESTERUELAS DIRECTOR OF ENERGY
FERROVIAL
CONSTRUCCIÓN, S.A.
NICOLÁS VILLÉN JIMÉNEZ SENIOR ADVISOR IFM
INVESTORS
MARIE-FRANÇOISE DAMESIN SENIOR ADVISOR AND
EXECUTIVE
COACH BOSTON
CONSULTING GROUP
MARIE-FRANÇOISE DAMESIN ADVISORY BOARD
MEMBER GRUPO
ADELAIDE

Observations

C.1.12 State whether the company has established rules on the number of boards on which its directors may hold seats, providing details if applicable, identifying, where appropriate, where this is regulated:

a) Annual Remuneration

In 2022, the former Executive Director-CEO, until the date of the en of his term as member of the Board of Directors on 27 June 2022, and the Chief Financial Officer, during the entire 2022 year, first as Chief Financial Officer Director, and from 28 June, as Chief Executive Officer Director and sole Executive Director, are considered Executive Directors.

The fixed remuneration of the Executive Directors includes a portion in RSUs (amounting to 56 thousand euros per year.

From 2022 onwards, the variable remuneration of executive directors consists of 62.5% in cash and the remainder in RSUs exchangeable for shares over a period of three years from the date of grant (at a rate of 30% in each of the first two years and 40% in the third year). The impact of these RSU's on the financial year amounts to 191 thousand euros. At the end of the 2022 financial year, three RSU plans are in force, corresponding to those granted in February 2020, 2021 and 2022 for 34,645, 17,618 and 39,998 RSU's respectively. In February 2022, 15,268 net shares were delivered.

Detail on the plans in place can be found in the Remuneration Report.

Other items include total benefits which, in accordance with the Remuneration Policy, is 15% of Fixed Remuneration excluding fixed RSUs.

b) Long-term incentive ("LTI"):

In accordance with the current remuneration policy, the Executive Directors will receive annual PSUs (Performance Stock Units) convertible into shares of the Parent Company, based on the fulfilment of certain objectives, to be realised within three years from the date of grant. The total expense recorded in 2022, for the three plans in force, was 447 thousand euros derived from the fulfilment of the variables defined for them.

C.1.14 Identify senior management staff who are not executive directors and their total
remuneration accrued during the year:
Name Position
BASCHWITZ GARCÍA, CRISTINA Corporate Development
PEREZ FERNANDEZ, JOSE DELFIN Human Resources, Marketing &
Communications
ARGILES MALONDA, EVA Legal
FARRAN . JOSEP MARIA Idiada Division
RETES AGUADO, AITOR Automotive Division
LOPEZ SERRANO, JAVIER Energy & Industry Division
DIAZ ORPINELL, ANNA Compliance
SANFELIU RIBOT, M.TERESA Internal Quality, H&S and Innovation
(HSQE)
UBEDA SORIANO, MAURICIO Laboratories Division
AGUILO BARCELO, PEDRO Operational Excellence
SWIFT, ASTON GEORGE WILLIAM Investor Relations
RIBAS AGUILERA, ALEIX Internal Audit
Number of women in senior management 4
% of total of senior management 33.33%
members
Total senior management remuneration (thousand 4,463
euros)
Observations
As of 2022, this Group has been reduced and senior management is considered to
be those executives who report directly to the Executive Director. However, on
previous year, a larger number of senior managers were included.
For the purposes of information relating to remuneration, the internal auditor is also

included, in accordance with the definition contained in current accounting regulations and particularly in the "Report of the Special Working Group on Good Governance of Listed Companies" published by the CNMV on May 16, 2006.

The fix compensation of some managers includes a part in RSUs (Restricted Stock Units), convertibles in shares in the third anniversary of the date of grant as detailed in the annual accounts of the company. The variable compensation of certain members of the management includes a portion in cash, and the remainder in RSUs convertibles in shares in a period of three years as of the date of grant, 30% the first two years and 40% the third, as detailed in the annual accounts of the company. Pluri-annual compensation and Long Term Incentive in PSUs: in accordance with the Remuneration Policy in force, some members of the management of the group receive annually PSUs (Performance Stock Units), convertibles in shares of the company in a period of three years from the day of grant.

C.1.15 State whether the Board rules were amended during the year:

Yes No
X
Description of amendment

C.1.16 Specify the procedures for selection, appointment, re-election and removal of directors: the competent bodies, steps to follow and criteria applied in each procedure.

Selection: Appointments and Compensation Committee is responsible for (i) evaluating the skills, expertise and experience necessary in the Board of Directors to define, consequently, the functions and abilities needed in candidates who are to fill each vacancy, and to evaluate the time and dedication necessary to perform their duties; and of (ii) to safeguard that, when filling new vacancies, the selection procedure does not suffer from implicit biases that might hinder the selection of female Directors; and so that the company deliberately searches for, and includes amongst potential candidates, women who meet the professional profile sought (article 39.3 vi and x del of the Regulations of the Board of Directors).

Appointment: The members of the Board of Directors shall be appointed by the General Shareholders' Meeting, notwithstanding the possibility of co-opting members as established in the Spanish Companies Act (article 23 of the company By-laws,). It is not necessary to be a shareholder to be elected member of the Board, except in the case of co-option. Individual or legal entities covered by any of the prohibitions established by current legislation for reasons of incapacity or incompatibility shall be disqualified from Board membership.

Proposals for the appointment of Directors submitted by the Board of Directors to the consideration of the General Shareholders' Meeting and appointment decisions adopted by the Board of Directors pursuant to its interim appointment authority shall be made subject to the prior report by the Appointments and Compensation Committee (in the case of executive and proprietary Directors), and subject to a proposal from the Appointments and Compensation Committee, in the case of independent Directors (articles 14 and 39.3 of the Regulations of the Board of Directors).

In all the directors' selection processes, the A&C has relied on recognized external recruitment firm, being all candidates always selected on the bases of the candidates presented by it.

Term of office (article 23.3 of the company By-laws and 15 of the Board of Directors Regulations). Tenure of office shall be four (4) years as from the date of acceptance, being able to be re-elected one or more times for periods of equal duration.

Re-appointment (article 16 of the Regulations of the Board of Directors). Before the reappointment of Directors is proposed to the General Shareholders' Meeting, the Appointments and Compensation Committee shall issue a report evaluating the work and dedication of the Directors proposed during the previous term in office.

Self-evaluation (article 36 of the Regulations of the Board of Directors): "The Board of Directors shall dedicate the first meeting of the year to an assessment of its operation during the previous financial year, evaluating the quality of its work, assessing the effectiveness of its regulations, and if appropriate, correcting those aspects that were found not to be functional. Furthermore, the Board of Directors shall assess the performance of its duties through the Chairman of the Board of Directors and the senior executive of the company, based on the report issued by the Appointments and Compensation Committee, as well as the operation of the Board of Directors Committees, based on their reports".

During the 2021 and 2022, an external evaluation of the Board of Directors was carried out by Spencer Stuart. This evaluation included a confidential questionnaire addressed to each Director, as well as telephone interviews and specific face-to-face meetings with each director. The results of the evaluation processes were reported to the Appointments and Remuneration Committee, which dedicated several sessions (before sharing the Results with the Board of Directors in full). At the first meeting of the Board of Directors in 2022, the agenda included the presentation of the Evaluation Report by the external advisor and the analysis by the Board of Directors. Additionally, an evaluation of the chairman and CEO has been carried out, respectively led by Mrs. Damesin (as Chairman of the Appointments and Remuneration Committee) and by Mr. Cole as chairman of the Board (and interim chair of the A&C).

Removal (article 17 of the Regulations of the Board of Directors). Directors shall be removed from their post once the term for which they were appointed has lapsed or when so is decided by the General Shareholders' Meeting pursuant to the powers conferred upon them by law and in the by-laws, with no need for said decision to be included in the agenda of the General Shareholders' Meeting. The Board of Directors shall not propose the removal of any independent Director before the end of the statutory term for which they have been appointed, except where the Board of Directors considers that sufficient grounds for such action exist, based on a report by the Appointments and Remuneration Committee. In particular, sufficient grounds will be deemed to exist when the Director has failed to fulfil the duties of its position or is affected by one or more of the circumstances that would have prevented its appointment as an independent Director, in accordance with applicable legal provisions.

C.1.17 Explain how the annual evaluation of the Board has given rise to significant changes in its internal organization and to procedures applicable to its activities:

Description of changes

The previous year´s evaluation did not drive to significant changes in the internal organization of the Board nor procedures, save for a greater focus on certain risk & opportunities areas for the Company (such as cybersecurity, ESG) as well as the consideration of conducting the next evaluation by an independent third party. It should be noted that, all of these goals have been met in 2022. As a result of the external evaluation, the Board confirmed its good performance in relation to work environment, professionalism, dedication and commitment. The Board agreed to continue focusing its efforts in the following areas: succession, talent management, strategy with particular focus on ESG, cybersecurity and digitalization. Current evaluation on year 2022 has taken the former into account.

Describe the evaluation process and the areas evaluated by the Board of Directors with the help, if any, of external advisors, regarding the function and composition of the board and its committees and any other area or aspect that has been evaluated.

Description of the evaluation process and evaluated areas

The evaluation was coordinated by the Chairman of the Board and the Chairman of the Appointments and Compensations Committee during the years 2021 and 2022. An independent external firm was hired for the first time. The process consisted on the completion of an online questionnaire by each Director, followed by confidential individual interviews.

Upon receipt of the external report issued by the consultant early in 2022, it was submitted to the Appointments and Remuneration Committee, which held several meetings to analyze it during the year 2022.

The external report was submitted by Spencer Stuart at the beginning of the year 2022 to be analyzed by the Board. The measures agreed upon will continue to be addressed at future meetings, as appropriate. The evaluation of the year 2022 is ongoing and while it has been internally developed, it has taken into consideration the recommendations from the former external evaluation.

C.1.18 Describe, in those years in which the external advisor has participated, the business relationships that the external advisor or any group company maintains with the company or any company in its group.

At the end of 2021, the external advisor (Spencer Stuart) had not provided other services to Applus Group and during 2022, upon the overall evaluation exercise being finalized, the firm enlarged the evaluation of the then CFO as candidate for the succession of the retiring CEO.

C.1.19 State the situations in which directors are required to resign.

C.1.20 Are qualified majorities other than those established by law required for any specific decision?

Yes No x
-- ----- -- ---- --- --

If so, please describe any differences.

Description of differences

C.1.21 Explain whether there are any specific requirements, other than those relating to directors, to be appointed as chairman of the Board of Directors.

Yes
No
x
Description of requirements

C.1.22 State whether the Articles of Association or the Board Rules establish any limit as to the age of directors:

Yes
No
x
Age limit
Chairman
CEO
Directors

Observations

C.1.23 State whether the Articles of Association or the Board Rules establish any term limits for independent directors other than those required by law:

Yes No x

Additional requirements and/or maximum number of term limits

C.1.24 State whether the Articles of Association or Board Rules establish specific proxy rules for votes at Board meetings, how they are to be delegated and, in particular, the maximum number of delegations that a director may have, as well as if any limit regarding the category of director to whom votes may be delegated and whether a director is required to delegate to a director of the same category. If so, please briefly describe the rules.

Article 27.2 of the company By-laws provides that Directors shall personally attend the meetings. In case they cannot attend, the Director may only be represented at meetings of the Board of Directors by another director. Non-executive Directors can only be represented by other non-executive Directors. In any case, representation shall be granted by a letter addressed to the Chairman or by other means detailed in the Regulations for the Board of Directors.

Article 18 of the Regulations of the Board of Directors provides the obligations that Directors must fulfil when in office. Specifically, article 18.2 (a) establishes that Directors shall attend meetings of bodies of which they are part and actively participate in deliberations, so that they can effectively contribute to the decisionmaking process. Furthermore, said article also provides that if any Director cannot be present at sessions to which they have been called to attend, they must instruct the director who they have appointed as representative.

According to article 35.7 of the Board of Directors Regulations, the Chairman shall decide, in the event of any doubt, on the validity of the delegations conferred by Directors who are not present at the meeting. Said representations shall only be granted by letter or any other written method which, in the Chairman's opinion, ensures that the representation is valid.

C.1.25 State the number of meetings held by the Board of Directors during the year, and if applicable, the number of times the Board met without the chairman present. Meetings where the chairman sent specific proxy instructions are to be counted as attended.

Number of Board meetings
Number of Board meetings without the chairman
Observations
In 2022, the Board met nine (9) times: six (6) of them physically and three (3) of
them on a remote basis (videoconference). In addition, six (6) Board meetings were
held by written procedure, without a meeting.

State the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:

Number of meetings N/A
Observations

Please specify the number of meetings held by each committee of the Board during the year:

Number of meetings held by the executive committee N/A
Number of meetings held by the audit committee 4
Number of meetings held by the nomination and remuneration
committee
8
Number of meetings held by the nomination committee N/A
Number of meeting held by the remuneration committee N/A
Number of meetings held by the ESG committee 4

Observations

With respect to the audit committee, an additional meeting was held by written procedure and without a meeting.

With respect to the appointments and remuneration committee, two (2) of the eight (8) meetings were held by videoconference; and an additional three (3) meetings were held by written procedure and without a meeting.

C.1.26 State the number of meetings held by the Board of Directors during the year in which all of its directors were present. For the purposes of this section, proxies given with specific instructions should be considered as attendance

Number of meetings when all directors attended 9
% of attendance over total votes during the year 100%
Number of meetings in situ or representations made
with specific instructions of all directors
9
% of votes issued at in situ meetings or with
representations made with specific instructions out
of all votes cast during the year
100%
Observations
As indicated in section C.1.25, six (6) meetings were held by physical attendance and
the remaining three (3) meetings were held by videoconference.

C.1.27 State if the individual and consolidated financial statements submitted to the Board for preparation were previously certified:

Yes No x
----- -- ---- ---

Identify, if applicable, the person/s who certified the individual and consolidated financial statements of the company for preparation by the Board:

Name Position

Observations

C.1.28 Explain any measures established by the Board of Directors so that the annual accounts that the board submits to the General Shareholders' Meeting are prepared in accordance with applicable accounting regulations.

Article 10.1 of the Regulations of the Board of Directors establishes that: "The Board of Directors shall prepare the annual accounts and the management report (both individual and consolidated) so that they provide a true and fair view of the equity, financial position, and results of the Company, as provided for in the Spanish Companies Act, subject to the prior report of the Audit Committee".

In accordance with article 38 of the Regulations of the Board of Directors, the Audit Committee is in charge of, amongst others, monitoring and evaluating the preparation and the integrity of the mandatory financial information, reviewing compliance with regulatory requirements, the accurate demarcation of the consolidation perimeter and the correct application of accounting principles.

Likewise, the Policy for the communication of economic-financial, nonfinancial and corporate information and communication and contact with shareholders, institutional investors and proxy advisors establishes that "The management and supervision of the information communicated at the highest level to shareholders, institutional investors and the markets in general belongs to the Board of Directors, protecting and enabling the exercise of their rights and interests within the protection of the corporate interest and in accordance with the applicable laws and the good governance. In line with applicable rules and with the Regulations of the Board of Directors, the approval of the information that, being a listed company, Applus+ must publish occasionally or periodically, and any information made available to the markets, sits within the Board of Directors. The Board has approved a procedure for the publication of information on the CNMV's page in development of the Company's Internal Regulation of Conduct in the securities markets."

C.1.29 Is the secretary of the Board also a director?

Yes No x
----- ---- --- --

If the secretary is not a director, please complete the following table:

Name of the secretary Representative
VICENTE CONDE VIÑUELAS N/A

C.1.30 State, if any, the concrete measures established by the entity to ensure the independence of its external auditors, financial analysts, investment banks, and rating agencies, including how legal provisions have been implemented in practice.

Article 38.7(c) (iii) of the Regulations of the Board of Directors provides that the Audit Committee, will "monitor the independence of the external auditor, to which end, the company shall:

  • Notify any change of auditor to the CNMV as a relevant fact, accompanied by a statement of any disagreements arising with the outgoing auditor and, should this be the case, their content.
  • Ensure that the company and the auditor comply with current regulations on the provision of non-audit services, the limits on the auditor's business concentration, the regulations referring to the requirement to rotate the auditor issuing the audit report, and in general, any other provisions established in order to ensure the independence of the auditors.
  • The Audit Committee shall issue a report annually, in which it shall express its opinion on the auditors' independence. This report shall refer in any case to the provision of additional services provided by the auditors to the company or to any entity associated with the company, whether directly or indirectly.
  • To this end, the Audit Committee shall receive the auditors' written confirmation of their independence in respect of the company, and any of its associated entities, whether directly or indirectly, as well as any information on additional services of any kind that they have provided to the company or any of its associated entities, whether directly or indirectly.
  • In the event that the external auditor withdraws, the circumstances motivating this withdrawal shall be examined."

It is important to point out that since the Company went public, the partner responsible for the audit firm has changed in 2 occasions, as well as part of the supporting team. Moreover, the Audit Committee ensures the minimization of the other fees that the audit firm might receive. Likewise, the Company issues before every AGM the report on the auditors' independency. Finally, on December 14th, 2022, the Board of Directors informed that following the recommendation of the Audit Committee and, as a result of a selection process carried out by such Committee, resolved to appoint PricewaterhouseCoopers Auditores, S.L. as the auditor of the annual accounts of Applus and its consolidated group for financial years 2024, 2025 and 2026. The Board of Directors will propose such appointment to the next Annual General Shareholders' Meeting

C.1.31 State whether the company changed its external auditor during the year. If so, please identify the incoming and outgoing auditor:

Yes No x

If there were any disagreements with the outgoing auditor, please provide an explanation:

Yes No x
Explanation of disagreements
N/A

C.1.32 State whether the audit firm provides any non-audit services to the company and/or its Group and, if so, the fees paid and the corresponding percentage of total fees invoiced to the company and/or Group:

Yes
x
No
---------- ----
Company Group
Companies
Total
Amount invoiced for non-audit
services
(thousand euros)
0 205 205
Amount invoiced for non-audit
services/Amount for audit work (in
%)
0 9.05 9.05
Observations

C.1.33 State whether the auditors' report on the financial statements for the preceding year contains a qualified opinion or reservations. If so, please explain the reasons given by the chairman of the audit committee to explain the content and extent of the aforementioned qualified opinion or reservations.

Yes No x

C.1.34 State the number of consecutive years the current audit firm has been auditing the financial statements of the company and/or group. Furthermore, state the number of years audited by the current audit firm as a percentage of the total number of years that the financial statements have been audited:

Individual Consolidated
Number of consecutive years 16 16
Individual Consolidated
Number of years audited by the current audit

C.1.35 State whether there is a procedure whereby directors have the information necessary to prepare the meetings of the governing bodies with sufficient time and provide details if applicable:

Yes x No
----- --- ----
Explanation of procedure
Article 30.3 of the Regulations of the Board of Directors provides that "As the Chairman of
the Board of Directors is responsible for the effective operation and functioning of the Board
of Directors, it shall be required to ensure that the Directors are provided with sufficient
information beforehand; (…)". In practice, this means that the information required for a
particular session is available at least at the moment of its call and, sometimes, according
with the complexity of the matter, with enough anticipation.
Likewise, the Board of Directors has set up an intranet so, amongst others, the information
is available by electronic means and confidentiality is safeguarded, as well to enhance the
previous accessibility of the information.
In addition, article 23 of the Regulations of the Board of Directors provides that each
director is entitled to ask for additional information, and the article regulates these requests.

C.1.36 Indicate whether the company has established rules obliging directors to inform the Board of any circumstances, whether or not related to their actions in the company itself that might harm the company's standing and reputation, tendering their resignation where appropriate. If so, provide details:

Explain the rules Article 17.3 of the Regulations of the Board of Directors provides that "Directors must tend their resignation to the Board of Directors and, where considered appropriate by the Board, formalize the appropriate resignation in the following circumstances:

(c) When they are affected by any of the incompatibility or prohibitions provisions legally established;

(d) If they are severely reprimanded by the Board of Directors on the basis of a report by the Appointments and Remuneration Committee as a result of having breached their duties as Directors; or

(e) When their continued presence on the Board of Directors may jeopardize the interests of the Company.

In accordance with Article 17.4: "When a Director is removed from its office before the end of the term of office following its resignation or through resolution of the general meeting, the Director shall explain sufficiently the reasons for doing so, or in the case of non-executive Director, his/her opinion of the reasons for the general meeting resolution, in a letter addressed to all the members of the Board of Directors. This should all be reported in the Annual Corporate Governance Report, and if it is relevant for investors, the Company should publish an announcement of the departure as rapidly as possible, with sufficient reference to the reasons or circumstances provided by the Director."

C.1.37 Indicate whether, apart from such special circumstances as may have arisen and been duly minuted, the Board of Directors has been notified or has otherwise become aware of any situation affecting a director, whether or not related to his or her actions in the company itself, that might harm the company's standing and reputation:

Yes No x

Director's name Nature of the situation Observations

Indicate whether the Board of Directors has examined the case. If so, explain with reasons whether, given the specific circumstances, it has adopted any measure, such as opening an internal enquiry, requesting the director's resignation or proposing his or her dismissal.

Indicate also whether the Board decision was backed up by a report from the nomination committee.

Yes
No
x
Decision / action taken Reasoned explanation

C.1.38 Detail any material agreements entered into by the company that come into force, are modified or are terminated in the event of a change in control of the company following a public takeover bid, and their effects.

The Multicurrency Facilities Agreement and Note Purchase Agreements signed by the company on 7 June 2018, 4 July 2018 and 1 June 2021 include early maturity clauses in the event of a change in control, in standard terms for contracts of this kind. Likewise, there are other agreements entered into by subsidiaries of the company which might contain change of control clauses, such as concession or similar contracts.

C.1.39 Identify individually for director, and generally in other cases, and provide detail of any agreements made between the company and its directors, executives or employees containing indemnity or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of transaction.

Number of 11
beneficiaries
Type of beneficiary Members of the management committee that report
directly to the CEO
Description of The company has entered into various arrangements with
agreement members of the senior management team:
-
7 golden parachute clauses.
"In the event of termination of the employment contract, by
decision of the company, whatever its form except in the
event of disciplinary dismissal, declared fair by the social
jurisdiction in a final judgment, he shall be entitled to
receive compensation in the amount equivalent to the
greater of the following two amounts: twice the total gross
monetary remuneration received in the last twelve months;
or the compensation resulting from applying 33 days per
year of service with a maximum of 24 monthly payments."
"In the event of termination of the Contract in the events
set out below, the Senior Executive shall be entitled to an
indemnity equivalent to 33 days of his or her remuneration
per year worked, subject to the following rules:
i) Seniority for the purposes of calculation shall be
calculated as from 1 January 2020; and
ii) For the calculation of this indemnity, the monetary
remuneration received in the last 12 months shall be
considered (…).
Without prejudice to the foregoing, for clarification
purposes, in the event of termination of the previous
ordinary employment relationship referred to in Slide I, the
Senior Manager shall be entitled, in the cases indicated
below, to an indemnity (net of taxes) for the termination of
the ordinary employment relationship, which shall be
equivalent to the greater of the following two amounts:
(i)
Twice the net monetary remuneration
received in the year 2019.
(ii)
The compensation resulting from applying 45
days' salary per year of service, with a
maximum of 42 monthly payments.
In any event, the sum of the amount of the severance
payments corresponding to the termination of the ordinary
employment relationship and the termination of the senior
management employment relationship may not exceed the
amount that would have been generated
had
the
severance payment for the termination of the ordinary
employment relationship been applied to the period of time
of the ordinary employment relationship and the senior
management relationship, calculated as a whole".
"Specifically, in the cases detailed below, you will be
entitled to receive compensation (net of taxes) for
termination of the contract equivalent to the higher of the
following two amounts: twice the total net monetary
remuneration received in the last year at the termination of
the contract; or the compensation resulting from applying
45 days' salary per year of service with a maximum of 42
monthly payments.
The cases of termination that would give rise to the
indemnity would be the following:
a) Termination of the contract decided by the company,
whatever its form, except in cases of disciplinary dismissal
declared fair by the social court in a final judgement.
b) Termination of the contract decided by the employee,
whatever its form and for any reason, except in cases of
resignation or voluntary dismissal without cause".
"In the event that the company unilaterally terminates the
employment contract that unites them for any reason,
except in the case of disciplinary dismissal declared fair by
a final or uncontested court ruling, they shall be entitled to
compensation equivalent to the sum of the following
amounts: (i) two annuities of the fixed salary that they were
receiving at the time of termination of their employment
relationship and (ii) the annual bonus that, if applicable,
they had received in the twelve months prior to the
termination of the Contract. This indemnity includes and
replaces any other indemnity that may correspond to
him/her.
For the calculation of the compensation provided for in the
preceding paragraph, no remuneration other than those
expressly mentioned shall be taken into account.
"In the event that (i) the contract is terminated by decision
of the company whatever the form of termination, or (ii)
there is a substantial modification of their working
conditions, except in cases of disciplinary dismissal
declared fair in a final judgment by the social jurisdiction,
the worker shall be entitled to receive compensation for
termination of the contract equal to the fixed annual
remuneration received in the year immediately prior to the
termination plus the amount of the last annual bonus
received in cash. "
"In the event of termination of the contract decided by the
company, if such termination is recognized as unfair by the
company or declared unfair by the social jurisdiction in a
final judgment, the executive will be entitled to receive a
severance payment equal to the higher of these two
amounts:
i) the one determined by the social jurisdiction
ii) the gross fixed remuneration of the last year at the time
of termination."
"If this employment contract is terminated by the employer
and the dismissal is not considered a just disciplinary
dismissal declared by a final judgment, the employee will
receive compensation equivalent to two times the gross
total annual base salary + payment of annual bonus."
-
7
post-contractual
non-compete
clauses.
In
accordance with these clauses, said executives
commit, following the termination of the contract and
for a specific period: (5) Five of the senior managers
have an obligation for two years, and one manager for
one year, to refrain from providing services to any
Competitor Business or potential business of the
Company or any Group company in a restricted
territory after the resolution of the Contract. As
compensation for the non-compete obligation, these
executives will receive the gross amount equivalent to
half of the fixed remuneration that they were receiving
at the time of termination of the contract, distributed in
monthly payments equivalent to the post-contractual
non-compete
period.
(1)
One
manager
has
an
obligation for 9 months to refrain from providing
services to any Competitor Business or potential
business of the Company or any Group company in a
restricted territory.
-
9 clauses that establish a notice commitment in case
of termination of the contract. In accordance with these
clauses, both the company and the executives
undertake to notify the termination of the relationship
in writing, with a minimum notice period of two months
for six of them, three months for two of them, and six
months for one of them.

Indicate whether, beyond the cases established by legislation, these agreements have to be communicated and/or authorized by the governing bodies of the company or its group. If so, specify the procedures, the cases concerned and the nature of the bodies responsible for their approval or communication:

Board of Directors General Shareholders' Meeting
Body authorizing the
severance
YES NO
Yes No
Are these clauses notified to the General Shareholders' Meeting? x
Observaciones

C.2 Committees of the Board of Directors

C.2.1 Provide details of all committees of the Board of Directors, their membership, and the proportion of executive, proprietary, independent and other external directors that comprise them:

EXECUTIVE COMMITTEE

Name Position Current
% of executive directors
% of proprietary directors
% of independent directors
% of other external directors
Observations
N/A

Explain the functions delegated or assigned to this committee, other than those that have already been described in Section C.1.9, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

Name Post Category
NICOLAS VILLÉN PRESIDENT INDEPENDENT
ERNESTO GERARDO MATA
LÓPEZ
MEMBER EXTERNAL
MARIA CRISTINA HENRÍQUEZ DE
LUNA
MEMBER INDEPENDENT
ESSIMARI KAIRISTO MEMBER INDEPENDENT

AUDIT COMMITTEE

% of proprietary directors 0
% of independent directors 75
% of external directors 25
Observations

Explain the duties exercised by this committee, describe the rules and procedures it follows for its organization and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercise in practice each of the functions attributed thereto by law, in the Articles of Association or other corporate resolutions.

The members of the Audit Committee are appointed by the Board of Directors. The Audit Committee consists of three to five members of the Board of Directors, based on their knowledge and experience in accounting, auditing and risk management matters.

Audit Committee's functions are listed in article 38 of the Regulations of the Board of Directors and mainly consist of:

a) To report the General Shareholders Meeting on the issues raised in relation to those matters within the competence of the Audit Committee.

b) In relation to the information and internal control systems:

(i) To monitor the effectiveness of the internal control of the Company, the internal audit, and the risk management systems, as well as to discuss with the external auditor any significant weaknesses in the internal control system detected during the course of the audit, all of which without breaching their independence.

(ii) To monitor and to evaluate the preparation and the integrity of the mandatory financial information, reviewing compliance with regulatory requirements, the accurate demarcation of the consolidation perimeter and the correct application of accounting principles.

(iii) To monitor the independence and efficacy of the internal audit function; propose the selection, appointment, re-appointment and removal of the head of the internal audit; propose the department's budget; to approve the priorities and annual work plan; receive regular information on its activities; and verify that the senior management are acting on the findings and recommendations of their reports.

(iv) To analyse financial and accounting irregularities with potentially serious implications that may have been reported.

(v) To monitor and to evaluate the control and management systems of the financial and non-financial risks the Company and the Applus+ Group are exposed to.

(vi) To monitor in general that the policies and systems related to internal control are applied effectively.

c) In respect of the external auditor:

(i) To make recommendations to the Board of Directors for the selection, appointment, re-appointment and removal of the external auditor and the conditions of its engagement.

(ii) To gather regularly information from the external auditor on the audit programme, its implementation and the results of its implementation, as well as verify that the senior management are acting on its recommendations.

(iii) To monitor the independence of the external auditor

(iv) To establish the appropriate relationships with the external auditor to receive information on any issues that could be a threat to their independence.

d) In relation with other duties, it corresponds to the Audit Committee:

(i) To report during the AGM on the matters raised therein by shareholders which fall under its scope of responsibility.

(ii) To monitor the process of preparing the annual accounts and management reports, individual and consolidated, for their formulation by the Board.

(iii) To report to the Board of Directors, for its formulation, on the correctness and reliability of the annual statements and management reports, individual and consolidated, and the periodic financial information disseminated to the markets. (iv) To monitor compliance with internal codes of conduct and, in particular, with these Regulations under the terms provided herein.

(v) To report to the Board of Directors, prior to its adoption of the corresponding decisions, on the following subjects:

The financial information that the Company must periodically make public.

The creation or acquisition of holdings in special purpose entities or those established in countries or territories which are considered tax havens, as well as any other transactions or operations of an analogous nature.

The preparation of a report on all those transactions that have the condition of Related-Party Transactions.

The main actions of the Audit Committee during 2022 were:

  • Definition, approval and monitoring of the Internal Audit annual plan;
  • Monitoring and supervision of the actions performed in connection with the risk map management, as well as understanding and analysing the development of the main risks;
  • Monitoring and supervision of the ICFR model;
  • Approval and follow up of action plans defined on the basis of internal audits performed (in response to the weaknesses found in the internal control);
  • Quarterly monitoring of group results as well as periodic supervision of the most significant accounting estimates;
  • Revie of the scope and results (half and yearly) of the audit works performed by external audit;
  • Review and approval of the audit fees and as well as of other fees for compatible services, as well as approval of the scope of the work of auditor
  • Approval of the auditors' independence report.
  • Approve the selection process of the new auditor for the financial year 2024 until 2026
  • Proposal to the Board of Directors of an external auditor for the years 2024 to 2026

Identify the directors who are member of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairperson of this committee was appointed.

Name of directors with experience NICOLÁS VILLÉN
MARIA CRISTINA HENRÍQUEZ DE
LUNA
ERNESTO
GERARDO
MATA
LÓPEZ
ESSIMARI KAIRISTO
Date
of
appointment
of
the
chairperson
29/05/2020

Observations

All four members of the Audit Committee (as described in their profiles in section C.1.3 above) are experts in the subject and have been appointed considering their knowledge and experience in accounting and audit.

APPOINTMENTS AND REMUNERATION COMMITTEE

Name Post Category
MARIE-FRANÇOISE DAMESI PRESIDENT INDEPENDENT
MARIA
JOSE
ESTERUELAS
AGUIRRE
MEMBER INDEPENDENT
BRENDAN CONNOLLY MEMBER INDEPENDENT
% of proprietary directors 0
% of independent directors 100
% of external directors 0

Observations

The Chairman of the Board of Directors ceased to be a member and Chairman of the Appointments and Remuneration Committee, an interim role he hold during the transition since the former chairman's of the committee's depart. Ms. Marie-Francoise Damesin was appointed chairman of the Committee, reinforcing gender diversity and based on her wealth of experience in the areas the Committee deals with.

Explain the duties exercised by this committee, describe the rules and procedures it follows for its organization and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercise in practice each of the functions attributed thereto by law, in the Articles of Association or other corporate resolutions.

The Appointments and Compensation Committee consists of at least three and a maximum of five Directors, appointed by the Board of Directors for a period not exceeding their term as Directors and without prejudice to being re-elected, insofar as they are also Directors. The Board of Directors designate the members of the Committee, based on the knowledge, skills and experience of the Directors and the tasks entrusted to the Committee.

Appointments and Compensation Committee's functions are:

  • To formulate the proposals for appointment, re-appointment and removal of Independent Directors, and to report on the proposals for appointment, reappointment and removal of the rest of Directors.
  • To establish an objective of representation for the under-represented gender on the Board of Directors and to prepare guidelines on how to achieve said objective.
  • To verify the character of each Director and check that he/she meets the requirements for qualification as Executive, Independent, Nominee or Other External Director.
  • To evaluate the skills, expertise and experience necessary in the Board of Directors, to define, consequently, the functions and abilities needed in candidates who are to fill each vacancy, and to evaluate the time and dedication necessary in order for them to perform their duties.
  • To examine and organize, in such a way as is understood to be suitable, the succession of the Chairman and the chief executive and, where necessary, to make proposals to the Board of Directors, so that such succession occurs in an orderly and well-planned manner.
  • To report annually on the duties performed by the Chairman of the Board of Directors and by the chief executive of the Company.
  • To report on the appointments and resignations of the Secretary and Deputy Secretary of the Board of Directors and of the senior executives whom the chief executive proposes to the Board of Directors.
  • To report to the Board of Directors on the diversity issues, and safeguard that, when filling new vacancies, the Board shall respect the provisions set forth in Article 14.3 of the Regulations of the Board of Directors.
  • To develop and implement a record of situations concerning Directors and senior executives from the Company, and to receive and maintain in that record the personal information provided by the Directors, as established under articles 18 and 19 of the Regulations of the Board of Directors.
  • To receive the information supplied by Directors.
  • To propose to the Board of Directors the remuneration policy for Directors and managing directors or others who perform their top management duties and directly depend on the Board of Directors, supervisory committees or chief executive officers.
  • To propose to the Board of Directors the individual remuneration of Executive Directors and other conditions of their contracts.
  • To propose to the Board of Directors the basic conditions of contracts for senior executives.
  • To oversee compliance with the remuneration policy set by the Company.
  • Periodically review the remuneration policy for Directors and senior officers, including share-based remuneration systems and their application, and ensure that their individual compensation is proportionate to the amounts paid to other Directors and senior officers in the Company.
  • Ensure that conflicts of interest do not undermine the independence of the external professionals referred to the Article 40.4 of the Regulations of the Board of Directors.
  • Verify the information on Director and senior officers' pay contained in corporate documents, including the annual Directors' remuneration report

The main actions of the Appointments and Compensation Committee in 2022 were:

  • Approval of the evaluation of the bonus in accordance with the system in force; accrued in the financial year 2021 to be applied to the direct reports to the Chief Executive Officer.

  • Approval of the salary review of these Directors for the year 2022.

  • Acknowledgement of the allocations made in accordance with the current restricted stock unit (RSU) and performance stock unit (PSU) systems.

  • Approval of a new incentive scheme 2022-2024 for direct reports to the Chief Executive Officer and proposal to the Board of the scheme for the Chief Executive Officer to be submitted to the General Meeting in 2023.

  • Approval of the adjusted earnings per share (EPS) target for the 2022-2024 PSU plans for the Chief Executive Officer and affected executives

  • Approval of the evaluation, in accordance with the system in force, of the bonus accrued in the financial year 2021 to be applied to the Chief Executive Officer.

  • Proposal of the future Directors' Remuneration Policy approved at the 2022 General Meeting.

  • Proposal and reports regarding the re-election of Mr. Brendan Connolly, Ms. Marie-Françoise Madeleine Damesin, Mr. Christopher Cole, all of them as Independent Directors and Mr. Ernesto Gerardo Mata López as External Director.

  • Approval of the Annual Report on Directors' Remuneration 2021.

  • Support in the process of evaluation of the Board, its Chairman and the Chief Executive Officer by an independent expert (Spencer Stuart) and monitoring of the associated action plans.

  • Succession management of the Chief Executive Officer and Chief Financial Officer.

  • Monitoring of certain strategic human resources initiatives.

  • Contribution to the preparation of and attendance at meetings with shareholders, proxy advisors on matters within their remit.

  • Reviewing the characteristics of Directors' and officers' liability insurance.

  • Approval of the terms of termination of a Senior Manager and the appointment of his successor, as well as the appointment and terms of another Senior Manager.

  • Approval of the conditions for the termination of the relationship of the former Managing Director and the conditions for the new Managing Director.

  • Approval of the evaluation of the bonus in accordance with the system in force; accrued in the financial year 2021 to be applied to the direct reports of the Chief Executive Officer.

NOMINATION COMMITTEE

Name Position Current
% of proprietary directors
% of independent directors
% of other external directors
Observations
N/A

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

REMUNERATION COMMITTEE

Name Position Current
% of proprietary directors
% of independent directors
% of other external directors
Observations
N/A

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

ESG COMMITTEE

Name Post Category
CHRISTOPHER COLE PRESIDENT INDEPENDENT
BRENDAN CONNOLLY MEMBER INDEPENDENT
MARIA JOSÉ ESTERUELAS MEMBER INDEPENDENT
% of executive directors 0
% of proprietary directors 0
% of independent directors 100
% of external directors 0

Explain the duties exercised by this committee, describe the rules and procedures it follows for its organization and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercise in practice each of the functions attributed thereto by law, in the Articles of Association or other corporate resolutions.

The ESG Committee comprises a minimum of three and a maximum of five Directors appointed by the Board of Directors, for a period not exceeding that of their term as Directors and without prejudice to their ability to be re-appointed insofar as they were reappointed as Directors. The Board of Directors will appoint the members of the ESG Committee based on the expertise, skills and experience of the Directors and its commitments.

ESG Committee's functions are, amongst others:

  • To promote the Company's policy in terms of ESG and of the Applus+ Group supervising and ensuring the adoption and effective implementation of good practices in the field of environmental social governance responsibility, good governance, ethics and transparency and procuring that expectations of the various stakeholders.
  • To submit to the Board of Directors the initiatives and proposals it deems appropriate and inform on the proposals submitted for the consideration thereof, ensuring that the business strategy of the Company is aligned with the values of the Company's policy in terms of ESG approved by the Board of Directors.
  • In particular, to design, define and approve initiative and according development plans for the achievement of the goals previously set up according to the Company's policy in terms of ESG and to such other policies or codes that, within the scope of its functions, it may promote.
  • To assess, review and monitor the development and implementation of initiatives and plans of the Company in implementing the Company's policy in terms of ESG, by monitoring their compliance with the indicators defined.
  • To monitor and to evaluate the preparation and the integrity of the annual report on corporate governance, the annual report on ESG matters and any other mandatory non-financial information, coordinating whenever necessary the process for reporting such information in accordance with applicable regulations and international reference standards.
  • To establish and to monitor a mechanism whereby employees and other persons related to the Company, such as Directors, shareholders, suppliers, contractors or subcontractors can report irregularities of potential significance, including financial, non-financial and accounting irregularities, or those of any other nature, related to the Company which are evidenced within the Company or the Applus+ Group.
  • To oversee compliance with the general policy regarding the disclosure of economicfinancial, non-financial and corporate information, as well as the communication and relations strategy with shareholders and investors, proxy advisors and other stakeholders, including small and medium-sized shareholders.
  • To periodically evaluate the effectiveness of the Company's corporate governance system and of the Company's policy in terms of ESG, in order to confirm that it is fulfilling its mission to promote the corporate interest and to take into account, where appropriate, the legitimate interests of the remaining stakeholders.
  • To monitor that the Company's environmental and social practices are in accordance with the established strategy and policy.

During 2022, the ESG Committee worked on these areas:

  • Review of compliance with 2021 objectives, publication of the 2021 financial and non-financial information report.
  • ESG objectives for 2022 were defined and published, linking them to the remuneration scheme, and monitored throughout the year.
  • The ratings in which we participate were reviewed: MSCI ESG Rating, FTSE4Good IBEX, Gaïa Rating, CDP, Sustainalytics, S&P Global.
  • Commitments: GRI standards, UN Global Compact, UN SDGs (Sustainable Development Goals), SBTi (Science Based Targets initiative).
  • TCFD and SASB have been incorporated into the reporting indicators, in addition to reporting the eligibility of activities subject to the European Taxonomy regulation for adaptation and mitigation of climate change.
  • With regard to commitments, it was agreed to establish environmental targets to meet the 1.5ºC reduction scenario and these were validated by SBTi.
  • At the end of the year the ESG targets were set and in the case of the environmental targets these were set for the short (2022), medium (2024) and long term (2050). An implementation strategy for the next three (3) years was established.
  • During the year, the new regulatory framework in Europe has been reviewed on ongoing legislative initiatives such as: alignment of activities to the European Taxonomy Regulation, the new Corporate Sustainability Due Diligence Directive and the Corporate Sustainability Reporting Directive. Other relevant country regulatory frameworks were also reviewed to identify reporting trends.
  • Business ethics: (i) monitoring the Compliance Management system with new publications of policies and procedures as well as ensuring the effective implementation of existing ones; (ii) strengthening the compliance culture with training sessions; (iii) review of third party agents under the Anti-Corruption policy; (iv) complaints management through the Whistleblowing Channel; (v) deployment and management of the Compliance Management policies and procedures control model; (vi) coordination and management of the annual signing of the "Management declarations", and external audit as a member of the TIC Council.
  • Corporate Governance: (i) check & balance at its first meeting of the year of Applus+ corporate governance model compared with Spanish Code recommendations and investors and proxy advisors expectations; (ii) roadshow with main investors and proxy advisors, (iii) preparation and monitoring of the General Shareholders'

Meeting by hybrid means (reaching a relevant quorum) and with specific report on chairman's re election.

C.2.2 Complete the following table with information regarding the number of female directors who were members of Board committees at the close of the past four years:

Number of female directors
Year 2022 Year 2021 Year
2020
Year 2019
Number % Number % Number % Number %
Audit committee 2 50 2 50 2 50 2 50
Appointments
remuneration
and 2 66.66 2 50 1 33.33 1 33.33
ESG Committee 1 33.33 1 33.33 0 0.00 0 0.00

C.2.3 State, where applicable, the existence of any regulations governing Board committees, where these regulations may be found, and any amendments made to them during the year. Also, state whether any annual reports on the activities of each committee have been voluntarily prepared.

The Rules for Board's Committees are included in the Regulations of the Board of Directors, which establish their competences, composition, procedures, etc; these are available for consultation both on the CNMV website and the www.applus.com corporate website, and may be directly accessed through the following link: http://www.applus.com/es/InvestorRelations/Corporate-governance. Likewise, on 2020, the Board of Directors approved a regulation for each of the three committees, all of them available at https://www.applus.com/global/en/investor-relations/corporate-governance.

The three committees issue an annual report on their activities, which is submitted to the Board in the first yearly meeting.

D RELATED PARTY AND INTRAGROUP TRANSACTIONS

D.1. Explain, where appropriate, the procedure and competent bodies relating to the approval of transactions with related and intragroup parties, indicating the criteria and general internal rules of the entity that regulate the abstention obligations of the affected director or shareholders. Detail the internal information and periodic control procedures established by the company in relation to those related-party transactions whose approval has been delegated by the board of directors.

Further to article 7.2 h) of the Regulations of the Board of Directors and article 529 ter of the Spanish Companies Act, transactions carried out by the company or companies of the Applus Group with its directors, significant shareholders, and shareholders represented on the Board of Directors of the company or any Applus group company, or with persons associated with them, must be approved by the Board of Directors on the basis of a prior report by the Audit Committee.

In accordance with the article 19.1 c) The Directors shall perform their duties with the loyalty of a faithful representative, acting in good faith and in the best interest of the Company. The duty of loyalty obliges the Director to refrain from participating in the discussion and voting on resolutions or decisions in which they or a person related to them has a, direct or indirect, conflict of interest.

The article 21.11 of the Regulations of the Board of Directors provides that "In accordance with Article 7.2 above, the acknowledgement and approval, following a report from the Audit Committee, of the Related-Party Transactions are among the non-delegable competencies of the Board of Directors. However, in accordance with Article 7.5, when, for reasons of urgency, duly justified, the Related-Party Transactions may be authorized, where appropriate, by delegated persons or bodies and shall be ratified at the first meeting of the Board of Directors that is held after the adoption of the resolution."

Following the reform of the Companies Act, the Board of Directors (October 2021) approved the Related-Party Transactions, Procedure including, among others, the mechanisms for approval of such transactions by delegation of the Board (within the scope of ordinary management and under market conditions or by virtue of contracts with standardized conditions).

D.2. Give individual details of operations that are significant due to their amount or of importance due to their subject matter carried out between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or who are represented on the board of directors of the company, indicating which has been the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:

Name or % Name or Approvin Identity of The proposal
company name Sharehold company g body the to the board, if
of the ing name of the Nature of
the
relationship
Type of
operation and
other
information
required for
its evaluation
Amount
(thousands
of euros)
significant applicable,
shareholder or its group company or
entity within
shareholde has been
any of its r or approved by
subsidiaries director the board
who has without a vote
abstained against the
majority of
independents

Observations

D.3. Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with the administrators or managers of the company, including those operations carried out with entities that the administrator or manager controls or controls jointly, indicating the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:

Name or Name or Relationship Nature of the Amount Approving Identity of The
company company name operation (thousands body the proposal
name of the of the and other of euros) sharehold to the
administrator company or information er or board, if
s or managers entity within its necessary for director applicable,
or their group its evaluation who has has been
controlled or abstained approved
jointly by the
controlled board
entities without a
vote
against
the
majority of
independe
nts
Observations

D.4. Report individually on intra-group transactions that are significant due to their amount or relevant due to their subject matter that have been undertaken by the company with its parent company or with other entities belonging to the parent's group, including subsidiaries of the listed company, except where no other related party of the listed company has interests in these subsidiaries or that they are fully owned, directly or indirectly, by the listed company.

In any case, report any intragroup transaction conducted with entities established in countries or territories considered as tax havens:

Company name of the entity
within the group
Brief description of the
operation and other
information necessary
for its evaluation
Amount
(thousands of euros)
Observations

D.5. Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with other related parties pursuant to the international accounting standards adopted by the EU, which have not been reported in previous sections.

Company name of the
related party
Brief description of the
operation and other
information necessary for
its evaluation
Amount
(thousands of euros)
Observations

D.6. Give details of the mechanisms in place to detect, determine and resolve potential conflicts of interest between the company and/or its group and its directors, senior management, significant shareholders or other associated parties.

Article 19 of the Regulations of the Board of Directors specifically regulates conflicts of interest:

"The Directors shall perform their duties with the loyalty of a faithful representative, acting in good faith and in the best interest of the Company. In particular, the duty of loyalty obliges the Director:

  • a) …
  • b) …
  • c) To refrain from participating in the discussion and voting on resolutions or decisions in which they or a person related to them has a, direct or indirect, conflict of interest. The agreements or decisions relating to them in their condition of Directors, including their appointment or revocation for the positions on the Board or others analogous in nature, shall be excluded from the above obligation of refrain from participating and voting.
  • d) To perform their duties under the principle of personal responsibility with freedom of judgement or good judgement and independence with regard to the instructions and links to third parties.
  • e) To adopt the necessary measures to avoid finding themselves in situations in which their interests, on their own account or that of a third party, may conflict with the corporate interest and their duties to the Company.
  • f) In particular, the duty to avoid the conflicts of interest referred to in the previous paragraph obliges the Director to refrain from:
    • (i) Carrying out transactions with the Company, except in the event of ordinary transactions, carried out under standard conditions for the clients and non-material, defined as those transactions whose information is not necessary to present a fair view of the Company's equity, the financial situation and the results of the entity.
    • (ii) Using the name of the Company or using their status as Director to unduly influence private operations being conducted.
    • (iii) Making use of the corporate assets, including the confidential information of the Company, for private
purposes.
(iv) Taking advantage of the business opportunities of the
Company.
(v) Obtaining advantages or remuneration from third parties
other than the Company and the Applus+ Group associated
to the performance of their duties, except in the case of the
corporate hospitality.
(vi) Carrying out activities on their own account or on behalf of
a third party which entail effective competition, whether
actual or potential, with the Company or that, otherwise,
would create a permanent conflict of interests with regard to
the interests of the Company.
g) The foregoing provisions shall also apply in the event that the beneficiary
of the acts or activities prohibited is a person related to a Director.
h) In any case, the Directors shall inform the other Directors and the Board
of Directors of any conflict, direct or indirect, that they or persons related
to them may have with the interests of the Company.
i) The conflict of interest of the Directors shall be disclosed in the Notes of
the financial statements"
Likewise, article 7.2 (h) of the Regulations of the Board of Directors establishes that the
following is a matter reserved for the Board of Directors: "the approval, subject to a prior
report from the Audit Committee, of the transactions carried out by the Company or
companies of the Applus+ Group with its Directors, shareholders, whether on their own
or together with others, considered as significant, including the shareholders
represented on the Board of Directors of the Company or of other companies that are
part of the Applus+ Group, or with persons related thereto". This shall not apply for
transactions which fulfil the following conditions: (a) they are carried out under the terms
of contracts whose conditions are standardized and applied to a large number of clients;
(b) they are implemented at prices or rates generally set by the person supplying the
good or service in question; and (c) the value of these transactions does not exceed
1% of the annual turnover of the Company.
Finally, section 4.11 of the Code of Ethics and the Global Conflict of Interests Policy
regulate the situations of conflict of interest of Applus+ employees, as well as the
mechanisms to follow in case of conflict.
Each member of the Board of Directors has signed a declaration of lack of conflict of
interest.
Indicate whether the company is controlled by another entity in the meaning of
Article 42 of the Commercial Code, whether listed or not, and whether it has,
directly or through any of its subsidiaries, business relationships with said entity
related to those of any of them or any of its subsidiaries (other than the listed company) or carries out activities
Yes
No
x
Indicate whether the respective areas of activity and any business relationships
between the listed company or its subsidiaries and the parent company or its
subsidiaries have been defined publicly and precisely:
Yes
No

Report the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries, and identify where these aspects have been publicly reported

Identify the mechanisms in place to resolve potential conflicts of interest between the parent of the listed company and the other group companies:

Mechanisms for resolving possible conflicts of interest

E RISK MANAGEMENT AND CONTROL SYSTEMS

E.1 Explain the scope of the company's Risk Management and Control System, including tax compliance risk.

The Board of Directors is ultimately responsible for the existence and maintenance of an internal control and risk management system that is adequate and effective, tax risks included, and with regards to the definition of the risk appetite. This supervision function has been entrusted to the Audit Committee.

The Group has developed a policy and a procedure of Risk Management, approved by the Board of Directors.

As a result of the implementation of said procedure the Group's Risk Map is reviewed and updated on a yearly basis.

The risk management model implemented by the Group consists of the following three stages:

Stage 1: identification and assessment of risks based on the impact and the likelihood of occurrence.

Stage 2: monitoring of risks based on Key Risks Indicators (KRI), determination of the tolerance levels and definition of action plans when considered necessary.

Stage 3: periodical reporting to the Audit Committee and the Board of Directors about the risks evolution through their KRIs. Twice a year, the Audit Committee's agenda includes the monitoring of the Risk Map and the review of the action plans under development.

It is the senior management who proposes the Risk Map to the Audit Committee in which all risks are identified and assessed, including strategic, operational, financial, tax, legal, compliance and also risks to sustainability including those related to climate change.

This risk map has incorporated those factors deemed critical, considering all of the Group's lines of activity, geographical areas where it operates and its business divisions, as well as any risk factors deemed critical in relation to support functions (such as finances, human resources, legal and tax).

In addition, the company has a criminal risk map and a Criminal Risk Management and Crime Prevention Handbook in accordance with article 31 bis of the Criminal Code and other applicable laws. Under ESG Committee instigation, it has reviewed and strengthened the existing Corporate Compliance Program, by designing and implementing in the group the new Applus+ Criminal Risk Management and Crime Prevention System (hereinafter, the System), which is described in the referred handbook. The group has implemented the System by deploying the necessary internal control and surveillance measures to ensure compliance with criminal laws and to avoid the occurrence of offenses of which, in accordance with Spanish Criminal Code, any group company might be held responsible or, in case these cannot be avoided, at least to significantly reduce the risk of they taking place. Prevention is one of the main objectives of the System, the other one being to make possible the quick detection and reaction before any potential criminal offense in the group.

E.2 Identify the bodies within the company responsible for creating and executing the Risk Management and Control System, including tax compliance risk.

Pursuant to Article 7.2 (vii) of the Regulations of the Board of Directors, the Group's Board of Directors is in charge of all risk control and management policy, tax risks included, and will periodically follow up on any internal reporting and control systems, by optimizing the cost/benefit ratio, in order to:

  • Reach any medium-term strategic objectives
  • Safeguard shareholder value
  • Give assurance to the Group's results and reputation
  • Uphold the interests of the Group's shareholders and stakeholders
  • Ensure compliance in those countries where it operates including tax regulations

The Audit Committee, pursuant to Article 39.7 (a) (ii), is in charge of periodically reviewing any internal control and risk management systems in order to ensure that any main risks are identified, managed and adequately understood, including discussions with the auditors on any significant weaknesses in the internal control system detected during the audit. To do this, the Committee is backed up by the supervision tasks completed by the Group's Internal Audit Management. Supervision of any risk control systems includes approval of the risk model and periodic supervision, at different intervals depending on their importance.

The Group's Chief Executive Officer is in charge of handling these risks, as well as the heads of each corporate functional area and the Executive Vice President of each business Division, in accordance with their scope of activity, according to acceptable risk levels for the company.

The Internal Audit Management and the Group's Internal Control Responsible are in charge of supervising compliance with risk tolerance, the effectiveness of control systems and following up on the implementation of necessary actions, which are subsequently monitored by the corporate functions affected.

E.3 State the primary risks, including tax compliance risks, and those deriving from corruption (with the scope of these risks as set out in Royal Decree Law 18/2017), to the extent that these are significant, which may affect the achievement of business objectives.

The Applus+ Group risk map covers any risks that may have a significant impact on its results, to the best of its understanding. The risks contemplated in this map may be classified as follows:

    1. strategic risks including those related to all ESG matters.
    1. inherent to business activities (operational)
    1. financial risks including tax
    1. legal risks and compliance

The main risks managed by the Group are:

  • Adequate supervision of the Group's business based on long-term agreements with a finite life-span (such as concessions in the technical vehicle inspection business in Spain, Europe and America) or IDIADA, providing services to the world's leading vehicle manufacturers.
  • Certain levels of dependence on the evolution of some of the sectors in which the Group operates (automotive and oil and gas sectors)
  • Adequate follow-up on the formal and service quality terms in any services provided based on granted accreditations. In this regard, the Group has taken out insurance policies.
  • Risks related to the economic, social and political situation of the

countries where the Group operates, as well as the main macroeconomic indicators that could have a short and medium-term impact on Applus+ Group's results, particularly considering its geographic spread.

  • Retention of key staff for the Group and talent management.
  • Potential criminal sanctions or significant business losses resulting from possible penalties that could be derived from non-compliance with the crime prevention handbook implemented by the Group.
  • Risks related to cyber security.
  • Risks linked to the Group's ESG strategy, including those inherent to climate change.

In financial terms, the Group manages and monitors the main risks that could affect Applus Group's results:

  • Liquidity risk and leverage level of the Group.
  • Risk of overestimation of certain significant assets (such as goodwill, intangible assets generated as a result of inorganic growth, as well as tax assets).
  • Working Capital management.

E.4 State whether the entity has a risk tolerance level, including tolerance for tax compliance risk.

The levels of tolerance are defined through the established value limit set by the KRI associated with each risk.

Tolerance levels are defined according to the following parameters:

  • Maintenance of quality standards
  • Volume of business affected and potential impact on business sustainability
  • Impact on reputation and on business continuity
  • Compliance with applicable law (tax laws included)
  • Probability of materializing

For those risks deemed high or medium, given the impact upon materialization on the achievement of the Group's objectives, specific tolerance levels are defined, indicating action guidelines, timeframe to achieve, people in charge, follow-up indicators.

E.5 State which risks, including tax compliance risks, have materialized during the year.

In relation to the existing businesses with expiration date, the contract for the technical inspection of vehicles in Costa Rica expires in 2022. However, the main risk in the management of these contracts is related to the IDIADA Division, whose contract expires in 2022.

In 2022, macroeconomic factors, such as higher costs due to inflation and higher energy costs, have slightly slowed down the positive margin evolution that has been taking place since 2021.

We continue to focus on improving efficiency in our operations, both directly by reducing costs and increasing tariffs where possible, and through the incorporation of digital technologies in all business processes.

Our objective remains to further diversify and improve the quality of our service portfolio through divestments in non-strategic businesses and acquisitions with good growth prospects and margins.

The Group has performed impairment tests for all cash-generating units in relation to goodwill and intangible assets, concluding that in 2022 it was not necessary to recognize significant impairments on any of them.

In relation to tax issues, several tax inspections have been carried out during 2022 in different geographies where the Group operates, without significant sanctions. With regards to the open inspections, no material impacts beyond the risk appetite established in the Group's Risk Map are foreseen.

Finally, the Group has not been involved in any new litigation that could have a relevant impact on its results, and currently open litigation actions have not led to events which could modify previous fiscal year's accounting accruals. The Directors do not expect any material liabilities to arise as a result of a potential inspection.

E.6 Explain the response and monitoring plans for all major risks, including tax compliance risks, of the company, as well as the procedures followed by the company in order to ensure that the board of directors responds to any new challenges that arise.

The Applus Group has an updated risk map contemplating any material risks which could affect the achievement of its strategic objectives.

To do this, the Group has implemented measures to mitigate these risks, in order to reduce the likelihood of occurrence and its potential impact. The management of the risk map is a responsibility carried out periodically by the group's top management, as part of theirs responsibilities. From the aforementioned ongoing management, action plans are detected to be implemented, defining who is responsible for, and execution deadlines are set, with the purpose of starting up the necessary measures to reduce the impact of such risks, should they materialize.

These measures are generally executed by the Group's Management; the Audit Committee and, ultimately, the Board of Directors are the two bodies in charge of approving and supervising the measures carried out.

In tax compliance risks which entail a high technical difficulty related to regulations interpretation, the Group resorts to external advisors in order to obtain a third party opinion on any potential risks if a certain transaction is carried out, mitigating them before they appear. Additionally, the Group will use any instruments available in tax laws (prior evaluation agreements, binding consultations, etc.), in those cases where i) this is deemed appropriate in order to reduce any disagreement derived from application of the tax rule, and ii) this is reasonable based on the instruments available, the issue in question and foreseeable timeframes.

Furthermore, the Group has taken out insurance policies to cover damages that may be caused to third parties as a result of negligence when providing its services, including its subsidiaries, in those sectors where it operates.

The Group had started implementing an ambitious improvement plan and investments focused on mitigating cybersecurity risk.

The Group has internal control and risk management systems and tools that allow for constant monitoring and tracking of any action plans and incidents identified in the reporting and review of financial information.

F INTERNAL RISK MANAGEMENT AND CONROL SYSTEMS RELATED TO THE PROCESS OF ISSUING FINANCIAL INFORMATION (ICFR)

Describe the mechanisms comprising the System of Internal Control over Financial Reporting (ICFR) of your company.

F.1 Control environment

Report on at least the following, describing their principal features:

F.1.1. The bodies and/or departments that are responsible for (i) the existence and maintenance of an adequate and effective ICFR; (ii) their implementation; and (iii) their supervision.

Applus+ Group's Internal Control over Financial Reporting (hereinafter, "ICFR") is part of its general internal control system and makes up a group of processes carried out by the Board of Directors, the Audit Committee, the Management and the Group's staff, in order to ensure reasonable safety regarding the reliability of any financial information disclosed to the markets.

The Board of Directors of the Applus+ Group is the Group's senior decisionmaking body, entrusting all regular management to the executive bodies and management team and, consequently, concentrating its activity on the supervision function. The Board of Directors is ultimately responsible for the existence and maintenance of an adequate and effective ICFR, and has delegated this task to the Audit Committee. ICFR supervision is implemented through activities of this kind, carried out by the Internal Audit function.

The Group's internal control model for financial reporting has three distinct areas of control: (i) self-evaluation of the persons in charge of all processes and critical controls, (ii) review of the financial evaluation process by the Financial Managements in each Division and by the Corporate Financial Management in the consolidation process, and (iii) evaluation of the efficiency and efficacy of controls and risk identification by the Internal Audit Management.

The Group's Corporate Financial Management, through the Risk & Internal Control Department, carries out the following tasks in relation to the ICFR:

  • To review and approve any accounting Policies and Manuals incorporated into the Group's Financial Management Intranet.
  • To establish and disseminate the necessary procedures to ensure adequate internal control of financial reporting.
  • To establish and maintain internal controls on financial information, to ensure its reliability, and to guarantee that all reports, transactions or other relevant events are communicated in due form and time.
  • To establish and maintain internal tax controls, in order to ensure the timely filing of accurate and complete tax statements.

During 2022 as in previous years an Internal Control Model over Financial Reporting has been implemented, in order to guarantee its reliability.

F.1.2. State whether the following are present, especially if they relate to the creation of financial information:

Departments and/or mechanisms in charge of: (i) design and review of corporate structure; (ii) clear definition of lines of responsibility and authority with an adequate distribution of tasks and functions; and (iii) assurance that adequate procedures exist for proper communication throughout the entity.

The Board of Directors of Applus+, through its Chief Executive Officer, entrusts the Corporate Financial Management with designing and reviewing the organisational structure involved in financial reporting. The Management outlines the structure and how responsibilities are distributed, as well as their design procedure, review, update and dissemination; this procedure is documented in flowcharts (organisational structure) and the process model and associated regulations, as part of the Applus+ Group's policy catalogue.

Furthermore, lines of authority and responsibility have been defined in all relevant processes by formalising the Model for Delegation of Authority and Responsibility, which includes any critical decisions of the Group that may eventually affect financial reporting.

As regards the financial reporting preparation process, instructions are issued by the Corporate Financial Management establishing specific guidelines and responsibilities for each closing of the accounts (procedures explaining the main tasks, both in the corporation and in each subsidiary company), to include the IFRS Internal Manual.

Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of transactions and the preparation of financial information are specifically mentioned), body in charge of reviewing breaches and of proposing corrective actions and penalties.

The Applus+ Group has a Code of Ethics and Anti-Corruption Policy in place, approved by the Board of Directors, which specifically refer to the registration of transactions and financial reporting, as well as compliance with the law and the Group's accounting policies, amongst others. Likewise, there are specific internal policies for the accounting and finance functions. Furthermore, all employees have been specifically trained and are obliged to explicitly accept both rules each year.

The main values and principles gathered in the Code of Ethics are integrity, transparency, responsibility, impartiality and independence. Furthermore, the Code of Ethics includes a commitment to strictly fulfil the obligation to provide reliable financial information, prepared under applicable regulations, and the responsibility of the company's employees and executives to ensure that this is so, both by adequately carrying out their tasks and by informing the governance bodies of any circumstance that could affect this commitment.

The body in charge of analysing any potential non-compliance, proposing corrective action, is the ESG Committee of the Applus+ Group, along with the Group's Compliance Management and in particular, it corresponds to the Audit Committee, in accordance with article 39.7 b) iv of the Regulations of the Board of Directors to "To analyse financial and accounting irregularities –with potentially serious implications– that may have been reported by employees through the mechanism provided in section 41.6.viii".

Whistleblower channel, that allows notifications to the audit committee of irregularities of a financial and accounting nature, in addition to potential breaches of the code of conduct and unlawful activities undertaken in the organization, reporting, as the case may be, if this is of a confidential nature.

The ESG Committee is responsible (article 41.6 viii of the Regulations of the Board of Directors) to "establish and to monitor a mechanism whereby employees can report, confidentially, and if necessary, anonymously, any irregularities they detect in the Company with potentially serious implications" which is central in the Applus+ Compliance system. The Applus+ Group has put in place, and encourages the use of, a whistleblowing channel allowing the reporting of potential infringements of the Code of Ethics and other irregular activities.

All communications are confidential and compliance with data protection laws is also ensured. There is a unique whistleblowing channel for the entire Group and is available on the corporate website.

Training and periodic refresher programs for staff involved in the preparation and revision of financial information, as well as assessment of the ICFR (Internal Control System for Financial Information), that covers at least accounting rules, audits, internal control and risk management.

As regards the training and periodic refreshment courses in matters that may affect the reporting and publication of financial information, Applus+ believes that development and continuous training of its employees and executives is essential. Furthermore, the Group arranges specific training sessions on issues related to the ICFR for the staff involved in drawing up the Group's financial statements. To do this, constant communications with external auditors and other independent third professionals will guarantee this continuous training, amongst other issues.

Any training needs detected and provided at corporate level are extended to all other financial managers in the Group's subsidiaries, through face-to-face training or through online training held each year; training will be a key point of the agenda, including individualised sessions if deemed appropriate.

Additionally, there has been specific training provided on the relevant policies to ensure the knowledge of their content by all responsible employees who are part of the financial information preparation and review.

F.2 Assessment of financial information risks

Report on at least the following:

F.2.1. The main characteristics of the risk identification process, including error and fraud risk, as regards:

Whether the process exists and is documented.

The Applus+ Group has an Internal Control over the Financial Reporting (ICFR) Policy in place that establishes the basic principles and general action framework to manage the internal control over the financial information reported, which contains:

  • The criteria established to define which companies within the Group are relevant for the purposes of the Group's SCIIF Model
  • Methodology to identify new risks and to periodically evaluate existing ones, establishing common and homogenous parameters for the entire Group.
  • Maintenance of an internal control system to monitor, assess and improve the control measures applied to existing risks.

In 2019 the ICFR model was expanded to companies which, both comply with the materiality level and also to those companies which do not, to include the implementation of the criminal risk management and crime prevention for those areas with crimes applicable globally and not only in Spain.

Whether the process covers all of the objectives of financial information, (existence and occurrence; completeness; valuation; delivery; breakdown and comparability; and rights and obligations), whether it is updated and with what frequency.

The methodology used to manage risks is COSO (Committee of Sponsoring Organizations for the Treadway Commission). The criteria used to identify the most relevant processes include quantitative criteria (materiality) and qualitative criteria (business risk, visibility to third parties and reputational risks). Any risks identified are prioritised by professional opinion based on a series of variables (process level of automation, whether the process is known and/or it is necessary to use judgments and estimates). In addition, risks of fraud are implicitly identified insofar as they may generate material errors in financial information.

As a result of applying its Internal Control over the Financial Reporting (ICFR) Policy, the Group has developed risk matrixes and controls for its relevant business processes, specifically for each subsidiary of significant relevance in the consolidated Group. Each risk identified in the process to draw up consolidated financial statements is associated to the processes and different financial lines deemed significant (either by contribution to the consolidated financial statements or due to other more qualitative factors) and to the Group's companies under the ICFR scope.

Each risk identified in those frameworks has assigned all objectives and assertions of the financial information: existence and occurrence; completeness; assessment; presentation, breakdown and comparability, and rights and obligations). Once the applicable ICFR scope in the Applus+ Group is defined, based on identified risk frameworks, control activities have been designed to cover such risks.

Any risks identified as relevant are reviewed at least once a year, during the certification and evaluation process conducted by the managers on the effectiveness of the company's internal control. The object of this review is to update any risks to changing circumstances where the Group operates, particularly if there are changes in the organisation, IT systems, regulations, products or the market scenario.

The model scope is defined in the Internal Control over the Financial Reporting (ICFR) policy, based on the materiality level of revenues and fixed assets applied in each legal entity. Currently the model is developed for subsidiary companies which in aggregate represent more than 80% of the Group Sales.

The existence of a process for identifying the scope of consolidation, taking into account, among other factors, the possible existence of complex company structures, shell companies, or special purpose entities.

As regards the process of identifying the scope of consolidation, the Group considers that the financial closing and consolidation process is one of the relevant processes that may affect financial reporting. This is why Applus+ has considered all the risks inherent to said processes, ensuring adequate configuration and execution, as well as an accurate identification of the scope of consolidation. As part of this process, the Consolidation Department, which reports to the Corporate Financial Management, periodically reviews any changes in the Group's structure along with the Legal Department.

  • Whether the process takes into account, the effects of other types of risk (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.
  • The process to identify a risk of errors in financial reporting takes into account the effects of other types of risk, which are evaluated and managed by various corporate units.

.

The governing body within the company that supervises the process.

The process to identify any risk of error in financial reporting is completed and documented by the Risk & Internal Control Management. Internal Audit Management reviews the process, as part of the supervisory role ultimately carried out by the Audit Committee.

F.3 Control activities

Report on whether the company has at least the following, describing their main characteristics:

F.3.1. Review and authorization procedures for financial information published by the stock markets and a description of the ICFR, indicating those responsible, as well as documentation describing the flow of activity and controls (including those relating to the risk of fraud) of the various types of transactions which may materially affect the financial statements, including financial closing procedures and the specific review of judgements, estimates, valuations and relevant forecasts.

The Corporate Consolidation Management, which reports to the Corporate Financial Management, is in charge of executing procedures to review and authorise financial information and the ICFR description for disclosure to the stock exchange. Furthermore, the task of reporting financial data on a monthly, quarterly, six-monthly and annual basis begins with a view and certification by the financial manager of each subsidiary. Tax information is drawn up by the Tax Management, which reports to the Corporate Financial Management.

Any ICFR documentation, evidence of its execution and supervision, as well as significant events and action plans, are managed through the Group's internal control and risk management system.

In this sense, during the financial year 2021 the Group has implemented a new software (SAP GRC) that replaces the previous one (Applus+ GRC). This tool provides the following advantages in ICFR terms:

  • Centralisation of all documentation and ICFR model management of the Group, in a homogenous manner.
  • Integration of internal control over financial information in all business and corporate processes, allowing each organisational unit responsible to periodically evaluate its controls, providing the necessary evidence and executing the ICFR internal certification process each year.
  • Use of automatic workflows to manage control activities and to launch action plans.
  • Provision of a back-up tool for the ICFR supervision and testing process by the Internal Audit Department and external auditors.
  • Procurement and support for the information required for ICFR reporting.
  • Integrated internal control over the preparation and presentations of tax returns in those countries where it operates, using automatic workflows to manage tax control activities.
  • Integrate the design of internal control and implementation of all controls related to compliance and more specifically corruption.

As regards activities and controls directly related to transactions that may have a material effect on financial statements, Applus+ has implemented a control description to mitigate the risk of any material error in information reported to the markets. Furthermore, in each subsidiary, the following information is available for each control activity belonging to significant processes:

  • Description of the process and sub process.
  • Description of financial reporting risks associated to various processes, sub processes and control objectives.
  • Definition of control activities designed to mitigate any identified risks.
  • Description of the managers of all processes, risks and control activities.
  • Classification of control activities implemented or pending implementation (action plans).
  • Level of automation of control activities (manual or automatic).
  • Classification of each control activity by nature (preventive or detective).
  • Definition of control execution frequency.
  • Definition of evaluation frequency by the Risk & Internal Control Department.
  • Definition of any evidence required.

In the year 2022, the implementation of SAP GRC has allowedApplus+ the automation of the control testing directly against the ERP system transactional records, which provides a significantly higher level of comfort and control. Currently, 28 controls have already been automated.

Each financial closing process carried out in the subsidiaries is treated as a single process; the same applies to all financial closing activities carried out at corporate level with the consolidation process and the preparation of annual accounts.

As regards any relevant judgements and estimates, Applus+ indicates in its individual and consolidated annual accounts which areas of uncertainty are estimated that could have a relevant impact on the financial information. These mainly refer to:

  • The recoverability of deferred tax assets entered into the accounts.
  • An estimate, at each date, of the effects of any tax certificates challenged and the outcome of any tax inspections underway, for the financial years audited.

A specific review of any relevant judgements, estimates, valuations, provisions and forecasts, as well as key calculation hypotheses, with a material impact on consolidated financial statements, is carried out through a continuous supervision by the Group's Corporate Financial Management.

F.3.2. Internal IT control policies and procedures (access security, change controls, their operation, operational continuity, and segregation of duties, among others) which support relevant processes within the company and relate to the creation and publication of financial information.

Some of the controls implemented to mitigate or manage risks of error in financial reporting are related to the most relevant computer applications, such as controls on authorised user access or the integrity of information transferred amongst applications and an adequate management of the Company's digital certificate for the filing of tax statements.

The Applus+ Group uses SAP-BPC as a common data system to adequately register and control its operations; consequently, its adequate operation is essential and of particular interest to the Group. The reporting tool is the same for all legal entities of the Group without exceptions.

There are two control levels in the process to identify the risk of material errors in financial reporting:

  • In each subsidiary, there are controls to ensure that all information reported through SAP-BPC is consistent with local reporting systems, if different.
  • At corporate level there are automatic and manual controls, conducted on the main application, in order to generate SAP-BPC financial information and guarantee that the consolidation process is adequately completed.

For those systems and applications identified (used at corporate level to draw up consolidated financial information), the Corporate Systems Management has established a series of policies aimed at ensuring their adequate operation. In particular, there are documented policies on the following:

  • Classification of information.
  • System access management.
  • Data leak prevention.
  • Identification and maintenance of critical applications.
  • Back-up copies.
  • Restrictions on the use of Internet and e-mail.
  • Data encryption.
  • Third party agreements.
  • Protection of equipment.
  • Legal compliance.
  • Communication of incidents.
  • Licences and infrastructure use.

In terms of operative continuity, the Group has improved its already high level of availability in its central data systems, hosted in a main datacentre in Madrid, with a Disaster Recovery or DR solution. This DR is hosted in the Microsoft cloud (Azure Cloud) and is connected to the central database through a dedicated high speed cable. In the unlikely event of force majeure (fire, flood, earthquake, etc.) leaving the main datacentre inoperative, in a matter of hours the DR could restore the most critical business applications.

Additionally, a series of supplementary key controls are carried out by consolidation team members to strengthen the reliability of data systems used in financial reporting.

The Group has an improvement and monitoring plan in its data systems as regards the segregation of duties; it also incorporates into the Audit Plan the supervision of said internal control systems related to the segregation of functions in financial information systems.

F.3.3. Internal control policies and procedures intended to guide the management of subcontracted activities and those of third parties, as well as those aspects of assessment, calculation or evaluation entrusted to independent experts, which may materially affect financial statements.

Each year, the Applus+ Group checks which activities executed by third parties are relevant for the financial reporting process.

Unlike in previous years, the group has opted to internalise certain activities associated with financial, personnel and back office administration which, until recently, were outsourced, with the result that some of the control activities that had been designed to assess the quality and integrity of the outsourced service with an impact on financial reporting are either no longer necessary or have been redesigned as they have been internalized.

Furthermore, in the rest of the Group, outsourced activities are very circumstantial or highly centralised in very specific processes or sub processes, such as the issue of payrolls. These facts are considered a risk in the ICFR model of these companies and Applus Group makes ensures that there is an efficient and effective associated control.

Additionally, when the Applus+ Group considers it necessary to get independent experts involved, upon recruiting these services, it demands in their selection criteria the absence of any doubt on their competence, qualifications, reputation and impartiality.

F.4 Information and communication

State whether the company has at least the following, describing their main characteristics:

F.4.1. A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining a free flow of information to those responsible for operations in the organization, as well as an up-to-date accounting policy manual distributed to the business units through which the company operates.

The Corporate Financial Management, through the Risk & Internal Control area, is in charge of defining, updating and disseminating the accounting policies of the Applus+ Group for reporting consolidated financial data under IFRS-EU regulations (consequently including the information to be reported by each subsidiary). The Applus+ Group has an accounting policy manual (IFRS Internal Manual) for the issue of financial statements under IFRS-EU, which is drawn up by the Corporate Financial Management, is periodically updated (at least once a year) and is published on the Intranet of the Corporate Financial Management, which all staff may access, involved in the drafting and review of financial information.

The functions of the Corporate Financial Management, through the Consolidation Department, include replying to any accounting consultations that may be raised by the various business units or other corporate managements of the Applus+ Group. Furthermore, at meetings held by corporate, division and subsidiary financial managers, training is arranged on the interpretation and application of any new issues.

Additionally, the Group's external auditor, both in relation to consolidated statements and the most representative subsidiaries in consolidated terms, demands that the financial data reported by these subsidiaries follow the principles enshrined in the Group's Accounting Manual, i.e. IFRS-EU, both in the annual audit and the limited six-monthly audit.

F.4.2. Measures for capturing and preparing financial information with consistent formats for application and use by all of the units of the entity or the group, and which contain the main financial statements and notes, as well as detailed information regarding ICFR.

The Applus+ Group has various integrated platforms, both for the accounting registrations of transactions and for financial reporting. The issue of regulated financial data, as well as individual financial statements, is centralised in the Finance Management, in order to guarantee homogeneity. In addition, the integrity and reliability of these data systems is validated through the general controls indicated in section F.3.2.

Each month, reporting is received from each company through the SAP-BPC reporting and consolidation tool, gathering all the necessary information to prepare the Group's consolidated financial data (abridged intermediate financial statements and consolidated annual accounts). This reporting guarantees data homogeneity with the following characteristics:

  • Homogenous and consistent for all countries and business activities.
  • Based on the Applus+ Group's instructions and accounting manual, of which there is just one for all of the Group's companies.
  • Incorporation of all applicable legal, tax, commercial and regulatory requirements.
  • SAP-BPC incorporates automatic validation controls between the reported financial statements and any additional details requested.

F.5 Supervision of system performance

Describe at least the following:

F.5.1. The activities of the audit committee in overseeing ICFR as well as whether there is an internal audit function that has among its mandates support of the committee and the task of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible prepares the assessment reports on its results, whether the company has an action plan describing possible corrective measures, and whether its impact on financial reporting is considered.

The Group's Audit Committee has carried out the following activities during 2022 financial year in relation to ICFR:

  • Supervision of the level of implementation of the ICFR model of the Applus+ Group and of any risk matrixes and ICFR controls.
  • Supervision of the outcome of any ICFR reviews completed by the Internal Audit Department and external auditor.
  • Review of any ICFR information included in the Annual Corporate Governance Report.

The Audit Committee uses the Internal Audit function to supervise adequate operation of the internal control system, including the ICFR, and ensures its impartiality. This function completes independent and periodic reviews on the design and operation of the internal control system, locating any weaknesses and making recommendations for improvement through the issue of various reports, forwarded to the Corporate Financial Management and Audit Committee, as part of the meetings that are periodically held. These reports are submitted to the Audit Committee, along with any action plans adopted by the managers and Corporate Financial Management for mitigation.

Any potential internal control weaknesses identified in reviews conducted by the Internal Audit function are catalogued by criticality as high, medium or low, based on the impact they may have if they materialise. These weaknesses are managed through the SAP GRC application, a manager is assigned and a timeframe to carry out an action plan, and their resolution is checked by the Internal Audit function.

As a result of the ICFR evaluation activities carried out by the Internal Audit function in 2022, submitted to the Audit Committee, no material weaknesses have been identified that could have a relevant impact on the financial information of the Applus+ Group in the 2022 financial year; the necessary corrective actions have been established to handle any future weaknesses.

Furthermore, the external auditor, as indicated in section F.7.1, issues an annual report on the procedures agreed regarding the ICFR description made by Applus+, which has not pointed out any issues worthy of mention.

F.5.2. If there is a procedure by which the account auditor (in accordance with the contents of the Normas Técnicas de Auditoría (NTA) - "Auditing Standards"), internal auditor and other experts may communicate with senior management and the audit committee or senior managers of the company regarding significant weakness in internal control identified during the review of the annual accounts or any others they have been assigned. Additionally, state whether an action plan is available for correcting or mitigating any weaknesses found.

The procedure to discuss any improvements and relevant internal control weaknesses identified is generally based on periodic meetings held by the Audit Committee with the following parties:

  • Group's Chief Financial Officer, as the senior manager in charge of financial reporting, explains how the main financial metrics have performed in the period under discussion, including any transactions and the most relevant impacts arising during the period, and communication of the main estimates made.
  • The Group's Internal Audit Manager, as the person in charge of supervising the internal control model, ICFR included, reports on the state of any possible weaknesses identified and on the outcome of his reviews.
  • The external auditor shares the auditing or limited review schedule to be carried out during the ongoing year, in relation to the annual accounts, and reports any internal control weaknesses or any other issue that it considers should be notified to the Audit Committee.

The Applus+ Group, both from the Corporate Finance Department and Audit Committee, represented by the Internal Audit function, encourages total collaboration and coordination with the Group's external auditors. As a result, it has direct contact with the Management, holding periodic meetings both to obtain the necessary information for its work and to report any control weaknesses identified further to its audit.

The action plans related to weaknesses detected in 2022 have been instrumented as recommendations, following the prioritisation circuit, allocation of a manager and supervision described in section F.5.1.

F.6 Other relevant information

There is no other relevant information worth noting with respect to the Internal Control System for Financial Reporting.

With the aim of reinforcing the Group's Internal Control and in line with the efforts related to the Crime Prevention model implementation, in 2019 a new project to identify fraud using advanced data analysis techniques combined with artificial intelligence was started, which is already implemented in Spain and South America and will be deployed to other relevant geographies in the coming years. This project allows detection of anomalous transactions that may be potentially fraudulent, identify and reveal, as result of the investigations, any improvement opportunities in the processes and controls to prevent them in the future.

This is a continuous improvement opportunity for ICFR, as lessons learned from anomalies detected will be included in the control model.

The Applus Group prepares the consolidated financial statements of Applus Services S.A. using the European Single Electronic Format (ESEF), which was approved by the European Commission on December 18, 2018 and applies to all issuers of securities listed on EU regulated markets. The Group already used it in 2020, despite the fact it was voluntary. In 2022, the Group has also labeled all the text notes, as required by the regulations, or the years beginning on January 1, 2022 (in a second phase).

F.7 External auditor's report

Report from:

F.7.1. If the ICFR information submitted to the markets has been subject to review by the external auditor, in which case the entity shall include its report as an attachment. If not, reasons why should be given.

The Applus+ Group has submitted its ICFR information, disclosed to the markets in 2021, to an external audit. Consequently, the scope of the auditing procedures has been completed according to Circular E14/2013, of 19 July, of the Spanish Institute of Chartered Accountants (Instituto de Censores Jurados de Cuentas de España), which publishes the Action Guide and standard auditor's report regarding information related to the internal control system over financial reporting (ICFR) of listed companies in Spain.

G DEGREE OF COMPLIANCE WITH THE COPRORATE GOVERNANCE RECOMMENDATIONS

Specify the company's degree of compliance with recommendations of the Good Governance Code for listed companies.

In the event that a recommendation is not followed or only partially followed, a detailed explanation of the reasons must be included so that shareholders, investors and the market in general have enough information to assess the company´s conduct. General explanations are not acceptable.

1. That the Articles of Association of listed companies do not limit the maximum number of votes that may be cast by one shareholder or contain other restrictions that hinder the takeover of control of the company through the acquisition of shares on the market.

Complies X Explain

2. That when the listed company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed or not, and has, directly or through its subsidiaries, business relations with said entity or any of its subsidiaries (other than the listed company) or carries out activities related to those of any of them it should make accurate public disclosures on:

a) The respective areas of activity and possible business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries.

b) The mechanisms in place to resolve any conflicts of interest that may arise.

Complies Complies Partially Explain Not Applicable X

  • 3. That, during the course of the ordinary General Shareholders' Meeting, complementary to the distribution of a written Annual Corporate Governance Report, the chairman of the Board of Directors makes a detailed oral report to the shareholders regarding the most material aspects of corporate governance of the company, and in particular:
    • a) Changes that have occurred since the last General Shareholders' Meeting.
    • b) Specific reasons why the company did not follow one or more of the recommendations of the Code of Corporate Governance and, if so, the alternative rules that were followed instead.
Complies X Complies Partially Explain
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4. That the company should define and promote a policy on communication and contact with shareholders and institutional investors, within the framework of their involvement in the company, and with proxy advisors, that complies in all aspects with rules against market abuse and gives equal treatment to similarly situated shareholders.

And that the company should publish this policy on its website, including information on how it has been put into practice and identifying the contact persons or those responsible for implementing it.

And that, without prejudice to the legal obligations regarding dissemination of inside information and other types of regulated information, the company should also have a general policy regarding the communication of economic-financial, non-financial and corporate information through such channels as it may consider appropriate (communication media, social networks or other channels) that helps to maximise the dissemination and quality of information available to the market, investors and other stakeholders.

Complies X Complies Partially Explain

5. That the Board of Directors should not propose to the General Shareholders' Meeting any proposal for delegation of powers allowing the issuance of shares or convertible securities without pre-emptive rights in an amount exceeding 20% of equity at the time of delegation.

And that whenever the Board of Directors approves any issuance of shares or convertible securities without pre-emptive rights the company immediately publishes reports on its web page regarding said exclusions as referenced in applicable company law.

Complies X Complies Partially Explain

  • 6. That listed companies which draft reports listed below, whether under a legal obligation or voluntarily, publish them on their web page with sufficient time before the General Shareholders' Meeting, even when their publication is not mandatory:

    • a) Report regarding the auditor's independence.
  • b) Reports regarding the workings of the audit committee and the appointments and remuneration committee.

  • c) Report by the audit committee regarding related-party transactions
  • d) Report on the corporate social responsibility policy.

Complies X Complies Partially Explain

7. That the company reports in real time, through its web page, the proceedings of the General Shareholders' Meetings.

And that the company should have mechanisms in place allowing the delegation and casting of votes by means of data transmission and even, in the case of large-caps and to the extent that it is proportionate, attendance and active participation in the General Meeting to be conducted by such remote means.

Complies X Complies Partially Explain

8. That the audit committee should ensure that the financial statements submitted to the General Shareholders' Meeting are prepared in accordance with accounting regulations. And that in cases in which the auditor has included a qualification or reservation in its audit report, the chairman of the audit committee should clearly explain to the general meeting the opinion of the audit committee on its content and scope, making a summary of this opinion available to shareholders at the time when the meeting is called, alongside the other Board proposals and reports.

Complies x Complies Partially Explain

9. That the company permanently maintains on its web page the requirements and procedures for certification of share ownership, the right of attendance at the General Shareholders' Meetings, and the exercise of the right to vote or to issue a proxy.

And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory fashion.

Complies X Complies Partially Explain

  • 10. That when a verified shareholder has exercised his right to make additions to the agenda or to make new proposals to it with sufficient time in advance of the General Shareholders' Meeting, the company:
    • a) Immediately distributes the additions and new proposals.
    • b) Publishes the attendance card credential or proxy form or form for distance voting with the changes such that the new agenda items and alternative proposals may be voted upon under the same terms and conditions as those proposals made by the Board of Directors.
    • c) Submits all of these items on the agenda or alternative proposals to a vote and applies the same voting rules to them as are applied to those drafted by the Board of Directors including, particularly, assumptions or default positions regarding votes for or against.

d) That after the General Shareholders' Meeting, a breakdown of the results of said additions or alternative proposals is communicated.

Complies Complies Partially Explain Not Applicable X

11. That, in the event the company intends to pay for attendance at the General Shareholders' Meeting, it establish in advance a general policy of long-term effect regarding such payments.

Complies Complies Partially Explain Not Applicable X

12. That the Board of Directors completes its duties with a unity of purpose and independence, treating all similarly situated shareholders equally and that it is guided by the best interests of the company, which is understood to mean the pursuit of a profitable and sustainable business in the long term, and the promotion of continuity and maximization of the economic value of the business.

And that in pursuit of the company's interest, in addition to complying with applicable law and rules and in engaging in conduct based on good faith, ethics and a respect for commonly accepted best practices, it seeks to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders, as well as the impact of its corporate activities on the communities in which it operates and in the environment.

Complies X Complies Partially Explain

13. That the Board of Directors is of an adequate size to perform its duties effectively and collegially, and that its optimum size is between five and fifteen members.

Complies X Explain

14. That the Board of Directors should approve a policy aimed at favouring an appropriate composition of the Board and that:

a) Is concrete and verifiable;

  • b) Ensures that proposals for appointment or re-election are based upon a prior analysis of the skills required by the Board of Directors; and
  • c) Favours diversity of knowledge, experience, age and gender. For these purposes, it is considered that the measures that encourage the company to have a significant number of female senior executives favour gender diversity.

That the result of the prior analysis of the skills required by the Board of Directors be contained in the supporting report from the nomination committee published upon calling the General Shareholders' Meeting to which the ratification, appointment or re-election of each director is submitted.

The nomination committee will annually verify compliance with this policy and explain its findings in the annual corporate governance report.

Complies X Complies Partially Explain

15. That proprietary and independent directors constitute a substantial majority of the Board of Directors and that the number of executive directors is kept at a minimum, taking into account the complexity of the corporate group and the percentage of equity participation of executive directors.

And that the number of female directors should represent at least 40% of the members of the Board of Directors before the end of 2022 and thereafter, and no less 30% prior to that date.

Complies X Complies Partially Explain

16. That the percentage of proprietary directors divided by the number of non-executive directors is no greater than the proportion of the equity interest in the company represented by said proprietary directors and the remaining share capital.

This criterion may be relaxed:

  • a) In large-cap companies where very few shareholdings are legally considered significant.
  • b) In the case of companies where a plurality of shareholders is represented on the Board of Directors without ties among them.

Complies X Explain

17. That the number of independent directors represents at least half of the total number of directors.

Nonetheless, when the company does not have a high level of market capitalization or in the event that it is a high cap company with one shareholder or a group acting in a coordinated fashion who together control more than 30% of the company's equity, the number of independent directors represents at least one third of the total number of directors.

Complies X Explain

  • 18. That companies publish and update the following information regarding directors on the company website:
    • a) Professional profile and biography.
    • b) Any other Boards to which the director belongs, regardless of whether the companies are listed, as well as any other remunerated activities engaged in, regardless of its nature.
    • c) Category of director, indicating, in the case of individuals who represent significant shareholders, the shareholder that they represent or to which they are connected.
    • d) The date of their first appointment as a director of the company's Board of Directors, and any subsequent re-election.
    • e) Company shares and options they own.

Complies X Complies Partially Explain

19. That the Annual Corporate Governance Report, after verification by the appointments committee, explains the reasons for the appointment of proprietary directors at the proposal of the shareholders whose equity interest is less than 3%. It should also explain, where applicable, why formal requests from shareholders for membership on the Board meeting were not honored, when their equity interest is equal to or exceeds that of other shareholders whose proposal for proprietary directors was honored.

Complies Complies Partially Explain Not Applicable X
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20. That proprietary directors representing significant shareholders must resign from the Board if the shareholder they represent disposes of its entire equity interest. They should also resign, in a proportional fashion, in the event that said shareholder reduces its percentage interest to a level that requires a decrease in the number of proprietary directors representing this shareholder.

Complies Complies Partially Explain Not applicable X

21. That the Board of Directors may not propose the dismissal of any independent director before the completion of the director's term provided for in the Articles of Association unless the Board of Directors finds just cause and a prior report has been prepared by the appointments committee. Specifically, just cause is considered to exist if the director takes on new duties or commits to new obligations that would interfere with his or her ability to dedicate the time necessary for attention to the duties attendant to his post as a director, fails to complete the tasks inherent to his or her post, or enters into any of the circumstances which would cause the loss of independent status in accordance with applicable law.

The dismissal of independent directors may also be proposed as a result of a public share offer, joint venture or similar transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of the proportionate representation criteria provided for in Recommendation 16.

Complies X Explain

22. That companies establish rules requiring that directors inform the Board of Directors and, where appropriate, resign from their posts, when circumstances arise which may damage the company's standing and reputation. Specifically, directors must be required to report any criminal acts with which they are charged, as well as the consequent legal proceedings.

And that, if the Board is informed or becomes aware in any other manner of any of the circumstances mentioned above, it must investigate the case as quickly as possible and, depending on the specific circumstances, decide, based on a report from the nomination and remuneration committee, whether or not any measure must be adopted, such as the opening of an internal investigation, asking the director to resign or proposing that he or she be dismissed. And that these events must be reported in the annual corporate governance report, unless there are any special reasons not to do so, which must also be noted in the minutes. This without prejudice to the information that the company must disseminate, if appropriate, at the time when the corresponding measures are implemented.

Complies X Complies Partially Explain

23. That all directors clearly express their opposition when they consider any proposal submitted to the Board of Directors to be against the company's interests. This particularly applies to independent directors and directors who are unaffected by a potential conflict of interest if the decision could be detrimental to any shareholders not represented on the Board of Directors.

Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.

This recommendation also applies in the case of the secretary of the Board of Directors, despite not being a director.

Complies X Complies Partially Explanation Not Applicable

24. That whenever, due to resignation or resolution of the General Shareholders' Meeting, a director leaves before the completion of his or her term of office, the director should explain the reasons for this decision, or in the case of non-executive directors, their opinion of the reasons for cessation, in a letter addressed to all members of the Board of Directors.

And that, without prejudice to all this being reported in the annual corporate governance report, insofar as it is relevant to investors, the company must publish the cessation as quickly as possible, adequately referring to the reasons or circumstances adduced by the director.

Complies X Complies Partially Explain Not Applicable

25. That the appointments committee ensures that non-executive directors have sufficient time in order to properly perform their duties.

And that the Board rules establish the maximum number of company Boards on which directors may sit.

Complies Complies Partially X Explain

While the company does not establish specific rules on the number of Board of Directors of which its directors can be part, the Appointments and Compensations Committee ensures that the non-executive directors have the appropriate time for the fulfilment of their functions. The result of the evaluation described above in section C.1.17 of this report confirmed the appreciation of the members of the Board on such dedication, and specifically on Chairman's availability, time and attention.

26. That the Board of Directors meet frequently enough so that it may effectively perform its duties, at least eight times per year, following a schedule of dates and agenda established at the beginning of the year and allowing each director individually to propose items do not originally appear on the agenda.

Complies X Complies Partially Explain

27. That director absences only occur when absolutely necessary and are quantified in the Annual Corporate Governance Report. And when absences occur, that the director appoints a proxy with instructions.

Complies X Complies Partially Explain

28. That when directors or the secretary express concern regarding a proposal or, in the case of directors, regarding the direction in which the company is headed and said concerns are not resolved by the Board of Directors, such concerns should be included in the minutes, upon a request from the protesting party..

Complies X Complies Partially Explain Not Applicable

29. That the company establishes adequate means for directors to obtain appropriate advice in order to properly fulfil their duties including, should circumstances warrant, external advice at the company's expense.

Complies X Complies Partially Explain

30. That, without regard to the knowledge necessary for directors to complete their duties, companies make refresher courses available to them when circumstances require.

Complies X Explain Not Applicable

31. That the agenda for meetings clearly states those matters about which the Board of Directors are to make a decision or adopt a resolution so that the directors may study or gather all relevant information ahead of time.

When, under exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall by duly recorded in the minutes.

Complies X Complies Partially Explain

32. That directors shall be periodically informed of changes in equity ownership and of the opinions of significant shareholders, investors and rating agencies of the company and its group.

Complies X Complies Partially Explain

33. That the chairman, as the person responsible for the efficient workings of the Board of Directors, in addition to carrying out his duties required by law and the Articles of Association, should prepare and submit to the Board of Directors a schedule of dates and matters to be considered; organize and coordinate the periodic evaluation of the Board as well as, if applicable, the chief executive of the company, should be responsible for leading the Board and the effectiveness of its work; ensuring that sufficient time is devoted to considering strategic issues, and approve and supervise refresher courses for each director when circumstances so dictate.

Complies X Complies Partially Explain

34. That when there is a coordinating director, the Articles of Association or the Board rules should confer upon him the following competencies in addition to those conferred by law: chairman of the Board of Directors in the absence of the chairman and deputy chairmen, should there be any; reflect the concerns of non-executive directors; liaise with investors and shareholders in order to understand their points of view and respond to their concerns, in particular as those concerns relate to corporate governance of the company; and coordinate a succession plan for the chairman.

Complies Complies Partially Explain Not Applicable X

35. That the secretary of the Board of Directors should pay special attention to ensure that the activities and decisions of the Board of Directors take into account the recommendations regarding good governance contained in this Code of Good Governance and which are applicable to the company.

Complies X Explain

  • 36. That the Board of Directors meet in plenary session once a year and adopt, where appropriate, an action plan to correct any deficiencies detected in the following:
    • a) The quality and efficiency of the Board of Directors' work.
    • b) The workings and composition of its committees.
    • c) Diversity of membership and competence of the Board of Directors.
    • d) Performance of the chairman of the Board of Directors and the chief executive officer of the company.
    • e) Performance and input of each director, paying special attention to those in charge of the various Board committees.

In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the appointments committee.

Every three years, the Board of Directors will rely upon the assistance of an external advisor for its evaluation, whose independence shall be verified by the appointments committee.

Business relationships between the external adviser or any member of the adviser's group and the company or any company within its group shall be specified in the Annual Corporate Governance Report.

The process and the areas evaluated shall be described in the Annual Corporate Governance Report.

Complies X Complies Partially Explain
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The company complies with the totality of this recommendation, with the exeption of the assistance by external advisor, which the board has for the time being not introduced, in view of the improvements developed in the evaluation procedure and the results of the same.

37. That if there is an executive committee, the proportion of each different director category must be similar to that of the Board itself, and its secretary must be the secretary of the Board.

Complies Complies Partially Explain Not Applicable X

38. That the Board of Directors must always be aware of the matters discussed and decisions taken by the executive committee and that all members of the Board of Directors receive a copy of the minutes of meetings of the executive committee.

Complies Complies Partially Explain Not Applicable X

39. That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and experience in accountancy, audit and risk management issues, both financial and non-financial.

Complies X Complies Partially Explain

40. That under the supervision of the audit committee, there must be a unit in charge of the internal audit function, which ensures that information and internal control systems operate correctly, and which reports to the non-executive chairman of the Board or of the audit committee.

Complies X Complies Partially Explain

41. That the person in charge of the unit performing the internal audit function should present an annual work plan to the audit committee, for approval by that committee or by the Board, reporting directly on its execution, including any incidents or limitations of scope, the results and monitoring of its recommendations, and present an activity report at the end of each year.

Complies X Complies Partially Explain Not Applicable

  • 42. That in addition to the provisions of applicable law, the audit committee should be responsible for the following:
    • 1. With regard to information systems and internal control:
      • a) Supervising and evaluating the process of preparation and the completeness of the financial and non-financial information, as well as the control and management systems for financial and non-financial risk relating to the company and, if applicable, the group - including operational , technological, legal, social, environmental, political and reputational risk, or risk related to corruption reviewing compliance with regulatory requirements, the appropriate delimitation of the scope of consolidation and the correct application of accounting criteria.
      • b) Ensure the independence and effectiveness of the group charged with the internal audit function; propose the selection, appointment, re-election and dismissal of the head of internal audit; draft a budget for this department; approve its goals and work plans, making sure that its activity is focused primarily on material risks to the company (including reputational); receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
      • c) Establishing and supervising a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report any potentially serious irregularities, especially those of a financial or accounting nature, that they observe in the company or its group. This mechanism must guarantee confidentiality and in any case provide for cases in which the communications can be made anonymously, respecting the rights of the whistleblower and the person reported.
      • d) Generally ensuring that internal control policies and systems are effectively applied in practice.
    • 2. With regard to the external auditor:
      • a) In the event that the external auditor resigns, examine the circumstances which caused said resignation.
      • b) Ensure that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
      • c) Making sure that the company informs the CNMV of the change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
      • d) Ensure that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks accomplished and regarding the development of its accounting and risks faced by the company.

e) Ensure that the company and the external auditor comply with applicable rules regarding the rendering of services other than auditing, proportional limits on the auditor's billing, and all other rules regarding the auditor's independence.

Complies X Complies Partially Explain

43. That the audit committee may require the presence of any employee or manager of the company, even without the presence of any other member of management.

Complies X Complies Partially Explain

44. That the audit committee be kept abreast of any corporate and structural changes planned by the company in order to perform an analysis and draft a report beforehand to the Board of Directors regarding economic conditions and accounting implications and, in particular, any exchange ratio involved.

Complies X Complies Partially Explain Not Applicable

45. That the risk management and control policy identify, as a minimum:

  • a) The various types of financial and non-financial risks (among those operational, technological, legal, social, environmental, political and reputational) which the company faces, including financial or economic risks, contingent liabilities and other off balance sheet risks.
  • b) A risk control and management model based on different levels, which will include a specialised risk committee when sector regulations so require or the company considers it to be appropriate.
  • c) Fixing of the level of risk the company considers acceptable.
  • d) Means identified in order to minimize identified risks in the event they transpire.
  • e) Internal control and information systems to be used in order to control and manage identified risks, including contingent liabilities and other off balance sheet risks.

Complies X Complies Partially Explain

  • 46. That under the direct supervision of the audit committee or, if applicable, of a specialized committee of the Board of Directors, an internal control and management function should exist delegated to an internal unit or department of the company which is expressly charged with the following responsibilities:
    • a) Ensure the proper functioning of risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks that may affect the company.
    • b) Actively participate in the creation of the risk strategy and in important decisions regarding risk management.
    • c) Ensure that the risk management and control systems adequately mitigate risks as defined by policy issued by the Board of Directors.

Complies X Complies Partially Explain

47. That members of the appointment and remuneration committee -- or of the appointments committee and the remuneration committee if they are separate – are chosen taking into account the knowledge, ability and experience necessary to perform the duties they are called upon to carry out and that the majority of said members are independent directors.

Complies X Complies Partially Explain

48. That high market capitalization companies have formed separate appointments and remuneration committees.

Complies Explain Not Applicable X

49. That the appointments committee consult with the chairman of the Board of Directors and the chief executive of the company, especially in relation to matters concerning executive directors.

And that any director may ask the appointments committee to consider potential candidates he or she considers appropriate to fill a vacancy on the Board of Directors.

Complies X Complies Partially Explain

  • 50. That the remuneration committee exercises its functions independently and that, in addition to the functions assigned to it by law, it should be responsible for the following:
    • a) Propose basic conditions of employment for senior management.
    • b) Verify compliance with company remuneration policy.
    • c) Periodically review the remuneration policy applied to directors and senior managers, including remuneration involving the delivery of shares, and guarantee that individual remuneration be proportional to that received by other directors and senior managers.
    • d) Oversee that potential conflicts of interest do not undermine the independence of external advice rendered to the Board.
    • e) Verify information regarding remuneration paid to directors and senior managers contained in the various corporate documents, including the Annual Report on Director Remuneration.

Complies X Complies Partially Explain

51. That the remuneration committee consults with the chairman and the chief executive of the company, especially in matters relating to executive directors and senior management.

Complies X Complies Partially Explain

  • 52. That the rules regarding composition and workings of supervision and control committees appear in the rules governing the Board of Directors and that they are consistent with those that apply to mandatory committees in accordance with the recommendations above, including:

    • a) That they are comprised exclusively of non-executive directors, with a majority of them independent.
    • b) That their chairmen be independent directors.
  • c) That the Board of Directors select members of these committees taking into account their knowledge, skills and experience and the duties of each committee; discuss their proposals and reports; and detail their activities and accomplishments during the first plenary session of the Board of Directors held after the committee's last meeting.

  • d) That the committees be allowed to avail themselves of outside advice when they consider it necessary to perform their duties.
  • e) That their meetings be recorded and the minutes be made available to all directors.

Complies X Complies Partially Explain

53. That verification of compliance with the company's policies and rules on environmental, social and corporate governance matters, and with the internal codes of conduct be assigned to one or divided among more than one committee of the Board of Directors, which may be the audit committee, the nomination committee, a specialised committee on sustainability or corporate social responsibility or such other specialised committee as the Board of Directors, in the exercise of its powers of self-organisation, may have decided to create. And that such committee be composed exclusively of non-executive directors, with a majority of these being independent directors, and that the minimum functions indicated in the next recommendation be specifically assigned to it.

Complies x Complies Partially Explain
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  • 54. The minimum functions referred to in the foregoing recommendation are the following:
    • a) Monitoring of compliance with the company's internal codes of conduct and corporate governance rules, also ensuring that the corporate culture is aligned with its purpose and values.
    • b) Monitoring the application of the general policy on communication of economic and financial information, non-financial and corporate information and communication with shareholders and investors, proxy advisors and other stakeholders. The manner in which the entity communicates and handles relations with small and medium-sized shareholders must also be monitored.
    • c) The periodic evaluation and review of the company's corporate governance system, and environmental and social policy, with a view to ensuring that they fulfil their purposes of promoting the interests of society and take account, as appropriate, of the legitimate interests of other stakeholders.
    • d) Supervision of the company's environmental and social practices to ensure that they are in alignment with the established strategy and policy.
    • e) Supervision and evaluation of the way in which relations with the various stakeholders are handled.

Complies X Complies Partially Explain

  • 55. That environmental and social sustainability policies identify and include at least the following:
    • a) The principles, commitments, objectives and strategy relating to shareholders, employees, clients, suppliers, social issues, the environment, diversity, tax responsibility, respect for human rights, and the prevention of corruption and other unlawful conduct
    • b) Means or systems for monitoring compliance with these policies, their associated risks, and management.
    • c) Mechanisms for supervising non-financial risk, including that relating to ethical aspects and aspects of business conduct.
    • d) Channels of communication, participation and dialogue with stakeholders.
    • e) Responsible communication practices that impede the manipulation of data and protect integrity and honour.

Complies X Complies Partially Explain

56. That directors remuneration be sufficient in order to attract and retain directors who meet the desired professional profile and to adequately compensate them for the dedication, qualifications and responsibility demanded of their posts, while not being so excessive as to compromise the independent judgment of non-executive directors.

Complies X Explain

57. That only executive directors receive remuneration linked to corporate results or personal performance, as well as remuneration in the form of shares, options or rights to shares or instruments whose value is indexed to share value, or long-term savings plans such as pension plans, retirement accounts or any other retirement plan.

Shares may be given to non-executive directors under the condition that they maintain ownership of the shares until they leave their posts as directors. The forgoing shall not apply to shares that the director may be obliged sell in order to meet the costs related to their acquisition.

Complies X Complies Partially Explain

58. That as regards variable remuneration, the policies incorporate limits and administrative safeguards in order to ensure that said remuneration is in line with the work performance of the beneficiaries and are not based solely upon general developments in the markets or in the sector in which the company operates, or other similar circumstances.

And, in particular, that variable remuneration components:

  • a) Are linked to pre-determined and measurable performance criteria and that such criteria take into account the risk undertaken to achieve a given result.
  • b) Promote sustainability of the company and include non-financial criteria that are geared towards creating long-term value, such as compliance with rules and internal operating procedures and risk management and control policies.
  • c) Are based upon balancing short-, medium- and long-term objectives, permitting the reward of continuous achievement over a period of time long enough to judge creation of sustainable value such that the benchmarks used for evaluation are not comprised of one-off, seldom occurring or extraordinary events.
Complies X Complies Partially Explain Not Applicable

59. That the payment of variable remuneration components be subject to sufficient verification that previously established performance or other conditions have effectively been met. Entities must include in their annual report on director remuneration the criteria for the time required and methods used for this verification depending on the nature and characteristics of each variable component.

That, additionally, companies consider the inclusion of a reduction ('malus') clause for the deferral of the payment of a portion of variable remuneration components that would imply their total or partial loss if an event were to occur prior to the payment date that would make this advisable.

Complies
X
Complies Partially Explain Not Applicable
--------------- -------------------- --------- ----------------

60. That remuneration related to company results takes into account any reservations which may appear in the external auditor's report which would diminish said results.

Complies x Complies Partially Explain Not Applicable

61. That a material portion of variable remuneration for executive directors depends upon the delivery of shares or instruments indexed to share value.

Complies X Complies Partially Explain Not Applicable

62. That once shares or options or financial instruments have been allocated under remuneration schemes, executive directors be prohibited from transferring ownership or exercising options or rights until a term of at least three years has elapsed.

An exception is made in cases where the director has, at the time of the transfer or exercise of options or rights, a net economic exposure to changes in the share price for a market value equivalent to at least twice the amount of his or her fixed annual remuneration through the ownership of shares, options or other financial instruments.

The forgoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition or, following a favourable assessment by the nomination and remuneration committee, to deal with such extraordinary situations as may arise and so require.

Complies X Complies Partially Explain Not Applicable
------------ -------------------- --------- ----------------

63. That contractual arrangements include a clause which permits the company to seek reimbursement of variable remuneration components in the event that payment does not coincide with performance criteria or when delivery was made based upon data later deemed to be inaccurate.

Complies X Complies Partially Explain Not Applicable

64. That payments for contract termination should not exceed an amount equivalent to two years of total annual remuneration and should not be paid until the company has been able to verify that the director has fulfilled all previously established criteria or conditions for payment.

For the purposes of this recommendation, payments for contractual termination will be considered to include any payments the accrual of which or the obligation to pay which arises as a consequence of or on the occasion of the termination of the contractual relationship between the director and the company, including amounts not previously vested of long-term savings schemes and amounts paid by virtue of post-contractual non-competition agreements.

Complies X Complies Partially Explain Not Applicable

H FURTHER INFORMATION OF INTEREST

1. If there is any aspect regarding corporate governance in the company or other companies in the group that have not been included in other sections of this report, but which are necessary in order to obtain a more complete and comprehensible picture of the structure and governance practices in the company or group, describe them briefly below.

2. This section may also be used to provide any other information, explanation or clarification relating to previous sections of the report, so long as it is relevant and not redundant.

With respect to the notes on Recommendations 25 (only which the Company complies partially), to point out that ESG Committee, within the framework of its duties, performs an annual analysis on the situation of the Company in the field of good corporate governance, which is afterwards ratified by the Board, which includes consideration of the measures that Company adopts to ensure the compliance with the objectives of the principles on which the recommendations are based.

Likewise, as mentioned in section C.1.3, the Company is proactive in corporate governance matters and dialogue with its stakeholders. It values and dedicates yearly efforts to the engagement campaign with proxy advisors and main shareholders, including the participation of the Chairman of the Appointments and Compensation Committee.

This dialogue proved to be fruitful considering the high quorum at the 2022AGM (68.796% of the share capital) which was held on hybrid basis. Moreover, the Company has also been interested in the reasons for the abstention or lesser support for certain items on the Agenda in recent years. The Company has listened and taken note of the motivations expressed. Acknowledging the concerns around the topic, the Company published a special report ahead of the AGM on the chairman's reelection.

On December 14th, 2022, the Board of Directors of the Company, informed that following the recommendation of the Audit Committee and as a result of a selection process carried out by such Committee, resolved to appoint PricewaterhouseCoopers Auditores, S.L. as the auditor of the annual accounts of Applus and its consolidated group for financial years 2024, 2025 and 2026. The Board of Directors will propose such appointment to the next Annual General Shareholders' Meeting.

Specifically, state whether the company is subject to any corporate governance legislation other than that prevailing in Spain and, if so, include any information required under this legislation that differs from the data requested in this report.

  • 3. The company may also state whether it voluntarily complies with other ethical or best practice codes, whether international, sector-based, or other. In such a case, name the code in question and the date the company began following it. It should be specifically mentioned that the company adheres to the Code of Good Tax Practices of 20 July, 2010
  • Applus Services, S.A has adhered to the United Nations Global Compact and has been at the Advanced Level since 2018 following the 10 principles.
  • Applus+ participates in the Carbon Disclosure Project (CDP) since 2017 maintaining the level B consecutively since 2018. Also, Applus+ has been recognized with "AA" by the MSCI ESG Research agency in 2019.
  • Applus+ has adopted the United Nations Sustainable Development Goals (SDGs) as a framework for its corporate social responsibility objectives. At least nine of the seventeen UN SDGs are applicable to Applus+ business.
  • We endorse the United Nations Guiding Principles on Business and Human Rights, the Organization for Economic Cooperation and Development's Guidelines for Multinational Enterprises, and the International Finance Corporation's Performance Standards.
  • Applus+ has been included in the FTSE4GoodIBEX since 2019.
  • Gaïa Rating recognized Applus+ with a score of 70/100 in 2021, and Sustainalytics rated the Group with a 15.6 that places our company in the "low risk" ESG group. In March 2022, S&P Global scored Applus+ with a 54, making it the 11th best company in its sector of 105 companies.
  • Applus+ has adopted the GRI standards, the SASB (Sustainability Accounting Standards Board), and the recommendations of the TCFD (Task Force on Climate-Related Financial Disclosures) for its non-financial information reporting.
  • Applus+ has joined the European Charter of Principles signed by organizations to make their commitment to diversity and inclusion in the workplace visible. European Commission Diversity Charter Member for the 2021-2023 period.
  • Applus+ has joined the Spanish Presidency Ministry's Initiative to promote a balanced participation of women and men in business and economic decision-making. "More Women, Better Companies" in 2021 and has actively participated in the Target Gender Equality initiative of the United Nations Global Compact in 2022.
  • We are adopting the United Nations' seven Principles of Women's Empowerment since 2021.
  • In 2022, Applus+ renewed its agreement with the Spanish High Council for Sports so that highlevel athletes can start their professional careers in the Group, and signed the Dual FP Alliance in Spain to promote initiatives to make Vocational Training a tool to develop young talent.
  • Applus+ has been included in the Network of Inclusive Companies (Andorra) since 2021.

This Annual Corporate Governance Report was approved by the Board of Directors of the company at the meeting held on 23 February 2023

State whether any directors voted against or abstained from voting on this report.

Name of director who has
not voted for the approval of
this report
Reasons
abstention,
attendance)
(against,
non
Explain the reasons
Observations

Applus Services, S.A. and Subsidiaries

Annual Remuneration Report

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED COMPANIES

IDENTIFICATION DETAILS OF ISSUER

REFERENCE YEAR END DATE

31/12/2022

TAX IDENTIFICATION CODE: A64622970

Company Name:

APPLUS SERVICES, S.A.

Business Address:

c/ Campezo 1, Edificio 3

Parque Empresarial Las Mercedes, Madrid

THE COMPANY'S REMUNERATION POLICY FOR THE CURRENT FINANCIAL YEAR

A.1.1 Explain the director remuneration policy in effect for the current financial year. Where relevant information can be incorporated by reference to the remuneration policy approved by the shareholders at the general shareholders' meeting, provided that the incorporation is clear, specific and concrete.

The specific provisions established for the current financial year must be described in terms of both remuneration of directors in their capacity as such and remuneration for the performance of executive duties that the board has performed under the terms of contracts signed with the executive directors and with the remuneration policy approved at the general meeting.

In any case, at least the following aspects must be reported on:

A

  • a) Description of the company's procedures and decision-making bodies involved in the determination, approval and implementation of the remuneration policy and its terms.
  • b) Statement and, if applicable, explanation of whether comparable companies have been taken into account to establish the company's remuneration policy.
  • c) Information on whether any external advisor has participated and, if applicable, the identity thereof.
  • d) Procedures under the existing remuneration policy for directors to apply for temporary exemptions to such policy, the conditions under which such exceptions may be applied for and the components that may be subject to exceptions under the policy.

The Remuneration Policy for financial years 2022, 2023 and 2024 was approved at the 2022 General Shareholders' Meeting. The principles and grounds of the Remuneration Policy revolve around remuneration based on market practices, capable of attracting, retaining and motivating the necessary talent in accordance with the features of its industry and of the countries in which the Company operates, to satisfy the needs of the business and shareholders' expectations, and independent directors will receive the remuneration necessary to reward the dedication, qualification and responsibility that the position requires, though it should not be so high as to compromise their independence. In addition, the Remuneration Policy establishes, among others, that long-term sustainability is a strategic priority and therefore links the variable remuneration of the Executive Directors to the achievement of ESG targets. The Policy also links annual variable compensation to adjusted operating profit and adjusted operating cash flow, reflecting operating profitability and cash flow generation priorities, and links the incentive plan to total shareholder return, earnings per share and average return on capital employed, reflecting sustainable shareholder value creation priorities. The compensation and employment conditions of the Company's employees have been taken into account In setting the Policy.

The director remuneration established in the Remuneration Policy is reasonably proportionate to the importance of the Company, its financial situation and the market standards of comparable companies. It is aimed at promoting the long-term profitability and sustainability of the Company and it incorporates the necessary caution to prevent the excessive assumption of risks or the rewarding of unfavourable results.

The position of director of the Company is remunerated. The remuneration of directors in their capacity as such is composed of an annual fixed amount and the maximum amount of the non-executive directors as a whole in their capacity as such was set at EUR 1,500,000 at the General Shareholders' Meeting held on 30 May 2019. This will remain effective until amended in the same way. Tthe Board of Directors will set the exact amount to be paid within the limit approved at the General Meeting, as well as the specific remuneration of each director in their capacity as such, taking into account the duties and responsibilities allocated to each director, the time they have to dedicate to the position and relevant market conditions. Proprietary and executive directors will not receive any remuneration for their membership of the Board of Directors or of any of its Committees.

Directors will also be reimbursed for duly justified expenses relating to travel and accommodation to attend meetings and the Company has also contracted civil liability insurance.

The Remuneration Policy was proposed by the Appointments and Remuneration Committee ("ARC"), which prepared a reasoned report on the Policy that was made available to shareholders at the registered office and published continuously on the corporate website from the publication of the announcement of the call until the holding of the General Meeting.

Upon a report or proposal from the ARC, the Board applies the Policy on its own terms and within the framework of the bylaw-mandated remuneration scheme (and that established in the contracts with the executive directors). The ARC assists the Board of Directors in the determination and implementation of the Remuneration Policy under the powers assigned to it by the Board Regulations. Furthermore, article 39.4 of those Regulations provides that the ARC may seek external advisory services. The Company prepared the Policy with the support of Mercer Consulting, which prepared various benchmark studies regarding the remuneration status of directors on behalf of Applus during 2021.

Mercer Consulting is not employed to provide any other advisory service to the ARC. There are no provisions for applying any temporary exceptions to the Policy.

The only directors who performed executive duties during financial year 2022 were the former CEO Mr Fernando Basabe Armijo, who did not stand for re-election as a director at the 2022 General Shareholders' Meeting due to his intention to retire and who resigned as a director effective from 27/06/2022, and the current CEO Mr Joan Amigó i Casas (who was CFO until 27/06/2022 and was appointed Chief Executive Officer effective from 28/07/2022 (the "Executive Director", "Director General Manager")).

After Mr Basabe did not stand for re-election, his senior management employment relationship with the Company remained in force during the 2022 financial year to ensure the proper and orderly transfer of the professional duties and activities he performed for the Company, resigning on 1 January 2023 under the conditions approved for this purpose by the Board of Directors, upon the proposal from the ARC.

As of 23 February 2023, the ARC is in the process of consulting with shareholders and proxyadvisors to outline an amendment to the Policy that will be submitted at the 2023 General Shareholders' Meeting. This new Policy will maintain the above-mentioned principles, and will be updated to take into account Mr Fernando Basabe Armijo's departure from the position of CEO, with Mr Joan Amigó i Casas (previously CFO) assuming the role of CEO.

The new Policy will be proposed by the ARC, which has drawn up a reasoned report for the new Policy that will be made available to the shareholders at the registered office and published continuously on the corporate website from the call to the holding of the General Meeting. The ARC is advised by Korn Ferry (London, UK).

A.1.2 Relative importance of variable remuneration items in comparison to fixed items (remunerative mix) and which criteria and targets have been taken into account in the determination thereof and to ensure an appropriate balance between the fixed and variable remuneration components. In particular, state the actions taken by the company about the remuneration scheme to reduce exposure to excessive risks and align it with the company's long-term objectives, values and interests, which will include (where applicable) a reference to measures established to ensure that the remuneration policy takes into account the company's long-term results, the measures adopted concerning those categories of staff whose professional activities have a material impact on the entity's risk profile and any measures established to avoid conflicts of interest.

Also state whether the company has established any accrual or consolidation period for certain variable remuneration items, in cash, shares or other financial instruments, a deferral period in the payment of sums or delivery of financial instruments already accrued and consolidated, or whether any clause has been agreed for the reduction of deferred remuneration not yet consolidated or obliging the director to return remuneration received when said remuneration has been based on information whose inaccuracy has subsequently been clearly established.

Variable remuneration items are only established for the remuneration of Applus' Executive Director. Applus relied on the aforementioned 2021 Mercer Consulting study and the advice given by Korn Ferry (London, UK), the need to retain and motivate Executive Directors and the new strategic objectives added to the long-term incentive plan in order to determine the remuneration mix set out below for the Policy approved in 2022, which provided the basis for the Policy that will be approved in 2023.

In accordance to the policy, the fixed components of the current Executive Director's remuneration comprise annual fixed remuneration of EUR 600,000 (compared to the maximum amount of EUR 750,000 for the previous Executive Director), to be updated based on the Spanish CPI unless the Board resolves otherwise. It is established that the Executive Director will receive other benefits with a maximum cost equal to 15% of his fixed remuneration and a pension plan contribution for an amount equal to the difference between such 15% and the cost of the benefits actually received. The Executive Director will choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wants to reduce his fixed remuneration to invest the same amount in a pension plan, all in line with that established for Senior Management. The aggregate value of the fixed components of his remuneration in 2023 therefore amounts to EUR 690,000.

In turn, the variable remuneration components of the Executive Director's remuneration under the Policy consist of: (i) annual variable remuneration for a maximum amount of 150% of the target base set as 80% of the fixed remuneration (i.e., a maximum amount of EUR 720,000); (ii) a long-term incentive plan for a maximum annual amount equivalent to 150%, now of the LTI target rather than of his fixed remuneration (i.e., a maximum annual amount of EUR 810,000) and in relation to which the EPS, ROCE and ESG parameter targets and their assessment will be disclosed ex-post in the Annual Remuneration Report; and (iii) other possible amendments which, as of 23 February 2023, have not yet been approved by the Board of Directors.

The Executive Director's maximum approved variable remuneration items could therefore represent up to approximately 222% of his fixed items (in cash and in kind) (percentage of the sum of EUR 720,000, EUR 810,000 of variable items, divided by EUR 690,000 of fixed items (in cash and in kind)), if all respective targets are achieved in full.

Additionally, to reduce exposure to excessive risks and align the remuneration scheme with the Company's long-term objectives, values and interests, 55% of the amount of the Executive Director's annual variable remuneration is linked to achieving adjusted operating profit targets, 30% is linked to the Group's adjusted operating cashflow and 15% is linked to achieving four ESG targets, meaning that certain targets are set for each of these parameters. Any increase or decrease with relation thereto is directly reflected in the variable remuneration amount, with respective maximum and minimum limits of 150% and 0% of the target base. In addition to the aforementioned strategic priorities, this reflects the Company's priorities in relation to operating profitability and cash flow generation. Furthermore, if inaccuracies in the information on which the variable cash remuneration and the RSUs were awarded are established by a certified auditor and approved by the Board of Directors, the Company will have the right, for three years after the payment of the variable cash remuneration and the RSUs or the vesting of the RSUs, respectively, to claim back the amount of the variable cash remuneration (net of any withholding tax or levy), the net amount of the RSUs and the net amount of the shares vested of the RSUs, as applicable, actually received by the Executive Director as a result of such inaccuracies.

The first incentive plan for the Executive Director also takes into account quantitative parameters (such as relative total shareholder return, adjusted earnings per share, return on capital employed target and four ESG targets) calculated for a three-year period, which makes it possible to take into account the Company's long-term results, Applus' strategic priority of long-term sustainability, as well as sustainable value creation for the shareholders. A minimum threshold below which the plans will not accrue and maximum limits to the amount of the plan are also established, and it is provided that if proven inaccuracies in the information upon which the PSUs or the shares pursuant to a vesting of PSUs were awarded are reported by a certified auditor and approved by the Board of Directors, the Company will be entitled, for a period of three years following the award of the PSUs or the vesting of the PSUs, respectively, to claim the refund of the net (of any withholding taxes or fees) amount of PSUs and net amount of shares pursuant to a vesting of PSUs, as applicable, which has been effectively received by each executive director because of those inaccuracies.

If a certified auditor reports or the Board confirms that there have been proven inaccuracies in the information used as a basis to award the PSUs or shares, the Company will be entitled, for a period of three years following the award of the PSUs or the accrual of the PSUs, respectively, to claim the refund of the net amount (of any withholding taxes or fees) of PSUs and net amount of shares pursuant to an accrual of PSUs, as applicable, which the Executive Director has effectively received because of those inaccuracies. The value of each PSU will be equivalent to the average listing value of the Company's shares during the sixty days prior to the award of the PSUs. Finally, the PSUs will be subject to a delayed vesting schedule.

In short, the relative importance of the variable items compared to fixed items has been improved, the average listing price of Applus shares continues to be considered in the annual variable remuneration schemes and long-term incentive plans for the Executive Director, and a deferral period is established (37.5% in the case of annual variable remuneration). Due to all the foregoing, the ARC considers that the remuneration mix established in the Policy for the Executive Director is in line with market conditions for listed companies, as well as taking the Executive Director's performance and leadership into account.

As regards measures established to avoid conflicts of interest, the Board Regulations impose an obligation on directors to notify the other directors and the Board of any direct or indirect situation of conflict that they or persons related thereto may have with the Company's interest. Situations involving conflicts of interest for directors are disclosed in Applus' report on its annual accounts. Moreover, the director subject to conflict must refrain from attending or intervening in discussions affecting issues in which they have a personal interest and must refrain from voting on the corresponding decisions.

The features of the annual variable remuneration scheme and of the long-term incentive plan under the Remuneration Policy are described in more detail in section A.1.6. below.

A.1.3 Amount and nature of the fixed components to be accrued during the financial year by directors in their capacity as such.

The annual fixed remuneration to be received in financial year 2023 by the members of the Board of Directors in their capacity as such is as follows:

  • Chairperson of the Board of Directors: EUR 275,000.
  • Members of the Board of Directors other than the Chair: EUR 66,000.
  • Chairperson of any Board Committee: EUR 30,000 per Committee.
  • Members of any Board Committee other than the Chairpersons thereof: EUR 20,000 per Committee.

This remuneration is the result of the 10% increase approved on 24 February 2022 for nonexecutive directors (including the Chairman) in their capacity as such, with no increase in remuneration for participation in or chairmanship of Board Committees.

With the composition of the Board and the Committees as of the date of this report, the fixed remuneration to be received by non-executive directors in financial year 2023 would amount to EUR 967,000.

It is stated for the record that neither proprietary directors, of whom there are currently none and who there are no plans to appoint, nor the Executive Director will receive any remuneration for their position on the Board of Directors or for membership of any of its Committees.

The Company will also pay the premiums for the civil liability insurance signed to cover its directors and managers on market conditions, which are expected to amount to EUR 171,344 in financial year 2023.

Finally, the directors will be reimbursed for duly justified travel and accommodation expenses incurred due to attendance at meetings of the Board of Directors and its Committees.

A.1.4 Amount and nature of fixed components that will be accrued during the financial year for the performance of senior management duties by executive directors.

Under the Remuneration Policy to be submitted for approval at the 2023 General Shareholders' Meeting, the non-variable remuneration to be accrued for the performance of executive duties by the Executive Director in 2023 is expected to be as follows: (i) annual fixed cash remuneration of EUR 600,000; (ii) other benefits in kind with a maximum cost equal to 15% of his fixed remuneration (which will include the cash payment linked to these benefits described in section B.16 and a pension plan contribution for an amount equal to the difference between the aforementioned 15% and the cost of the benefits actually received). The Executive Director may choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wants to reduce his fixed remuneration to invest the same amount in a pension plan.

The non-variable components for the performance of senior management duties by Mr Fernando Basabe Armijo as former CEO under the Remuneration Policy approved in 2022 and accrued in financial year 2022, until his resignation on 27/06/2022, were as follows: (i) annual fixed remuneration of EUR 368,750 in cash; (ii) other benefits in kind with a cost of EUR 55,312.50 (15% of his fixed remuneration pro rata for the time during the year in which he was a director), which includes a cash supplement of EUR 7,134 as described in section B.16) and a pension plan contribution in the gross amount of EUR 39,646.50.

The non-variable components for the performance of senior management duties by the Executive Director under the Remuneration Policy approved in 2022 and accrued in financial year 2022 were pro-rated until his appointment as Executive Director (in his position as CFO under the Policy approved in 2022) and following his appointment as CEO, on the terms of his new contract signed after the approval of the Remuneration Policy and his appointment as CEO, which were: (i) annual fixed remuneration of EUR 482,000 in cash (proportionate to the length of time he has held each office); (ii) other benefits in kind with a cost of EUR 72,300.34 (15% of their proportional fixed remuneration), which include a cash supplement of EUR 49,689.63 as described in section B.16); and a pension plan contribution in the gross amount of EUR 1,500. The RSUs given as fixed remuneration in 2019 under the applicable Policy at that time (5,838 RSUs) vested as shares in February 2022. And the RSUs delivered in 2020 as fixed remuneration (i.e. 5,317 RSUs) have been exchanged for shares in February 2023.

A.1.5. Amount and nature of any component of remuneration in kind that will be accrued during the financial year, including but not limited to insurance premiums paid on behalf of the director.

Remuneration in kind is only paid in favour of the Executive Director. According to the provisions of the current Remuneration Policy, the Executive Director will receive other benefits at a maximum cost equal to 15% of annual fixed remuneration in cash. The Company will also make an annual contribution to the Executive Director's pension scheme in an amount equal to the difference between the aforementioned 15% of his fixed remuneration and the cost of the benefits actually received by the Executive Director during that year. The Executive Director may choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wants to reduce his fixed remuneration to invest the same amount in a pension plan.

On terms similar to financial year 2022, the Executive Director is expected to receive benefits consisting of the use of a company vehicle and fuel, medical insurance for him and his family (including an annual check-up for him and his wife), life insurance, and professional association fees.

The Company will pay medical insurance premiums and life insurance premiums (without prejudice to the civil liability insurance premium referred to above) for the benefit of the Executive Director during financial year 2023. The Company is expected to contribute to the Executive Director's pension plan on similar terms to financial year 2022 during financial year 2023.

Remuneration in kind under the Remuneration Policy approved in 2022 is described in section B.14.

A.1.6 Amount and nature of variable components, differentiating between short and long term. Financial and non-financial, including social, environmental and climate change parameters selected to determine variable remuneration in the current year, describing the extent to which these parameters are related to performance, both of the director and of the company, together with their risk profile, and the methodology, necessary period and the techniques established to determine the degree of compliance with the parameters used in the design of the variable remuneration at the end of the year.

State the range in monetary terms of the different variable components, based on the level of achievement of established targets and parameters, and whether there is any absolute maximum monetary amount.

According to the provisions of the current Remuneration Policy, the Executive Director's variable remuneration components are as follows.

The actual amount of the Executive Director's annual variable remuneration is determined by the Board of Directors at the proposal of the ARC, which is responsible for assessing in detail the level of achievement of the targets following verification thereof. For purposes of this verification, the annual accounts of Applus will be considered following submission thereof and review and issuance of the report by the Company's auditor.

(i) Annual variable remuneration:

The annual variable remuneration of the Executive Director consists of a annual variable amount payable in cash and via the award of rights over Applus shares known as restricted stock units ("RSUs"), linked to the achievement of Group targets (55% linked to adjusted operating profit or "AOP", 30% linked to Group adjusted operating cashflow or "AOCF", and 15% linked to four ESG targets).

All targets will be reported (as well as their results) ex-post in the Annual Remuneration Report.

In the case of the Executive Director, the variable amount, which is set as 80% of the fixed remuneration, will increase by 2% for each 1% increase above the targets, up to a maximum amount of 150% of the target base (although a 200% achievement level is possible for each target). On the other hand, variable remuneration will decrease by 5% for every 1% decrease below the targets. 62.5% of the variable remuneration to be received by the Executive Director will be paid in cash and 37.5% via the award of RSUs. The same system is established for Senior Management.

The average listing value of the Applus shares during the 60 days preceding the date of award of the RSUs will be taken into account to calculate the number of RSUs to be awarded.

The RSUs will be awarded every year on the date that the Board of Directors approves Applus' annual results and the amount of the Executive Director's annual variable remuneration.

Each RSU will vest for one Applus share in proportions of 30%, 30% and 40% after one, two and three years, respectively, provided that the Executive Director is still employed on the vesting date.

If the Participant's termination of services is due to any of the following events: (i) mortis causa, (ii) permanent disability, (iii) good leaver (being (a) retirement; (b) the Participant's position or employment being with a company that ceases to be a member of the Group or relating to a business or part of a business that is transferred to a person who is not a member of the Group; and (c) any termination of contract by the Company except in the event of a disciplinary dismissal classified as fair by a court in a definitive judgement or not challenged by the Participant; or (iv) change of control (defined as (i) a merger, consolidation, acquisition or other transaction as a result of which securities carrying more than 50% of the total combined voting rights of the outstanding securities of the Company are transferred to a person or persons other than the persons who held such securities immediately prior to such transaction; (ii) the sale, transfer or other disposal of all or substantially all of the assets of the Company as part of the complete liquidation or dissolution of the Company; (iii) the acquisition by a third party (natural or legal person), either individually or acting in concert with others, of a controlling interest in the Company under article 4 of Royal Decree 1066/2007 of 27 July 2007 on takeover bids), then all RSUs awarded under the RSU Plan that have not accrued on the date on which the event takes effect will automatically accrue on the date on which the event occurs. In the event of a change of control, the accrued RSUs would be settled by a cash payment on the date of the change of control.

If proven inaccuracies in the information upon which the cash bonus and the RSUs were awarded are reported by a certified auditor and approved by the Board of Directors, the Company will be entitled, for a period of three years following the payment of the cash bonus and the RSUs or the vesting of the RSUs, respectively, to claim the refund of the net (of any withholding taxes or fees) amount of cash bonus, net amount of RSUs, and net amount of shares pursuant to a vesting of RSUs, as applicable, which has been effectively received by each executive director because of those inaccuracies.

Upon a favourable proposal from the ARC, the Board may increase the result of the mathematical calculation of the annual variable remuneration of the Executive Director if (i) it is duly justified, (ii) the increase does not exceed 50% of the target base (in cash and RSUs) and (iii) the final total amount of the annual variable remuneration following any applicable increase will not exceed the target base (in cash and RSUs). This decision will be disclosed ex-post annually in the Annual Remuneration Report.

(ii) Long-term incentive plan:

The long-term incentive plan (which started in 2016 under the Remuneration Policy in effect at that time) involves the annual receipt by the Executive Director of performance stock units ("PSUs"), each one vested for one share of the Company three years after the award date, depending on the level of achievement of certain parameters. The Executive Director will annually receive PSUs equivalent in principle to 90% of his fixed remuneration.

However, these amounts may fluctuate depending on the level of achievement of the parameters indicated below. The number of PSUs that will vest will range from 0% to 150% of the target number of PSUs, depending on the degree of achievement of the targets, although each target in the plan may achieve an evaluation of between 0% and 200%.

The value of each PSU will be equivalent to the average listing value of the Company's shares during the 60 days preceding the date of award of the PSUs.

PSUs will be awarded each year on the day the Board of Directors approves Applus' annual results. The number of PSUs to be awarded to the Executive Director may be adjusted during each financial year if his fixed remuneration is amended. However, the day on which the Board of Directors approves the results of the relevant year will be considered as the award date of the additional PSUs.

The PSUs awarded in each financial year will convert into shares within three years following their award date if the targets described below are achieved. The number of PSUs that will convert will have a value ranging from 0% to 150% of the LTI target for the Executive Director, depending on the level of achievement of those targets during the three years prior to conversion, meaning that this conversion corresponds to professional performance during each three-year period.

The following quantitative targets will be taken into account for the conversion of the PSUs:

(a) A target based on the relative total shareholder return ("TSR") over a three-year period, whereby the Company's TSR will be compared against an unweighted index composed of a group of eight comparable companies within the inspection and certification industry. These companies are SGS S.A., Bureau Veritas S.A., Intertek Group PLC, Eurofins Scientific S.E., Core Laboratories, Inc., ALS Limited, TEAM Industrial Services, Inc. and Mistras Group, Inc.

The Board of Directors may change the group of companies to be used for the plan if the changes are decided and disclosed prior to the award of the PSUs. The index is the result of calculating the annualised TSR of the average TSR of the eight comparable companies.

This benchmark will represent 30% of the total number of PSUs awarded each year.

Within this 30%, 50% of the PSUs will be converted into shares if the annualised Applus TSR performance value is equal to the index, while 200% of the PSUs will be converted into shares if the annualised Applus TSR performance value is 5% higher than the index on a cumulative annual basis. Between the index value and the TSR value creating an entitlement to a 200% PSU-to-share conversion rate, conversion will take place according to a linear interpolation between said two values. As a result, 100% of the PSUs will vest if the annualised Applus TSR performance value is 1.67% higher than the index on a cumulative annual basis.

No PSUs will vest in respect of this parameter if the TSR value is below the index. The maximum number of PSUs that will vest is 200% of the target PSUs. The TSR assessment is performed by an external firm which submits a report to the Appointment and Remuneration Committee. The name of this firm will be disclosed each year in the Annual Directors' Remuneration Report.

(b) A target relating to adjusted earnings per share ("EPS") reported by Applus, accumulated within three years. Said target will be published ex-post at the end of each three-year period.

This parameter will represent 50% of the total of PSUs awarded each year.

The Board of Directors will establish a specific threshold for this EPS target at which target PSUs will be converted into shares. The maximum number of PSUs that can be converted into shares is 200% of the target PSUs.

If the EPS result is below the threshold creating an entitlement to a 50% PSU-toshare conversion rate, no PSUs will vest under this parameter.

(c) A Return on Capital Employed ("ROCE") target for the three years.

This target will represent 10% of the total number of PSUs awarded each year.

The Board of Directors will establish a specific threshold for this ROCE target above which PSUs will vest. The maximum number of PSUs that will vest will be 200% of the target PSUs. If the ROCE performance is below the specific threshold entitling to vest 50% of the PSUs, no PSUs will vest in respect of this parameter.

(d) A target relating to four ESG targets for the three years.

This target will represent 10% of the total PSUs awarded each year.

The maximum number of PSUs that will vest will be 200% of the target PSUs. If performance is below the specific threshold entitling 50% of the PSUs to vest, no PSUs will vest in respect of this parameter.

ESG targets and results are calculated considering the perimeter as at 1 January of the first year of each three-year period and will not include acquisitions. However, the Company is committed to implementing the Group's policies on new acquisitions and acquisitions will therefore be considered for the targets/metrics for the next strategic plan.

The ESG, EPS and ROCE targets will be published ex-post in the Annual Remuneration Report.

As of 23 February 2023, the NRC is in the process of consulting with shareholders and proxy-advisors to outline an amendment to the Policy to be submitted to the 2023 AGM, which as of 23 February 2023 has not been approved by the Board of Directors

An assessment of all incentive plan targets will be included ex-post in the Annual Remuneration Report.

If proven inaccuracies in the information upon which the PSUs or the shares pursuant to a vesting of PSUs were awarded are reported by a certified auditor and approved by the Board of Directors, the Company will be entitled, for a period of three years following the award of the PSUs or the vesting of the PSUs, respectively, to claim the refund of the net (of any withholding taxes or fees) amount of PSUs and net amount of shares pursuant to a vesting of PSUs, as applicable, which has been effectively received by the Executive Director because of those inaccuracies.

If the Participant ceases to have a contractual relationship with the Group due to any the same events as for RSUs except for the change of control event; then the ARC will determine the number of shares vesting as follows: (aa) the performance conditions will be deemed 100% achieved; and (bb) a pro-rata reduction will be applied to the number of shares determined by reference to the period of time after the award date and ending on the date of termination in relation to the three-year period.

Moreover, in the event of a change of control (being the same as for the RSUs), the ARC will notify the Participant as soon as practicable after it becomes aware of such event or proposed event that all PSUs will automatically vest in advance on the date on which the event occurs, if they have not yet vested. The settlement of the vested PSUs in the event of a change of control will be paid in cash on the date of the change of control event. PSUs that are to vest will not be reduced in any proportion to the time elapsed since the vesting date, and the performance conditions will be deemed 100% achieved. If a PSU vests under the change of control rule and the Participant is no longer a director or employee of the Group, then the change of control rule will prevail.

The amount and nature of the variable components of the remuneration of Mr Fernando Basabe Armijo as the former CEO and of the Executive Director under the Remuneration Policy approved in 2022 are described in section B.3.

The RSUs accrued during the financial year 2022 were awarded on 23 February 2023 (date of the Board of Directors).

On 23 February 2023, the Executive Director (Mr Joan Amigó) was awarded 82.679 PSUs, which is the number resulting from dividing 90% of his fixed remuneration (as established in section A.1.4, EUR 540,000) by the referred average Applus share price (EUR 6,5313 per share).

In 2023 no PSUs have been granted to Mr Fernando Basabe Armijo as he resigned on 1 January 2023.

The unvested RSUs awarded in previous financial years (2020, 2021 and 2022) to the former CEO (Mr Fernando Basabe Armijo) (46,631 RSUs) have been vested upon his departure in January 2023 in accordance with his status as a good leaver, as well as on 23 February 2023 the RSUs accrued in 2022 have been paid in cash with a compliance level of 118.9% on a target basis of EUR 600,000 (80% of his fixed remuneration) (i.e. EUR 713,400).

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The corresponding RSUs granted in previous years (2020, 2021 and 2022) to the current CEO (Mr Joan Amigó), (16,651 RSUs) were exchanged in February 2023 in accordance with the established vesting schedule.

Likewise, given that the level of compliance with the LTI 2020 - 2022 has been 120%, both Mr Fernando Basabe Armigo and Mr Joan Amigó will receive in February 2023 49,225 shares (Mr Fernando Basabe Armijo) and 6,380 shares (Mr Joan Amigó) of the PSUs delivered in 2020. This 120% compliance has been obtained by a 0% assessment of the TSR target (relative weight of 40%) and a 200% assessment of the EPS target (relative weight of 60%), resulting in 120%. The adjusted EPS target for 2020-2024 that allowed a 200% compliance was EUR 1.576 per share and the one actually achieved was EUR 1.793 per share.

A.1.7 Main features of long-term savings schemes. Among other information, state the contingencies covered under the schemes, whether they are defined-contribution or defined-benefit, the annual contribution to be made to defined-contribution schemes, the benefit to which beneficiaries are entitled in the case of defined-benefit schemes, the conditions for vesting of economic rights in favour of directors, and the compatibility thereof with any class of payment or indemnity for early termination or cessation or arising from the termination of the contractual relationship on the terms established between the company and the director.

Also state whether the accrual or vesting of any of the long-term savings plans is linked to the achievement of certain targets or parameters related to the director's short- and long-term performance.

Under the provisions of the Remuneration Policy to be submitted for approval at the 2023 General Shareholders' Meeting, the Company's Executive Director will be entitled to receive an annual pension scheme contribution. The pension plan is structured as a definedcontribution scheme whose annual amount is the difference between 15% of the Executive Director's annual fixed remuneration in cash and the amount in benefits actually received by the Executive Director during the financial year, with the legally established maximum. It should also be noted that the Executive Director may choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wants to reduce his fixed remuneration to invest the same amount in a pension plan.

The Company is expected to contribute to the Executive Director's pension scheme during financial year 2023 along similar lines as during financial year 2022.

The only limitation or restrictive condition relating to the Executive Director's enjoyment of the pension scheme is that its enjoyment will be executed in accordance with applicable Spanish law. The plan is compatible with the payments arising from the termination of the contractual relationship between the Executive Director and Applus.

The long-term savings schemes under the Remuneration Policy approved in 2022 are described in section B.9.

A.1.8 Any class of payment or indemnity for early termination or cessation or arising from the termination of the contractual relationship on the terms established between the company and the director, whether the cessation is at the will of the company or the director, as well as any class of agreement entered into, such as exclusivity, postcontractual non-compete, continuance in office or loyalty agreements, that entitle the director to any payment.

Applus has committed to the following payments, indemnities and covenants vis-à-vis the Executive Director in addition to those relating to his remuneration, under his new contract:

  • (i) Exclusivity: the Executive Director has an exclusivity obligation vis-à-vis the Company on the terms described in the following sub-section; it is not specifically remunerated.
  • (ii) Termination: in the event of termination of contract, the Executive Director will only be entitled to any indemnities established under applicable Spanish law. The sums paid will be deducted from the indemnity under the post-contractual non-compete agreement that is explained below.

However, if the Executive Director or the Company fails to comply with the six months' notice period in whole or in part, the other party would be entitled to compensation equivalent to the fixed remuneration of the Executive Director for the duration of the breached notice period.

(iii) Post-contractual non-compete: the Executive Director agrees to refrain from rendering services for any Competing Business of the Company or any company of the Applus group. The Executive Director's non-compete undertaking will have a duration of two years from the termination of his agreement. In consideration for this undertaking, the Executive Director will be entitled to receive an amount equal to the double of the fixed annual remuneration received in cash at the time of the termination of the Contract. This amount will be paid in 24 equal instalments during the term of the post-contractual noncompete obligation. This amount will be reduced by any amount that the Company must pay to the Executive Director severance payment (which may arise from the application of the relevant law) for the termination of the agreement, such that the total amount to be received by the Executive Director following termination of the does not exceed, in any case, the double of the fixed cash remuneration that he received in the last year prior to the termination of the Contract. If the Executive Director breaches this covenant and competes with the Company or any group company, he must repay the amounts paid by the Company in compensation for the agreement. The Executive Director's termination payments comply with the provisions of the Corporate Governance Code for Listed Companies and protect the Group through a two-year post-contractual noncompetition agreement.

All payments, indemnities and covenants vis-à-vis the former CEO and the Executive Director assumed by Applus under the 2022 Remuneration Policy are described in section B.10.

A.1.9 State the terms and conditions that must be included in the contracts of executive directors performing senior management duties. Include information regarding, among others, the term, limits on termination compensation amounts, continuance in office clauses, notice periods, and payment in lieu of the aforementioned notice periods, and any other clauses relating to hiring bonuses, as well as compensation or golden parachutes due to early termination of the contractual relationship between the company and the executive director. Include among other things any noncompete, exclusivity, continuance in office or loyalty, and post-contractual noncompete clauses or agreements, unless they have been explained in the preceding sub-section.

The essential terms and conditions of the agreement with the Executive Director under his new contract are in addition to those relating to his remuneration are set out below.

  • (i) Term: the Executive Director's contract is for an indefinite term, but it may be terminated for any reason at any time without any compensation for termination. This is because any statutory amount payable on termination will be deducted from the non-competition payment, thus keeping this undertaking in full force and effect. This clause has been agreed in the non-competition provisions entered into between the Company and the Executive Director.
  • (ii) Exclusivity: While he is performing executive duties, the Executive Director must not hold any direct or indirect interest in any other business or activity that could represent a conflict of interests concerning his obligations and responsibilities in the Company or concerning the activity of the Company and of the Applus group.
  • (iii) Termination: the Executive Director's contract can be terminated at any time at the discretion of the Executive Director or the Company, provided that termination is notified in writing to the other party with six months' notice. If this notice period is breached, the breaching party must pay the other the compensation described in the preceding subsection.
  • (iv) Post-contractual non-compete: See preceding sub-section. Additionally, the provision of any kind of service, whether on the Executive Director's behalf or for a third party, or in an executive or merely advisory capacity, or the direct or indirect promotion of the creation of companies or entities that will carry on a competing business, as well as shareholding participation in such companies or entities, will be deemed to be competition. Any activity that is being carried on by any company of the group or is expected to be started in the following 12 months at the time of termination of the Executive Director's agreement will be deemed to be a competing business. Moreover, the Executive Director is not to hire or participate in the hiring of employees who are or have been part of the workforce of the Company or any company of the group at the time of termination of his agreement or in the preceding 12 months. This noncompetition agreement is binding, meaning that the Company cannot abandon its payment commitments and the Executive Director cannot compete and waive his right to be paid.
  • (v) Shareholding retention: the Executive Director will hold 1/3 of the net number of shares that he receives each year by way of vesting of all RSUs and PSUs, until he accumulates a number of shares whose value (calculated at the value of the shares on the award date) is equal at least to twice his net fixed remuneration. Thereafter, he will hold shares with a value corresponding at least to twice his net fixed remuneration. This commitment will cease in the event of termination of his services to the Group or upon a change of control.
  • (vi) Supplementary pension or early retirement schemes: the Executive Director will not have supplementary pensions or early retirement schemes, but he will be entitled to the Company's pension plan contributions under the terms described in section A.1.1.

The essential contractual terms and conditions for the former CEO and the Executive Director under the 2022 Remuneration Policy are described in section B.11.

A.1.10 Explain the nature and estimated amount of any other supplementary remuneration that will be accrued by the directors during the current financial year as consideration for services provided other than those inherent to their position.

No directors have provided or are expected to provide services other than those inherent to their position during the current financial year, for which reason they have not accrued and are not expected to accrue any supplementary remuneration for said items.

A.1.11 Other remuneration items such as any deriving from the company granting the director advances, loans, guarantees or other remuneration.

As at the date of this report, the Company has not granted its directors any other remuneration items such as any deriving from advances, loans, guarantees or other remuneration.

A.1.12 Explain the nature and estimated amount of any other scheduled supplementary remuneration not included in the preceding sub-sections, whether paid by the entity or another entity of the group, that will be accrued by the directors during the current financial year.

No supplementary remuneration of this nature has accrued or is expected to accrue during the current financial year.

A.1 Explain any significant changes in the remuneration policy applicable to the current financial year arising from:

A new policy or an amendment to the policy previously approved by the shareholders at the General Meeting.

Significant changes in the specific determinations established by the board for the current financial year for the current remuneration policy, in comparison with those applied in the preceding financial year.

Proposals that the board of directors has resolved to present to the shareholders at the general shareholders' meeting to which it will submit this annual report and which are proposed to be applied to the current financial year.

The ARC annually reviews the Remuneration Policy to ensure that it is aligned with the Company's situation and short-, medium- and long-term strategy and with market conditions, and to assess whether it contributes to the creation of long-term value and to adequate risk control and management, amending it if necessary as in previous years. In preparation for this review, the Chairperson of the ARC conducts a formal dialogue process each January with the main investors and proxy advisors involving the review of the existing policy and a request for assessments and opinions concerning its improvement.

The amended Remuneration Policy approved in 2022 is expected to be proposed at the 2023 General Shareholders' Meeting, on the terms set out in sections A.1.1, A.1.2, A.1.8 and A.1.9.

A.2 Provide a direct link to the document featuring the company's current remuneration policy, which must be made available on the company's website.

https://www.applus.com/es/dam/jcr:709327b3-2b92-4743-b5cd-73fa39eddb21/Applus%20- %20Pol%C3%ADtica%20de%20remuneraciones%202022,%202023%20y%202024(202 1354.pdf

A.3 Taking into account the information provided in section B.4, explain how the shareholders' votes at the general meeting at which the annual remuneration report for the previous financial year was submitted for a consultative vote have been taken into account.

The consultative vote of the shareholders at the 2022 General Shareholders' Meeting in relation to the Annual Directors' Remuneration Report for the previous financial year was very positive (95.483% of votes in favour, 3.471% against, 0% of blank votes and 1.046% abstentions), meaning that the amended Remuneration Policy to be submitted at the 2023 General Shareholders' Meeting maintains the terms of the remuneration regime provided for in the Remuneration Policy approved in 2022.

OVERALL SUMMARY OF THE APPLICATION OF THE REMUNERATION POLICY DURING THE LAST FINANCIAL YEAR

B.1.1 Explain the process followed to apply the remuneration policy and determine the individual remuneration outlined in section C of this report. This information will include the role of the remuneration committee, the decisions taken by the board of directors and, if applicable, the identity and role of external advisors whose services have been used in the process of applying the remuneration policy during the last financial year.

The ARC is the body that assists the Board concerning the remuneration policy, under the authority assigned to it for such purpose by the Board Regulations. In 2022, the Board approved the new Policy submitted by the ARC having received advice from Mercer Consulting. The Policy applies during financial year 2022, 2023 and 2024 unless amended or replaced during that period; it was approved at the 2022 General Shareholders' Meeting.

In addition, under the provisions of section 529 septdecies of the Spanish Corporate Enterprises Act (Ley de Sociedades de Capital) and article 25.1 of the Board Regulations, it is for the Board to set the precise amount to be paid within the limit approved at the General Meeting as well as the specific remuneration of the director in their capacity as such, taking into consideration the duties and responsibilities allocated to the director, the time they have to dedicate to the position and relevant market conditions.

Under the terms of the Policy for years 2022, 2023 and 2024 and within the framework of the bylaw-mandated remuneration scheme (as well as the system for contracts of executive directors), the Board therefore applied the Policy as described in section C upon a proposal from the ARC.

Proprietary and executive directors do not receive remuneration for their position on the Board or its Committees. The maximum total annual amount of remuneration for directors in their capacity as such is EUR 1,500,000.

The remuneration of each director agreed for 2022 by the Board were as follows:

B

  • Chairman of the Board of Directors: EUR 271,205.
  • Members of the Board of Directors other than the Chairman, EUR 65,089.
  • Chairman of a Board Committee: EUR 30,000 for each Committee.
  • Members of a Board Committee other than the Chairman: EUR 20,000 per Committee.

These remunerations amounts are the result of the 10% increase approved on 24 February 2022, effective as of that date for non-executive directors (including the Chairman) in their capacity as such, with no increase in remuneration for participation in or chairmanship of the Board.

As regards the remuneration of the former CEO (Mr Fernando Basabe) and the current executive director (Mr Joan Amigo) for the performance of his executive duties, his fixed remuneration in cash for financial year 2022 is as described in the Policy, and the Board determined his actual variable remuneration upon a proposal from the ARC (this process is described in detail in section B.7).

The former CEO's remuneration for the performance of his executive duties until his resignation on 27/06/2022 was a fixed remuneration in cash corresponding to the established pro-rata amount (EUR 368,750), benefits actually received at a pro-rated cost of EUR 55,312.50, (15% of his fixed remuneration pro rata for the time during the time during the financial year in which he was a director), which include EUR 7,134 corresponding to a cash supplement linked to benefits to align them with those agreed at the time he was contracted, and a pro-rated contribution to his pension plan of EUR 39,646.50 gross, and 54,770 PSUs awarded under the incentive plan were delivered in February 2022 (60% of his fixed remuneration of EUR 750,000, divided by the average listing price of EUR 8.216 per share). On 23 February 2023, the RSUs accrued in 2022 have been paid with a compliance level of 118.9% on a target base of EUR 600,000 (80% of his fixed remuneration) (i.e. EUR 713,400).

In February 2022, 54,043 PSUs were consolidated and vested out of the 45,036 PSUs awarded in 2019 within the framework of the incentive plan (since there was a target achievement of 120%). However, they were delivered net of taxes, resulting in 29,183 shares. The RSUs awarded in previous financial years (19,909 RSUs) vested as shares in February 2022 but were delivered net of taxes, resulting in 10,751 shares.

The Executive Director's (Mr Joan Amigó's) remuneration for the performance of his executive duties, pro-rated until his appointment as CEO (in his position as CFO) and following his appointment as CEO, was a fixed remuneration in cash corresponding to the pro-rated amount (EUR 482,000), benefits actually received with a pro-rated cost of EUR 72,300.34 (of which EUR 49,689.63 is a pro-rata cash payment in connection with profits in order to adjust these to what was agreed at the time of his hiring, and a pro-rata contribution to his pension plan of EUR 1,500 gross, an annual variable remuneration accrued in the year 2022 and payable in the year 2023, which is the sum of what he was entitled to as CFO (123. 900 EUR) and as CEO (244,000 EUR), in total 367,000 EUR target, and considering a performance level of 118.9%, he is entitled to receive 436,000 EUR, of which 62.5% EUR will be in cash and 37.5% EUR in RSUs, which were consolidated), also calculated as provided in the 2022-2024 Policy, and 7,100 PSUs awarded under the incentive plan in February 2022 (EUR 58,333 divided by the average listing price of EUR 8.216 per share) in accordance with the Policy in force in 2021 , and following his appointment as CEO, an additional 69,832 PSUs (90% of his fixed remuneration of EUR 600,000 under the new contract, between the referred average share price value of EUR 7.019 per share), in accordance with the Remuneration Policy approved in May 2022 and his contract for his new functions and which will be converted into shares in February 2025.

In February 2022, 7,006 PSUs were consolidated and vested out of the 5,838 PSUs granted in 2019 in his capacity as CFO under the incentive plan (as there was a 120% target achievement), although they vested net of tax, i.e. 3,946 shares. RSUs granted in previous years (5,838 RSUs of fixed remuneration for 2019 and 8,013 RSUs of variable remuneration pending vesting for the years 2019, 2020 and 2021) have been exchanged into shares in February 2022, although they have been deposited net of tax, i.e. 3,288 and 4,517 shares, respectively.

In addition, the former CEO and the current CEO were each entitled to receive a financial payment equal to the value of the dividends that would have been paid on the gross PSUs awarded in 2019 that vested in 2022. Respective benefits were received in the amounts of EUR 16,212.90 and EUR 2,102.

B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the financial year.

There were no deviations from the procedure established for the application of the remuneration policy during financial year 2022.

B.1.3 Please disclose whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Please quantify the impact that the application of these exceptions has had on the remuneration of each director during the year.

No temporary exceptions have been applied to the remuneration policy.

B.2 Explain the different actions taken by the company concerning the remuneration scheme and how they have contributed to reducing exposure to excessive risk and aligning the system to the company's long-term objectives, values and interests, including a reference to the measures taken to ensure that the accrued remuneration has taken into account the company's long-term results and an appropriate balance has been achieved between the fixed and variable remuneration components, what measures have been taken about those categories of staff whose professional activities have a material impact on the entity's risk profile, and what measures have been taken to avoid conflicts of interest if any.

Applus adjusted its remuneration scheme during financial year 2022, resulting in the approval of a new Policy at the 2022 General Meeting, applicable to financial years 2022, 2023 and 2024, as described in sections B.1.1 and B.7.

This review took place in the context of a study by Mercer Consulting, which Applus engaged during 2021 to prepare various national and international benchmark studies examining director remuneration, the need to retain and motivate the executive directors and the added new strategic targets in the long-term incentive plan. This new Policy contributed to reducing exposure to excessive risks and aligning the remuneration scheme with the Company's longterm objectives, values and interests, ensuring that remuneration would be accrued based on the Company's long-term results and achieving an appropriate balance between fixed and variable components of remuneration, as described below.

First, the annual fixed remuneration of the former CEO was maintained and the annual fixed remuneration of the Executive Director was increased from EUR 267,343 to EUR 360,000, to be updated in line with the Spanish CPI unless the Board decides otherwise. It was established that they would receive other benefits with a maximum cost equal to 15% of their fixed remuneration and a pension plan contribution in an amount equal to the difference between the aforementioned 15% and the cost of the benefits actually received, choosing each year between the amount to allocate to each benefit, always maintaining the maximum cost of 15% of fixed remuneration, or whether they wished to reduce their fixed remuneration to invest the same amount in a pension plan, all in line with the provisions established for Senior Management.

The annual variable remuneration was amended so that it is linked to the achievement of targets (55% for adjusted operating profit, 30% for the Group's adjusted operating cash-flow and 15% for four ESG targets).

The target base of the Executive Director's annual variable remuneration was reduced, retaining the rule that annual variable remuneration would increase by 2% for each 1% increase above target up to a maximum of 150% of the target, but retaining the possibility of targets reaching an achievement level of 200%, and 37.5% of variable remuneration for the Executive Director (as opposed to the previous 50%) would be payable in RSUs; If the Participant's termination of services is due to any of certain events: the vesting of RSUs is regulated; the clawback clause was amended; and, upon a favourable proposal from the ARC, the Board could increase the result of the mathematical calculation of the annual variable remuneration.

The long-term incentive plan was amended for the purpose of updating the targets of the long-term incentive plan, increase the target PSUs to be earned in principle by the former CEO, equivalent to 90% and 50% of his fixed remuneration; increase the number of PSUs to vest increasing the evaluation these can get; for purposes of calculating the TSR target, Applus' TSR would be compared to a group of eight comparable companies and the index would be the result of calculating the annualised TSR from the average TSR of the comparable companies; the EPS target would represent 50% of the total PSUs delivered each year, and the Board of Directors would set the threshold for this target above which the PSUs will vest; the clawback clause was amended; and if the Participant ceased to have a contractual relationship with the Group for any of the reasons contemplated for RSUs except for change of control, the vesting of PSUs is regulated.

In short, the relative importance of variable items compared to fixed items was improved, the average listing price of Applus shares continued to be considered in the annual variable remuneration scheme and long-term incentive plan, and provision was made for a deferral period in the receipt of 37.5% of annual variable remuneration.

Additionally, to reduce exposure to excessive risks and align the remuneration scheme with the Company's long-term objectives, values and interests, the variable remuneration was linked to achieving long-term sustainability and diversity objectives.

Furthermore, the long-term incentive plan took into account quantitative parameters calculated for a three-year period, which made it possible to take into account the Company's long-term results, long-term sustainability and diversity, as well as the creation of sustainable value for the shareholders.

As regards measures established to avoid conflicts of interest, the Board Regulations imposed an obligation on directors to notify the other directors and the Board of any direct or indirect conflict that they or persons related to them might have with the Company's interest, being disclosed in Applus' report on its annual accounts. Moreover, directors subject to conflicts were required to refrain from attending, participating or voting in discussions.

B.3 Explain how remuneration accrued and consolidated during the financial year complies with the provisions of the current remuneration policy and, specifically, how it contributes to the long-term and sustainable performance of the company.

Also, please report on the relationship between remuneration obtained by directors and results or other short- and long-term performance measures for the entity, explaining where applicable how fluctuations in the company's performance may have influenced fluctuations in director remuneration, including accruals the payment of which is deferred, and how they contribute to the company's short- and long-term results.

The remuneration of directors in their capacity as such complies with the provisions of the current Policy given that the maximum total approved by the shareholders at the Meeting has been respected, the individual remuneration has been set based on the Policy, the directors performing executive duties have not received any remuneration for their membership of the Board or Committees, all the directors have been reimbursed for duly justified expenses associated with travel and accommodation for purposes of attending meetings and the premiums for the civil liability insurance have been paid. The remuneration of the Executive Directors is described in section B.1.1.

The remuneration accrued contributes to the long-term and sustainable performance of the Company as it is based on a system designed to promote the Company's business strategy, profitability, interests and long-term sustainability.

The annual variable remuneration of the former CEO and the Executive Director under the Policy approved in 2022 consisted of an annual variable amount, payable in cash and through the delivery of RSUs, linked to the achievement of targets that contributed to the Company's short- and long-term results (55% for adjusted operating profit, 30% for the Group's adjusted operating cash-flow and 15% for the four ESG targets). The ESG targets were: (i) 3.75% Diversity (% of vacancies and new hires, of Group senior management positions and Corporate positions filled by women in 2022); (ii) 3.75% Health and safety (frequency of injuries prompting sick leave -number of injuries prompting sick leave; fatal accidents, permanent disabilities and lost work days- per 200. 000 working hours in 2022; (iii) 3.75% Code of Ethics training (% of registered employees who have completed their training - introduction and refresher - in 2022; (iv) 3.75% Decarbonisation (number of tonnes of CO2 equivalent - tCO2 eq - emitted in 2022 - scopes 1 and 2). CO2 equivalent emissions are understood as greenhouse gases (GHG) produced, directly or indirectly, and released into the atmosphere from the company's activities. Scope 1 emissions are direct GHG emissions that occur from sources controlled. Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat or cooling).

In the case of the CEO, the variable amount that was set at 80% of fixed remuneration would increase by 2% for each 1% increase above the targets up to a maximum amount of 150% of the target base (although an evaluation of 200% could be achieved for each target). Variable remuneration would decrease by 5% for each 1% decrease below the targets. In the case of the Executive Director, the variable amount that was set at 70% of fixed remuneration would increase by 2% for each 1% increase above the targets up to a maximum amount of 150% of the target base (although an evaluation of 200% could be achieved for each target). Variable remuneration would decrease by 5% for each 1% decrease below the targets. 62.5% of the variable remuneration to be received by the CEO would be paid in cash and 37.5% via the delivery of RSUs.

The bonus payout accrued in 2022 (which will be paid in February 2023) measured according to the parameters of the remuneration scheme was 118.9%: i) 104,5% fulfilment of the adjusted operating profit, entitling to a 109.1% payout on this target (ii) 103.7% of adjusted operating cash flow compliance which entitles to a 107.3% payout on this objective and 200% payout related to the achievement of three of the four ESG objectives (diversity, code of ethics and H&S) and 111.41% payout related to the achievement of the decarbonisation objective. In addition, the Executive Director received 37.5% of his annual variable remuneration for 2022 in the form of RSUs.

The average Applus share price in the 60 days preceding the date of award of the RSUs was used to calculate the number of RSUs to be awarded in both cases. Each RSU will vest for one Applus share and 30%, 30% and 40% of the RSUs will vest after one, two and three years respectively following their award date, subject to remaining in employment at the vesting date.

Regaridng the long-term variable remuneration, the CEO and CFO would receive PSUs annually for a maximum amount of 90% and 50% of their fixed remuneration. The number of PSUs that would vest would have a value ranging from 0% to 150% of the target number of PSUs depending on the level of achievement of the targets, although it was possible for each target to achieve an evaluation ranging from 0% to 200%. The value of each PSU would be equivalent to the Company's average share price in the 60 days preceding the date of award.

The PSUs awarded in each financial year would vest as shares in a period of three years following their award date with a value ranging from 0% to 135% of the fixed remuneration of the former CEO and from 0% to 75% of the fixed remuneration of the Executive Director, depending on the level of achievement of those targets.

The quantitative targets that contributed to the Company's short- and long-term results will be taken into account for the vesting of the PSUs: target based on the relative total shareholder return over a three-year period, where the Company's TSR will be compared to an unweighted index made up of a group of comparable companies (40% of the total number of PSUs awarded each year). 100% of the PSUs will vest if the TSR result is 1.67% per annum cumulatively higher than the index. 0 PSUs have vested for this parameter for the 2019-2021 period; and a target for the adjusted earnings per share reported by Applus cumulatively over three years (60% of the total number of PSUs awarded each year). The evaluation of the EPS target for this period was 200%. Therefore, 120% of the PSUs associated with this LTI have been vested.

Clawback caluses are contemplated for both sistems.

B.4 Report on the result of the consultative vote of the shareholders at the general meeting on the annual report on remuneration for the previous financial year, stating the number of abstentions and negative, blank and affirmative votes cast in respect of such report:

Number % of total
Votes cast 90,844,293 63.52%
Number % of votes cast
Negative votes 3,153,659 3.47%
Votes in favour 86,740,810 95.48%
Blank votes 0 0%
Abstentions 949,824 1.05%
Comments

B.5 Explain how the fixed components accrued and consolidated during the financial year by the directors in their capacity as such have been determined, their relative proportion for each director and how they have varied with respect to the previous year

The Board of Directors determined the exact amount to be paid within the limit approved at the General Meeting, as well as the specific remuneration of the directors in their capacity as such during the previous financial year, upon a proposal from the ARC, within the limits set by the shareholders at the General Shareholders' Meeting and within the framework of the bylaw-mandated remuneration scheme, as described in section B.1.1.

The Board of Directors approved a 10% increase to the remuneration of the directors in their capacity as such (including the remuneration of the Chairperson of the Board of Directors) and maintained the remuneration for the members and chairpersons of the Board's Committees with effect from 24/02/2022. The total remuneration received by the directors in their capacity as such during financial year 2022 was EUR 951,831.

The members of the Board of Directors therefore received the following annual fixed remuneration in their capacity as such in financial year 2022:

  • Chairperson of the Board of Directors: EUR 271,205.
  • Members of the Board of Directors other than its Chairperson: EUR 65,089.
  • Chairperson of any Board Committee: EUR 30,000 per Committee.
  • Members of any Board Committee other than its Chairperson: EUR 20,000 per Committee.

It is stated for the record that the proprietary directors (there are currently none and none are expected to join), the former CEO and the Executive Director did not receive any remuneration for their position on the Board of Directors or membership of any of its Committees.

Therefore, when comparing the fixed components accrued and consolidated by the directors in their capacity as such in 2022 as opposed to 2021, the fixed components accrued and consolidated in 2022 increased compared to 2021 due to the increase in remuneration in 2022.

The relative proportion of the fixed components of each director in terms of the total remuneration of the directors in their capacity as such was as follows: Mr Christopher Cole 31.6% (decreasing from 33.4% in 2021), Mr Ernesto Mata 8.9% (decreasing from 9.5% in 2021), Mr Nicolás Villen 10% (decreasing from 10.7% in 2021), Ms Cristina Henriquez 8.9% (decreasing from 9.5% in 2021), Ms Mª Jose Esteruelas 11% (increasing from 9.8% in 2021), Ms Essimari Kairisto 8.9% (decreasing from 9.1% in 2020), Ms Marie-Françoise Damesin 9.5% (increasing from 1.2% in 2021) and Mr Brendan Connolly 11% (increasing from 1.5% in 2021).

B.6 Explain how the salaries earned and consolidated, during the year ended, by each of the executive directors for the performance of management functions have been determined, and how they have varied with respect to the previous year.

The salary accrued and consolidated in financial year 2022 for the former CEO corresponds to what was agreed at the General Shareholders' Meeting in the Remuneration Policy (i.e., EUR 750,000), calculated until his resignation on 27/06/2022 (i.e., EUR 368,750), which is lower than the salary accrued and consolidated in financial year 2021 due to his resignation during the financial year. The benefits correspond to what was agreed at the General Shareholders' Meeting in the Remuneration Policy (i.e., a maximum amount of EUR 112,500), calculated until his resignation on 27/06/2022 (i.e., a maximum amount of EUR 55,312.50), which decreased compared to financial year 2021 due to his resignation during the financial year (although it had increased as a result of the new Policy approved in 2022).

In turn, following his resignation as a director and until the termination of his senior management contractual relationship with the Company, the former CEO accrued and consolidated the following salary in financial year 2022 for the performance of senior management duties: annual fixed remuneration of EUR 381,250 in cash, and other benefits in kind up to a maximum amount of EUR 57,187.50.

Likewise, the salary of the current Executive Director accrued and consolidated in financial year 2022 was pro-rated on the terms of the Policy approved in 2022 until his appointment as CEO (after his position as CFO), (i.e., EUR 482,000, which is higher than the salary accrued and consolidated in financial year 2021 due to the new Policy approved in 2022 and his new appointment as CEO. The benefits accrued and consolidated in financial year 2022 were pro-rated, on the terms of the Policy approved in 2022 until his appointment as CEO (in his position as CFO), and following his appointment as CEO, on the terms of his new contract as reflected in the amended Policy submitted for approval at the 2023 General Shareholders' Meeting (i.e., a maximum amount of EUR 72,300.34), which increased compared to financial year 2021 due to the new Policy approved in 2022 and his new appointment as CEO.

B.7 Explain the nature and main features of the variable components of the remuneration schemes accrued and consolidated during the last financial year.

In particular:

  • a) Identify each remuneration scheme that has determined the different items of variable remuneration accrued by each director during the last financial year, including information on their scope, date of approval, implementation date, conditions for vesting if any, accrual and validity periods, criteria that have been used to evaluate performance and how it has impacted on the setting of the accrued variable amount, as well as the measurement criteria used and the period required to be able to properly measure all the stipulated conditions and criteria, explaining in detail the criteria and factors applied in terms of the time required and the methods to verify that the performance or other conditions to which the vesting of each component of variable remuneration was linked have been actually met.
  • b) In the case of schemes involving share options or other financial instruments, the general features of each plan are to include information on the conditions for acquiring unconditional ownership thereof (consolidation) and for being able to exercise said options or financial instruments, including the price and exercise period.
  • c) Refer to each director and their classification (executive director, proprietary external director, independent external director or other external directors), if they are beneficiaries of remuneration schemes or schemes that incorporate variable remuneration.
  • d) If applicable, report on the established payment accrual, vesting or deferral periods of consolidated amounts that have been applied and/or periods for withholding/non-disposal of shares or other financial instruments, if any.

Explain the short-term variable components of the remuneration schemes

There were only short-term variable remuneration components in favour of the former CEO and the current Executive Director. These components consist of an annual variable remuneration scheme approved in 2022.

This variable remuneration scheme has the following terms and conditions, including its scope, accrual and validity periods, consolidation conditions, criteria used to evaluate performance and reflection thereof in the setting of the accrued variable amount, and criteria and measurement periods, describing criteria and factors applied as per the time required and the methods to verify effective fulfilment of the conditions, as well as the amounts accrued in 2022.

Annual variable remuneration:

The annual variable remuneration of the former CEO and the current Executive Director consisted of an annual variable amount, payable in cash and through the award of rights over Applus shares known as restricted stock units ("RSUs"), linked to the achievement of targets (55% for adjusted operating profit (AOP), 30% for the Group's adjusted operating cash-flow (AOCF) and 15% for four ESG targets). The ESG are described below.

The Company believes that these metrics can provide additional information regarding the evaluation of the Group's financial performance and liquidity and that they are aligned with the indicators commonly used by analysts who cover the Company's industry and investors. The approved AOP target for 2022 was EUR 186,142 thousand (at the applicable exchange rate), the AOCF was EUR 221. EUR 221,282 thousand (at the applicable exchange rate) and the ESG targets were: (i) 3.75% Diversity (% of vacancies and new hires, of Group senior management positions -Management Tier 1 and Tier 2 - and Corporate positions approved from 1 January 2022- filled by women in 2022); (ii) 3.75% Health and safety (frecuency of injuries resulting in sick leave - number of injuries resulting in sick leaves; fatal accidents, permanent disabilities and work days lost- per 200. 000 working hours in 2022; (iii) 3.75% Code of Ethics training (% of registered employees who have completed their Code of Ethics training - introduction and refresher - in 2022; (iv) 3.75% Decarbonisation (number of tonnes of CO2 equivalent - tCO2 eq - emitted in 2022 - scopes 1 and 2). CO2 equivalent emissions are understood as greenhouse gases (GHG) produced, directly or indirectly, and released into the atmosphere from the company's activities. Scope 1 emissions are direct GHG emissions that occur from sources controlled or owned by an organisation. Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat or cooling). The target payment shall be calculated as a linear interpolation between the target (100% target payment) and the maximum threshold (200% target payment) or as a linear interpolation between the target (100% target payment) and the minimum threshold (50% target payment). The ESG targets have been calculated taking into account the perimeter as at 1 January 2022. Acquisitions are not included.

The different thresholds for (i) diversity; (ii) H&S; (iii) decarbonisation; and (iv) Code of Ethics training targets are as follows. The minimum thresholds are 25%, 0.95%, 58.695 and 95%, respectively. The target corresponding to 100% of the payout is 30%, 0.92%, 55,900tCO2 (scope 1 and 2) and 97%, respectively. The maximum threshold corresponding to 200% of the payout is 35%, 0.89%, 53.105 and 99%, respectively.

In the case of the former CEO, the variable amount would increase by 2% for each 1% increase above the targets and decrease by 5% for each 1% decrease below the targets. The target base for the variable remuneration was set at 80% of the fixed cash remuneration with a maximum amount of 150% of the target base, with the possibility of 200% achievement for each target, and a minimum amount of EUR 0. In terms of the Executive Director, the variable amount would increase by 2% for each 1% increase above the targets and decrease by 5% for each 1% decrease below the targets. The target base for the variable remuneration was set at 70% of the fixed cash remuneration with a maximum amount of 150% of the target base, with the possibility of 200% achievement for each target, and a minimum amount of EUR 0. In addition, the former CEO and the Executive Director received 37.5% of their annual variable remuneration for 2022 in the form of RSUs (the remaining 62.5% was in cash). The bonus payout accrued in 2022 (which will be paid in February 2023) measured according to the parameters of the remuneration scheme was 118.9%: i) 104,5% fulfilment of the adjusted operating profit, entitling to a 109.1% payout on this target (ii) 103.7% of adjusted operating cash flow compliance which entitles to a 107.3% payout on this objective and 200% payout related to the achievement of three of the four ESG objectives (diversity, code of ethics and H&S) and 111.41% payout related to the achievement of the decarbonisation objective. In addition, the Executive Director received 37.5% of his annual variable remuneration for 2022 in the form of RSUs.

The actual amount of the annual variable remuneration was approved by the Board of Directors upon a proposal from the ARC, which was responsible for assessing in detail the degree of achievement of the targets with a sufficient verification thereof. Concerning such verification, the adjusted operating profit and adjusted operating cash flow were taken based on Applus' annual accounts after their preparation, review and reporting by the Company's auditor, as well as the requirements and verifications that the NRC deemed appropriate for the ESG targets. The assessment found the achievement of the adjusted operating profit target, the adjusted operating cash flow target and the ESG targets for 2022.

The average Applus share price in the 60 days preceding the date of award of the RSUs was taken into account to determine the number of RSUs to be delivered. RSUs are awarded each year on the day on which the Board approves the annual results of Applus and the amount of the annual variable remuneration. Specifically, the RSUs corresponding to financial year 2022 were awarded in February 2023.

Each RSU will vest for one Applus share and 30%, 30% and 40% of the RSUs will vest after one, two and three years respectively following their award date, subject to remaining in employment at the vesting date (30% of the RSUs for 2022 will vest for shares in February 2024, another 30% in February 2025 and the remaining 40% in February 2026).

If the Participant's termination of services is due to any of the following events: (i) mortis causa, (ii) permanent disability, (iii) good leaver (defined as (a) retirement; (b) the Participant's position or employment being with a company that ceases to be a member of the Applus Group or relating to a business or part of a business that is transferred to a person or entity who is not a member of the Applus Group; and (c) any dismissal by the Company except in the event of a disciplinary dismissal classified as fair by a court in a definitive judgement or not challenged by the Participant); or (iv) change of control (defined as (i) a merger, consolidation, acquisition or other transaction as a result of which securities carrying more than 50% of the total combined voting rights of the outstanding securities of the Company are transferred to a person or persons other than the persons who held such securities immediately prior to the change of control; (ii) the sale, transfer or other disposal of all or substantially all of the Company's assets as part of the complete liquidation or dissolution of the Company; or (iii) the acquisition by a third party (natural or legal person), either individually or acting in concert with others, of a controlling interest in the Company under article 4 of Royal Decree 1066/2007 of 27 July 2007 on takeover bids in its applicable form at any time), then all RSUs awarded under the RSU plan that have not accrued on the date on which the event takes effect would automatically accrued on that date. In the event of a change of control, the accrued RSUs would be settled by a cash payment on the date of the change of control.

If inaccuracies in the information used as a basis to award the variable cash remuneration and the RSUs were established by a certified auditor and confirmed by the Board of Directors, the Company would have the right, for three years following the payment of the variable cash remuneration and the RSUs or the vesting of the RSUs, respectively, to claim back the amount (net of any withholding tax or levy) of the variable cash remuneration, the net amount of the RSUs and the net amount of the shares vested pursuant to accrual of the RSUs, as applicable, actually received as a result of such inaccuracies.

Upon a favourable proposal from the ARC, the Board could increase the result of the mathematical calculation of annual variable remuneration if (i) it is duly justified, (ii) the increase will be for a maximum amount of 50% of the target base (in cash and RSUs) and (iii) the final total amount of the annual variable remuneration after any increase will not exceed the target base (in cash and RSUs). This decision would be published ex-post annually in the Annual Remuneration Report. This capacity shall not apply to the annual variable remuneration accrued in 2022.

Explain the long-term variable components of the remuneration schemes

The former CEO and the current Executive Director were the only members of the Board entitled to long-term variable remuneration approved at the 2016 General Shareholders' Meeting.

This incentive plan has the following terms and conditions, including its scope, accrual and validity periods, consolidation conditions, criteria used to evaluate performance and the reflection thereof in the setting of the accrued variable amount, and criteria and measurement periods, describing criteria and factors applied as per the time required and the methods to verify effective fulfilment of the conditions, as well as the amounts accrued in 2022.

Long-term incentive plan:

The long-term incentive plan (which started in 2016 under the then-applicable Remuneration Policy) means that the former CEO and the Executive Director will receive performance stock units ("PSUs") annually, each one of which will vest as one share in the Company three years after the award date based on the level of achievement of certain parameters.

The targets of the long-term incentive plan were reviewed and updated in light of the targets and challenges established in the 2022-2024 strategic plans, feedback from investors and proxy-advisors and Applus' ESG commitments. The amounts of the long-term incentive for the former CEO and the Executive Director were also updated following the remuneration report prepared by Mercer Consulting in 2021, taking into account salary benchmarking, the need to retain and motivate them and the new strategic targets incorporated for purposes of achievement of the incentive. The targets established for purposes of achievement of the long-term incentive for the former CEO and the Executive Director were the same targets established for the senior managers who are also entitled to receive this incentive.

Under this plan, the former CEO received PSUs annually for an amount in principle equivalent to 90% of his fixed remuneration (EUR 675,000) and the Executive Director received PSUs annually for an amount in principle equivalent to 50% of his fixed remuneration (EUR 180,000), although those amounts might ultimately fluctuate depending on the level of achievement of the parameters referred to below. The number of accrued PSUs would have a value ranging from 0% to 150% of the target number of PSUs, depending on the level of achievement of the targets. However, it was possible for each LTI target to represent an achievement value ranging from 0% to 200%.

The value of each PSU is equivalent to the Company's average share price in the 60 days preceding the PSU award date. PSUs are awarded each year on the day the Board of Directors approves Applus' annual results. It was possible to adjust the number of PSUs to be awarded to the former CEO and the Executive Director during each financial year if their fixed remuneration was amended. However, the day on which the Board of Directors approves the results of the relevant year is taken as the day on which the additional PSUs are awarded.

The PSUs awarded in each financial year would be converted into shares within three years from the date of award if the targets described below are achieved. The number of PSUs to be converted would have a value ranging from 0% to 135% of the fixed remuneration of the former CEO and between 0% and 75% of the fixed remuneration of the Executive Director, depending on the level of achievement of such targets during the three years before conversion, so that such conversion corresponds to professional performance during each three-year period.

The ARC is responsible for assessing in detail the degree of compliance with the criteria and objectives established for the vesting of the incentive plan. Therefore, for the evaluation of the February 2022 incentive plan, and to perform a sufficient verification of such compliance, the ARC asked PWC to provide an independent report evaluating the TSR benchmark, and also used the annual accounts of Applus after their formulation, and their review and issuance of the report by the Company's auditor, to assess the EPS.

The following quantitative targets would be taken into account for the conversion of PSUs:

(a) A target based on the relative total shareholder return ("TSR") over a three-year period, where the Company's TSR is compared to an unweighted index made up of a group of eight comparable companies within the inspection and certification industry. These companies are SGS, Bureau Veritas, Intertek, Eurofins Scientific, Core Laboratories, ALS, Team Industrial Services, Mistras. The Board of Directors could amend the group of companies used to determine the LTI, subject to approval and communication of the relevant amendment before the award of the relevant LTI. The index is the result of calculating the annualised TSR based on the average TSR of the eight comparable companies.

This parameter would represent 40% of the total number of PSUs awarded each year.

Out of this 40%, 50% of the PSUs would be converted into shares if the annualised TSR figure for Applus was equal to the index and 200% of the PSUs would be converted into shares if that annualised Applus figure was cumulatively 5% per annum higher than the index. Between the index value and the TSR value providing entitlement to conversion into shares of 200% of the PSUs, the conversion would be made according to a linear interpolation between these two values. As a result, 100% of the PSUs would vest if Applus' annualised TSR result was cumulatively 1.67% per annum higher than the index. If the TSR figure was below the index, no PSUs would accrue in respect of this target. For the 2019-2021 period, 0 PSUs vested for this parameter.

(b) A target for the adjusted earnings per share ("EPS") reported by Applus cumulatively over three years.

This target would represent 60% of the total number of PSUs awarded each year.

The Board of Directors would establish specific thresholds for this parameter, and the target PSUs would be converted into shares upon achievement thereof. The maximum number of PSUs that could be converted into shares was 200% of the target PSUs.

If the EPS figure was below the threshold for entitlement to conversion of 60% of the PSUs into shares, no PSUs would vest in respect of this parameter. The evaluation of the EPS target for this period was 200%, were vested for 120% PSUs of the LTI.

The ESG and ROCE targets would be communicated ex-post in the Annual Remuneration Report. However, those targets for the 2022-2024 LTI were those already communicated with the strategic plan and together with the Policy.

The evaluation of all the targets under the incentive plan would be included in the Annual Remuneration Report.

The Company believes that these metrics can provide additional information regarding the evaluation of the Group's financial performance and liquidity and that they are aligned with the indicators commonly used by analysts who cover the Company's industry and investors.]

If the contractual relationship between the Participant and the Group ends in any of the following circumstances: (i) mortis causa; (ii) permanent disability; (iii) retirement; (iv) the Participant having a position or employment at a company that ceases to be a member of the Applus Group or relating to any business or part of a business that is transferred to a person or entity who is not a member of the Applus Group; or (v) any termination of contract by the Company except in the event of a disciplinary dismissal classified as fair by a court in a definitive judgement or not challenged by the Participant, then the Appointments and Remuneration Committee will establish the number of shares accrued on the following terms: (a) performance conditions will be deemed 100% fulfilled; and (b) a pro-rated reduction will be applied in respect of the relevant number of shares, based on the period elapsed between the award date and the date of that termination in relation to a three-year period.

Similarly, in the event of a change of control (defined as (i) a merger, consolidation, acquisition or other transaction as a result of which securities carrying more than 50% of the combined voting rights of the outstanding securities of the Company are transferred to a person or persons other than the persons who held such securities immediately prior to the change of control; (ii) the sale, transfer or other disposal of all or substantially all of the Company's assets as part of the complete liquidation or dissolution of the Company; or (iii) the acquisition by a third party (natural or legal person), either individually or acting in concert with others, of a controlling interest in the Company under article 4 of Royal Decree 1066/2007 of 27 July 2007 on takeover bids in its applicable form at any time), then the Appointments and Remuneration Committee would notify the Participant, as soon as practicable after becoming aware of said circumstance or any relevant proposal, that all the PSUs would be automatically subject to early accrual on the date of the change of control, in the event that they have not yet accrued. In the event of a change of control, the accrued PSUs would be settled in cash on the date of the change of control.

The accrued PSUs would not be reduced in proportion to the time elapsed since the date of their award and the performance conditions would be deemed 100% fulfilled. If the Participant lost their status as a director or employee of the Group upon the change of control, the change of control rule would be applied.

If inaccuracies in the information used as a basis to award the PSUs or shares pursuant to accrual of PSUs were established by a certified auditor and confirmed by the Board of Directors, the Company would be entitled, for a period of three years after the award of the PSUs or the accrual of the PSUs respectively, to claim the amount (net of any withholding tax or levy) of the PSUs and the net amount of the shares accrued under the PSUs, as applicable, actually received as a result of such inaccuracies.

B.8 State whether certain accrued variable components have been reduced or reclaimed (malus/clawback), when payment of non-vested amounts has been deferred in the former case, or consolidated and paid in the latter case, based on information that has later been clearly proven to be inaccurate. Describe the amounts reduced or returned due to the application of malus/clawback clauses, why they have been enforced and the financial years to which they correspond.

There was no reduction or reclaiming of any accrued variable component in financial year 2022, as no inaccuracy was identified in the information used for purposes of calculation thereof.

B.9 Explain the main features of the long-term savings schemes whose annual equivalent amount or cost is included in the tables in Section C, including retirement and any other survival benefit, either partially or wholly financed by the company and whether funded internally or externally, stating the type of scheme, whether it is defined-contribution or defined-benefit, the contingencies it covers, the conditions for consolidation of economic rights in favour of directors, and the compatibility thereof with any class of indemnity for early termination or cessation of the contractual relationship between the company and the director.

The former CEO of the Company was entitled to receive an annual pension plan contribution under the provisions of the Remuneration Policy. The pension plan is a defined contribution system whose annual amount is the difference between 15% of the director's annual fixed cash remuneration and the amount of benefits actually received during the financial year. The former CEO was able to choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wanted to reduce his fixed remuneration to invest the same amount in a pension plan. The only limitation or restrictive condition for the enjoyment of the pension plan by the executive director is that it must be implemented in accordance with applicable Spanish law. The plan is compatible with payments arising from the termination of the contractual relationship between the executive director and Applus.

Also under the provisions of the Remuneration Policy, the Company's current Executive Director had the option of receiving an annual contribution to his pension plan during the financial year, which would have a maximum total cost equal to 15% of his fixed remuneration, also choosing each year the amount to allocate to each benefit, including the aforementioned pension plan, in any event subject to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wanted to reduce his fixed remuneration to invest the same amount in a pension plan. The pension plan was configured as a defined contribution system and the only limitation or restrictive condition for its enjoyment is that it must be implemented in accordance with applicable Spanish law. The plan is compatible with the payments arising from the termination of the contractual relationship between the executive director and Applus.

The amount contributed to the plan in 2022 is shown in section B.1.1 above.

B.10 Explain, if applicable, the indemnities or any other class of payment arising from early cessation, whether at the will of the company or the director, or from the termination of the contract on the terms provided therein, accrued and/or received by the directors during the last financial year.

In addition to its remuneration-related obligations, Applus committed to the following payments, indemnities and covenants vis-à-vis the former CEO and the Executive Director:

(i) Exclusivity: The former CEO and the Executive Director had an exclusivity obligation vis-à-vis the Company as described in the following sub-section, which was not specifically remunerated.

(ii) Termination: The former CEO and the Executive Director were not entitled to any consideration as a result of the mere termination of their agreement, except as provided for in the post-contractual non-compete agreement.

However, if the former CEO and the Executive Director or the Company failed to comply with the notice period (six months), the other party would be entitled to compensation equivalent to the fixed remuneration of the former CEO and of the Executive Director for the duration of the breached notice period.

(iii) Post-contractual non-compete: The former CEO and the Executive Director were not to engage in competition with the Company or any company of the Applus group. The noncompetition undertaking from the former CEO and the Executive Director had a duration of two years from the termination of their respective contracts. In return, the former CEO and the Executive Director would be entitled to receive an amount equal to twice the annual fixed cash remuneration received in the last year before the termination of the contract, to be paid during the 24 months following such termination in equal monthly instalments. After the termination of the contract of the then CEO, he began to receive this compensation. This amount would be reduced by any amount that the Company is required pay to the former CEO and the Executive Director as statutory indemnity (which may arise from the application of the corresponding legal rule) for the termination of the contract, so that the total amount to be received by the former CEO and the Executive Director after the termination of the contract is in no case more than twice the annual fixed remuneration received in the last year before the termination of the contract. If the former CEO and the Executive Director breached this commitment and competed with the Company or any group company, they would have to return the amounts paid by the Company in compensation for the non-compete covenant. Termination payments for the former CEO and the Executive Director complied with the provisions of the Good Governance Code for Listed Companies and protected the Group through a two-year post-contractual non-compete agreement.

In January 2023, the former CEO, Mr Fernando Basabe, leaves the Company, receiving in that year the cash amount of the accelerated vesting of the outstanding RSUs, the cash payout of the bonus accrued in 2022 in accordance with the fulfilment of the established performance conditions, the vesting of the number of PSUs of the 2020-2022 long-term incentive that accrue in accordance with the established performance conditions and the associated dividends. In 2024 and 2025, a number (or none) of the long-term incentive PSUs would vest in accordance with the terms agreed between Mr Fernando Basabe and the Company.

B.11 State whether there have been significant amendments to the contracts of those performing senior management duties as executive directors and explain them, if applicable. Also explain the main terms and conditions of new contracts signed with executive directors during the financial year, unless already explained in section A.1.

During financial year 2022, upon the approval of the new Policy, the terms and conditions of the CEO were, in addition to those relating to remuneration in accordance with the relevant parts of sections A.2 and B.2, are as follows:

  • (i) Term: the contracts of the former CEO and the Executive Director were indefinite but could be terminated for any reason and at any time, with no indemnity for termination. The reason for this is that any statutory sum payable for termination would be discounted from the non-compete payment keeping this agreement fully in force. This clause was approved as part of the non-compete provisions between the Company and the former CEO and the Executive Director.
  • (ii) Exclusivity: while performing executive duties, the former CEO and the Executive Director were not to have any direct or indirect interest in any other business or activity that could entail a conflict of interest regarding their duties and responsibilities in the Company or concerning the activity of the Company and the Applus group.
  • (iii) Termination: the contracts with the Executive Directors may be terminated at any time at the discretion of the relevant executive director or of the Company, subject to written notice being provided to the other party (six months). If an Executive Director or the Company failed to comply with the notice requirement, the other party would have the right to receive compensation equivalent to the fixed remuneration of the executive director in concerned corresponding to the duration of the unobserved notice period.
  • (iv) Post-contractual non-compete: see above. Competition would be interpreted as the provision of any type of service, on one's own account or on behalf of others, whether in executive or advisory functions, or the direct or indirect promotion of the creation of companies or entities that will develop a competing business, as well as the holding of any stakes in such companies or entities. A competing business would be interpreted as any activity which, at the time of termination of the contract of the former CEO or the Executive Director, is being carried on by any group company or which it is planned to commence within the following 12 months. Furthermore, the former CEO and the Executive Director were not to engage or participate in the engagement of employees who, at the time of termination of their contract or within the preceding 12 months, are or have been employed by the Company or any group company. This non-compete agreement was binding, meaning that the Company could not abandon its payment undertakings and the former CEO and the Executive Director could not compete and waive their right to be paid.
  • (v) Shareholding retention: the former CEO and the Executive Director would hold 1/3 of the net number of shares that they received each year, by way of vesting of all RSUs and PSUs, until they accumulated a number of shares whose value (calculated with the value of the shares on the award date) was equal at least to twice their net fixed remuneration. Thereafter, they would hold shares with a value corresponding at least to twice their net fixed remuneration. This commitment would cease in the event of termination of their services to the Group or in the event of a change of control.
  • (vi) Supplementary pension or early retirement schemes: the former CEO and the Executive Director would not have supplementary pensions or early retirement schemes, but they would be entitled to the Company's pension plan contributions under the terms described in section A.1.1.

The Executive Director's contract will contain the conditions set out in sections A.1.8 and A.1.9 above and his remuneration will be as set out in sections A.1.1 and A.1.2.

B.12 Explain any supplementary remuneration accrued by the directors as consideration for services provided other than those inherent to their position.

The directors did not provide services other than those inherent to their position in financial year 2022, and therefore no additional remuneration was accrued in this respect.

B.13 Explain any remuneration arising from the grant of advances, loans and guarantees, stating the interest rate, the essential features thereof and any amounts reimbursed, as well as the obligations assumed under the guarantee.

No remuneration has accrued for these items and no obligation of this nature was assumed in financial year 2022.

B.14 Describe the remuneration in kind accrued by the directors during the financial year, briefly explaining the nature of the different salary components.

Remuneration in kind is reserved to the former CEO and the Executive Director. Under the Remuneration Policy, the former CEO would receive other benefits with a maximum cost equal to 15% of the annual fixed remuneration in cash. In addition, each year the Company would contribute an amount equal to the difference between the aforementioned 15% of the Executive Director's fixed remuneration and the cost of the benefits actually received in that year to the Executive Director's pension plan. The former CEO was able to choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wanted to reduce his fixed remuneration to invest the same amount in a pension plan.

Under the provisions of the Remuneration Policy, the Executive Director would receive other benefits with a maximum cost equal to 15% of his annual fixed cash remuneration, which might include, among other items, a pension plan contribution of his choice. The Executive Director was able to choose each year the amount to allocate to each benefit, subject in any event to the maximum cost equal to 15% of his fixed cash remuneration, and whether he wanted to reduce his fixed remuneration to invest the same amount in a pension plan.

In financial year 2022, the former CEO accrued benefits as remuneration in kind in his position as CEO until his resignation on 27/06/2022, with a total cost of benefits received of EUR 55,312.50, including an amount of EUR 39,646.50 destined towards pension plan contributions. In turn, following his resignation as a director and until the termination of his senior management contractual relationship with the Company, he accrued benefits as remuneration in kind with a total cost of EUR 57,187.50, including EUR 36,259.50 destined towards pension plan contributions. The benefits include the use of a company vehicle and fuel, medical insurance for him and his family (including an annual check-up for him and his wife), and life insurance (with an indemnity of EUR 150,000 in the event of death or permanent disability and of EUR 300,000 in the event of accidental death).

In financial year 2022, the Executive Director accrued benefits as remuneration in kind, prorated until his appointment as CEO (in his position as CFO under the Policy approved in 2022) and following his appointment as CEO, on the terms of his new contract as reflected in the amended Policy that is submitted for approval at the 2023 General Shareholders' Meeting, with a total cost of benefits received of EUR 72,300.34. These benefits include the use of a company vehicle and fuel, medical insurance for him and his family (including an annual check-up for him and his wife) and life insurance (with an indemnity of EUR 608,015 in the event of death or permanent disability and of EUR 1,216,030 in the event of accidental death), membership and professional association fees, and a gross amount of EUR 1,500 to the Executive Director's pension scheme.

B.15 Explain the remuneration accrued by the director under payments made by the listed company to a third-party entity in which the director provides services, when said payments are intended to remunerate the services thereof within the company.

No such payments were made in financial year 2022.

B.16 Explain and detail the amounts accrued during the year in relation to any other remuneration item other than those listed above, whatever its nature or the group entity paying it, including all benefits in any form, such as when it is considered a related-party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director, explaining the amount granted pending payment, the nature of the consideration received and the reasons why it would have been considered, where appropriate, that it does not constitute remuneration to the director in his capacity as such or in consideration for the performance of his executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued under "other items" in section C.

During financial year 2022, the former CEO accrued a cash supplement of EUR 7,134 corresponding to a cash payment linked to the benefits to bring the currently received benefits into line with the agreement reached at the time the former CEO was hired. This supplement is associated with the corresponding benefits, and it would not be received if said benefits disappeared. This cash amount of EUR 7,134 is shown in Table C1 of this report under the "Other items" section of the company's remuneration accrued in cash and is included in the cost of the benefits actually received by the former CEO, excluding pension scheme contributions.

Similarly, a cash supplement of EUR 49,689.63 accrued to the Executive Director during financial year 2022, corresponding to a cash payment which constitutes part of the 15% fixed remuneration to be received as benefits. This supplement is linked to the corresponding benefits, and would not be received if these benefits disappeared. This cash amount of EUR 49,689.63 is reflected in table C1 of this report under the "Other items" section of the remuneration paid by the Company in cash and is included in the cost of the benefits actually received, excluding pension scheme contributions.

DETAILS OF INDIVIDUAL REMUNERATION CORRESPONDING TO EACH DIRECTOR

C

Na
m
e
C
i
f
ica
io
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t
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io
Ac
l p
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j
rn
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sa
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Ex
ive
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/
/
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/
Fr
0
1
0
1
2
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2
2
2
7
0
6
2
0
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2
to
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Jo
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ive
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Fr
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3
1
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1
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to
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0
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2
0
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3
1
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1
2
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2
0
2
2
to
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0
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1
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3
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1
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0
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1
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0
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to
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Fr
0
1
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1
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0
2
2
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1
1
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0
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2
to
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0
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om

Complete the following tables concerning the individual remuneration of each director (including remuneration for the performance of executive duties) accrued during the financial year.

Remuneration from the company covered by this report:

Remuneration accrued in cash (in thousands of €)

Na
m
e
d re
F
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m
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A
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Lo
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6
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6
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1
0
5
1,
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4
7
Jo
Am
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Ca
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0 0 0 4
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6
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6
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0
5
1
2

Comments

The accrued remuneration for the year t-1 includes the increase in remuneration approved by the Board of Directors effective from 24 February 2022 of 10% of the remuneration of the directors in their capacity as such (including the remuneration of the Chairperson of the Board of Directors), maintaining the remuneration for the members and chairpersons of the Committees of the Board.

The remuneration accrued for the following directors corresponds to the period of less than one year during which they were members of the Board of Directors and its Committees due to their appointment or resignation during the year:

  • Mr Fernando Basabe Armijo left the Board on 27 June 2022.

Additionally, Mr Joan Amigó Casas was appointed CEO effective from 28 June 2022, which has been taken into account in establishing his remuneration for financial year 2022 as explained in the foregoing sections. Ms Marie-Françoise Madeleine Damesin changed from member to chairperson of the Appointments and Remuneration Committee after her appointment effective from 1 July 2022.

Under the long-term incentive plan, in February 2022 Mr Fernando Basabe Armijo and Mr Joan Amigó received economic benefits equal to the value of the dividends that would have been paid on the gross PSUs awarded in 2019 vested in 2022, i.e. EUR 16,212.90 and EUR 2,102 respectively.

Mr Fernando Basabe Armijo, during his time as a director, and Mr Joan Amigó received a cash supplement included in the cost of the benefits actually received (EUR 7,134 and EUR 49,689.63, respectively).

Na
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len
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tru
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no
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f
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(
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)
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sc
me
6
6,
5
3
9
6
6,
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0 0 0 0 0 0 0 4
6,
6
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6
3
0
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ng

te
rm
inc
ive
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lan
p
1
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5
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7
7
0
0 0 8,
2
1
6
0 0 1
4
7,
0
8
2
1
4
7,
0
8
2

i) Table of movements in share-based remuneration schemes and net return on consolidated shares or financial instruments

Jo
an
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sa
s
F
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d
re
mu
ne
ra
ion
t
1
7,
8
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8
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1
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1
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9,
0
6
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0
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6
An
l
nu
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2
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2
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6,
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0 0 8,
2
1
6
0 0 8
8,
8
9
9

Comments

During the period that he was a director in financial year 2022, Mr Fernando Basabe Armijo accrued 54,770 PSUs under the long-term incentive plan, delivered in 2022 and subject to a three-year consolidation period. In addition, in February 2022 19,909 RSUs related to variable remuneration awarded in 2019, 2020 and 2021 vested (although the Applus shares were delivered net of taxes (i.e., 10,751 shares)), and 54,043 out of the gross 45,036 PSUs awarded in 2019 within the framework of the long-term incentive plan were also consolidated.

During financial year 2022 taking into account the period that he was CFO and Executive Director, the current Executive Director accrued: (i) 7,100 RSUs relating to fixed remuneration delivered in 2022, which were consolidated in financial year 2022; (ii) and 76,932 PSUs under the long-term incentive plan delivered in 2022, which have a three-year consolidation period. Additionally, in February 2022 5,838 RSUs relating to fixed remuneration awarded in 2019 vested (although the Applus shares were delivered net of taxes (i.e., 3,288 shares)), 8,013 RSUs relating to variable remuneration awarded in 2019, 2020 and 2021 vested (although the Applus shares were delivered net of taxes (i.e., 4,517 shares)), and 7,006 of the 5,838 PSUs awarded in 2019 within the framework of the long-term plan vested; the latter were also consolidated.

The price of the consolidated shares was: (i) EUR 8.216 for the RSUs relating to the fixed remuneration of the then CFO and for the PSUs awarded in 2019 that vested in 2022; and (ii) EUR 6,531 for the RSUs relating to variable remuneration (delivered in February 2023).

The number of shares held by members of the Board of Directors is publicly available on the Board of Directors page of the Company's corporate website.

Long-term savings schemes

Re
io
fo
l
i
da
io
f
in
t
t
m
un
er
a
n
r
co
ns
o
n
o
sa
g
s
v
he
ig
h
ts
sc
m
e
r
Fe
do
Ba
be
Ar
i
j
rn
an
sa
m
o
4
0
ó
Ca
Jo
Am
ig
an
sa
s
2
Co
i
io
tr
bu
t
n
n
(
ho
ds
t
us
an
o
in
f
in
ia
l y
by
an
c
ea
r
f

)
c
om
p
an
y
Am
f a
la
d
fu
ds
t o
te
ou
n
cc
um
u
n
Sa
in
v
g
s
i
l
da
te
d
co
ns
o
he
i
h
t
sc
m
es
w
ic
ig
h
ts
ec
on
om
r
Sa
in
he
v
g
s
sc
i
l
da
te
d
co
ns
o
ec
i
h
t
m
es
w
no
n
ic
ig
h
ts
on
om
r
(
)
ho
ds
f

t
us
an
o
F
in
ia
l y
an
c
ea
r
t-
1
F
in
ia
l y
t
an
c
ea
r
F
in
ia
l y
1
t-
an
c
ea
r
Na
m
e
F
in
ia
l
an
c
t
y
ea
r
F
in
ia
l y
t
an
c
ea
r
1
F
in
ia
l y
an
c
ea
r
t
Sc
he
i
h
t
m
es
w
i
l
da
te
d
co
ns
o
ic
ec
on
om
ig
h
ts
r
Sc
he
i
h
t
m
es
w
no
n
l
i
da
d
te
co
ns
o
ic
ec
on
om
ig
h
ts
r
Sc
he
i
h
t
m
es
w
i
l
da
te
d
co
ns
o
ic
ec
on
om
ig
h
ts
r
Sc
he
i
h
t
m
es
w
no
n
l
i
da
d
te
co
ns
o
ic
ec
on
om
ig
h
ts
r
Fe
do
Ba
be
rn
an
sa
Ar
i
j
m
o
4
0
4
3
0
0
2
0
4
0 1
6
4
0
ó
Ca
Jo
Am
ig
an
sa
s
2 2 0 0 8
8
0 8
6
0

Comments

Mr Fernando Basabe, in proportion to the period during which he was a director, and Mr Joan Amigó i Casas, taking into account the period during which he was CFO and Executive Director, received a pension plan contribution within the framework of the benefits received during the financial year, without prejudice to the provisional contribution received by Mr Fernando Basabe after his resignation as a director on 27 June 2022 in respect of his retention as a senior manager.

Details of other items

Na
m
e
I
te
m
Re
io
t
t
m
un
er
a
n
am
ou
n
Fe
do
Ba
be
Ar
i
j
rn
an
sa
m
o
Co
f
be
f
i
in
k
in
d:
l
f
t
ts
to
ta
t
s
o
ne
co
s
o
be
f
i
l
ly
ive
d
i
h
d
ts
tu
t
te
ne
ac
a
re
ce
w
p
ro
-ra
E
U
R
5
5,
3
1
2.
5
0
h
t
t
co
s
ca
s
am
ou
n

ia
d
he
i
h
E
U
R
1
3
4
te
t
t
7,
as
so
c
rew

i
bu
ion
he
ire
lan
E
U
R
tr
t
to
t
t
t
co
n
r
e
me
n
p
3
9,
6
4
6.
0.
5
9
Jo
Am
ig
ó
Ca
an
sa
s
Co
f
be
f
i
in
k
in
d:
l
f
t
ts
to
ta
t
s
o
ne
co
s
o
f
be
i
l
ly
ive
d
E
U
R
7
2,
3
0
0.
3
4
ts
tu
ne
ac
a
re
ce
h
ia
d
he
i
h
E
U
R
t a
te
t
t
ca
s
am
ou
n
ss
oc
rew

4
9,
6
8
9.
6
3.
i
bu
ion
he
ire
tr
t
to
t
t
t
co
n
re
me
n

lan
E
U
R
1,
5
0
0
p
2
1

Comments

Mr Fernando Basabe, in proportion to the period during which he was a director, and Mr Joan Amigó i Casas, taking into account the period during which he was CFO and Executive Director, received cash supplements related to benefits in kind, meaning that the cost of benefits in kind not covered in previous sections (i.e., excluding pension plan contributions) does not include these items, without prejudice to the proportional cash supplement received by Mr Fernando Basabe after his resignation as a director on 27 June 2022 in respect of his retention as a senior manager.

Remuneration paid to directors of the listed company as members of the governing bodies of the Company's subsidiaries:

Remuneration accrued in cash (in thousands of €)

Na
m
e
ixe
d re
F
io
t
m
un
er
a
n
A
t
te
da
n
fe
nc
e
es
Re
io
t
m
un
er
a
fo
n
r
be
h
ip
m
em
rs
f
bo
d
o
ar
i
t
te
co
m
m
es
Sa
lar
y
S
ho
t-
te
r
rm
ia
b
le
va
r
i
t
re
m
un
er
a
on
Lo
-te
ng
rm
ia
b
le
va
r
t
re
m
un
er
a
io
n
In
de
i
ty
m
n
O
he
t
r i
te
m
s
To
l
ta
f
in
i
an
c
l y
a
ea
r
t
To
l
ta
f
in
i
an
c
l y
a
ea
r
1
t-
Fe
do
Ba
be
Ar
i
j
rn
an
sa
m
o
0 0 0 0 0 0 0 0 0 0
ó
Ca
Jo
Am
ig
an
sa
s
0 0 0 0 0 0 0 0 0 0
C
hr
is
he
Co
le
to
p
r
0 0 0 0 0 0 0 0 0 0
Er
Ge
do
Ma
L
óp
to
ta
ne
s
ra
r
ez
0 0 0 0 0 0 0 0 0 0
ás
én
én
N
ico
l
V
i
l
l
J
im
ez
0 0 0 0 0 0 0 0 0 0
Ma
ía
Cr
is
ina
He
íq
de
t
r
nr
ue
z
Lu
Ba
i
i
t
na
sa
g
o
0 0 0 0 0 0 0 0 0 0
Ma
ia
Jo
é
Es
las
Ag
irr
te
r
s
ru
e
u
e
0 0 0 0 0 0 0 0 0 0
Es
im
i
Ka
ir
is
to
s
ar
0 0 0 0 0 0 0 0 0 0
Ma
ie-
Fr
ise
Ma
de
le
ine
r
an
ç
o
Da
in
me
s
0 0 0 0 0 0 0 0 0 0
Co
Br
da
W
De
k
l
ly
en
n
nn
e
re
nn
o
y
0 0 0 0 0 0 0 0 0 0
Jo
Am
ig
ó
Ca
an
sa
s
0 0 0 0 0 0 0 0 0 0
Co
ts
m
m
en

Table of movements in share-based remuneration schemes and net return on consolidated shares or financial instruments

Long-term savings schemes

Details of other items

a) Summary of remuneration (in thousands of €):

The summary must include the amounts corresponding to all remuneration items included in this report that the director has accrued, in thousands of euros.

Re
io
t
m
un
er
a
d
in
n
ac
cr
ue
he
Co
t
m
p
an
y
Re
io
d
in
ies
t
m
un
er
a
n
ac
cr
ue
g
ro
up
c
om
p
an
Na
m
e
To
l
h
ta
ca
s
io
t
re
m
un
er
a
n
Ne
t
tu
re
rn
on
l
i
da
te
co
ns
o
d
ha
s
re
s
or
f
in
ia
l
an
c
in
tru
t
s
m
en
s
Re
io
t
m
un
er
a
fo
in
n
r s
av
g
s
he
sc
m
es
Re
io
t
m
un
er
a
fo
t
he
n
r
o
r
i
te
m
s
Co
m
p
an
l
to
ta
y
f
in
ia
l
an
c
t
y
ea
r
To
l
h
ta
ca
s
io
t
re
m
un
er
a
n
Ne
t
tu
re
rn
on
l
i
da
te
co
ns
o
d
ha
s
re
s
or
f
in
ia
l
an
c
in
tru
t
s
m
en
s
Re
io
t
m
un
er
a
fo
in
n
r s
av
g
s
he
sc
m
es
Re
io
t
m
un
er
a
fo
he
t
n
r
o
r
i
te
m
s
Gr
ou
p
l
to
ta
f
in
i
an
c
l y
t
a
ea
r
Co
m
p
an
y
+
g
ro
up
l
to
ta
f
in
ia
l
an
c
t
y
ea
r
Fe
do
rn
an
Ba
be
sa
Ar
i
j
m
o
1,
1
0
5
0 4
0
9 1,
1
4
5
0 0 0 0 0 1,
1
4
5
Jo
an
Am
ig
ó
Ca
sa
s
8
0
7
1
6
4
2 2
1
9
9
4
0 0 0 0 0 9
9
4
C
hr
is
h
to
p
Co
le
er
3
0
1
0 0 0 3
0
1
0 0 0 0 0 3
0
1
Er
to
ne
s
Ge
do
ra
r
Ma
ta
óp
L
ez
8
5
0 0 0 8
5
0 0 0 0 0 8
5
N
ico
l
ás
V
i
l
l
én
J
im
én
ez
9
5
0 0 0 9
5
0 0 0 0 0 9
5
Cr
is
ina
t
He
íq
nr
ue
z
de
Lu
na
Ba
i
i
t
sa
g
o
8
5
0 0 0 8
5
0 0 0 0 0 8
5
Ma
ia
r
Jo
é
s
Es
la
te
ru
e
Ag
irr
s
u
e
1
0
5
0 0 0 1
0
5
0 0 0 0 0 1
0
5
Es
im
i
s
ar
Ka
ir
is
to
8
5
0 0 0 8
5
0 0 0 0 0 8
5
Ma
ie
r
Fr
ise
an
ç
o
Ma
de
le
ine
Da
in
me
s
9
0
0 0 0 9
0
0 0 0 0 0 9
0
Br
da
en
n
W
y
nn
e
De
k
re
Co
l
ly
nn
o
1
0
5
0 0 0 1
0
5
0 0 0 0 0 1
0
5
To
l:
ta
2,
8
6
3
1
6
4
4
2
3
0
3,
0
9
9
0 0 0 0 0 3,
0
9
9

Comments

C.2 Please describe the evolution over the last five years in the amount and percentage variation in the remuneration earned by each of the directors of the listed company during the year, the consolidated results of the company and the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.

To
l a
d
d
%
l v
ia
io
ta
ts
t
m
ou
n
a
cc
ru
e
an
a
nn
ua
ar
n
F
in
ia
l
an
c
t
y
ea
r
%
ia
io
t
va
r
n
/
t
t-
1
F
in
ia
l
an
c
t-
1
y
ea
r
%
ia
io
t
t
va
r
n
/
1
t-
2
F
in
ia
l
an
c
t-
2
y
ea
r
%
ia
io
t
t-
va
r
n
/
2
t-
3
F
in
ia
l
an
c
t-
3
y
ea
r
%
ia
io
t
t-
va
r
n
/
3
t-
4
F
in
ia
l
an
c
t-
4
y
ea
r
Ex
ive
D
ire
t
to
ec
u
c
rs
Fe
do
Ba
be
rn
an
sa
Ar
i
j
m
o
1,
1
5
4
-2
0.
0
3
%
1,
4
4
3
-2
3.
1
2
%
1,
8
7
7
-2
4
9
%
1,
9
2
5
3
6.
0
4
%
1,
4
1
5
Jo
Am
ig
ó
Ca
an
sa
s
9
9
4
9,
4
2
%
7
4
5
5
0.
0
0
%
4
5
5
8.
1
%
7
7
3
1
0
N
/
A
N
/
A
Ex
l
D
ire
te
to
rn
a
c
rs
C
hr
is
he
Co
le
to
p
r
3
0
1
7.
5
0
%
2
8
0
8.
1
1
%
2
5
9
-1
0.
0
7
%
2
8
8
1.
4
1
%
2
8
4
Er
Ge
do
Ma
to
ta
ne
s
ra
r
L
óp
ez
8
5
6.
2
5
%
8
0
8.
1
1
%
7
4
-7
5
0
%
8
0
-4
7
6
%
8
4
N
ico
l
ás
V
i
l
l
én
J
im
én
ez
9
5
6
%
5.
5
9
0
8.
4
3
%
8
3
8
%
-7
7
9
0
4.
6
%
5
8
6
Cr
is
ina
He
íq
de
t
nr
ue
z
Lu
Ba
i
i
t
na
sa
g
o
8
5
6.
2
5
%
8
0
8.
1
1
%
7
4
-7
5
0
%
8
0
0,
0
0
%
8
0
Ma
ia
Jo
é
Es
las
te
r
s
ru
e
Ag
irr
e
u
1
0
5
2
8.
0
%
5
8
2
1
0.
8
1
%
4
7
1
6
3
%
5.
6
4
N
/
A
N
/
A
Es
im
i
Ka
ir
is
to
s
ar
8
5
6.
2
5
%
8
0
8.
1
1
%
7
4
2
7.
5
9
%
5
8
/
N
A
/
N
A
Ma
ie-
Fr
ise
r
an
ç
o
Ma
de
le
ine
Da
in
me
s
9
0
8
0
0
%
1
0
/
N
A
/
N
A
/
N
A
/
N
A
/
N
A
/
N
A
Br
da
W
De
k
en
n
y
nn
e
re
Co
l
ly
nn
o
1
0
5
7
7
5
%
1
2
N
/
A
N
/
A
N
/
A
N
/
A
N
/
A
N
/
A
Co
l
i
da
d
l
te
ts
ns
o
re
su
f
he
t
o
c
om
p
an
y
9
1.
4
6
3
2
0,
9
6
%
7
5,
6
1
7
1
5
3.
1
5
%
-1
4
2,
2
5
9
-2
3
3.
0
7
%
1
0
6,
9
0
5
2
7.
9
6
%
8
3,
5
4
4
Av
loy
er
ag
e e
m
p
ee
io
t
re
m
un
er
a
n
4
5
9,
8
%
4
1
5,
1
3
%
3
9
-1
1,
3
6
%
4
4
2.
3
3
%
4
3

Comments

Fields marked N/A correspond to financial years before the appointment of the relevant director.

Concerning variations considered significant: For financial year 2019, the 36.04% increase in the remuneration of Mr Fernando Basabe is due to the fact that higher amounts were consolidated than in financial year 2018 under share-based remuneration schemes and resulting gross profit from consolidated shares or financial instruments within the framework of his variable remuneration. For financial year 2020, the 78.71% increase in the remuneration of Mr Joan Amigó Casas is due to the fact that 2020 was his first full financial year as an executive director, and higher amounts were therefore consolidated than in financial year 2019 under share-based remuneration schemes and resulting gross profit from consolidated shares or financial instruments within the framework of his variable remuneration. Furthermore, the 15.63% and 27.59% increases in the remuneration of Ms María José Esteruelas and Ms Essimari Kairisto are due to the fact that it was their first full year as directors. For financial year 2021, the 23.12% decrease in the remuneration of Mr Fernando Basabe is due to the fact that lower amounts were consolidated than in financial year 2020 under share-based remuneration schemes and resulting gross profit from consolidated shares or financial instruments within the framework of his variable remuneration. For financial year 2022, the 28.05% increase in the remuneration of Ms María José Esteruelas is due to the fact that it was her first full year as a member of the ESG Committee, the 800% increase in the remuneration of Ms Marie-Françoise Madeleine Damesin is due to the fact that it was her first full year as a director and member of the Appointments and Remuneration Committee and that she was appointed chairperson of that Committee on 1 July 2022, and the 775% increase in the remuneration of Mr Brendan Wynne Derek Connolly is due to the fact that it was his first full year as a director and member of the ESG and Appointments and Remuneration Committees. For the 2022 financial year, the 20.3% decrease in the remuneration of Mr Fernando Basabe Armijo is due to the fact that he ceased to be a director during the year.

OTHER INFORMATION OF INTEREST D

Provide a brief description of any significant aspects relating to director remuneration that it has not been possible to include in the other sections of this report but which require inclusion to provide more complete and reasoned information on the company's remuneration structure and practices concerning its directors.

None.

This annual remuneration report was approved by the company's board of directors at its meeting held on 23 February 2022.

Indicate whether any directors voted against or abstained about the approval of this Report.

Yes ☐ No ☒
Name or company name of any member
of the board of directors who did not
vote in favour of the approval of this
report
Reasons
abstention,
attendance)
(against,
non
Explanation of reasons

Alternative Performance Metrics

  • AD IDIADA accelerated depreciation, to adapt assets useful life to contract/concession duration
  • Adjusted measures are stated before other results
  • AOP, Adjusted Operating Profit
  • CAGR, Compounded Annual Growth Rate
  • Capex, realized investments in property, plant & equipment or intangible assets
  • Cash conversion, calculated as the ratio of EBITDA minus capex & change in working capital over EBITDA
  • EBITDA, measure of earnings before interest, taxes, other results and depreciation and amortisation
  • EPS, Earnings per share
  • EV, Electrical Vehicle
  • FX, Foreign exchange
  • Free Cash Flow, operating cash generated after capex investment, working capital variation and tax & interest payments and before leases
  • Leverage, calculated as Net Debt/LTM Ebitda as per bank covenant definition
  • LTM, Last twelve months
  • Net Debt, current and non-current financial debt, other institutional debt less cash. As per bank covenant definition, calculated at annual average exchange rates and pre-IFRS16
  • Net Profit, measure of earnings operating profit after interest, taxes and minorities
  • Operating Profit, measure of earnings before interest and taxes
  • Other results are those impacts corrected from the relevant measures to provide a better understanding of the underlying results of the Group, for example: amortisation of acquisition intangibles, restructuring, impairment and transaction & integration costs
  • P.A., per annum
  • PPA Amortisation corresponds to the amortisation of the Purchase Price Allocation related to acquisitions, allocated to intangible assets and Goodwill reduction for finite life concessions
  • ROCE, Net Adjusted Operating Profit After Tax/Capital Employed excluding IFRS 16 lease adjustment. Net adjusted operating profit is proforma acquisitions and disposals, excluding IDIADA Accelerated Depreciation and at 25% tax rate
  • WC, Working Capital

Statutory results, consolidated results of the Group under IFRS regulation, as shown in the Consolidated Financial Statements.

Research and Development activities

Innovation is one of the pillars of the CSR policy of the Applus Group. In the Corporate Social Responsibility Report (which is part of this consolidated management report can be consulted in the subsequent annexes of this report. They are also available in Applus Group webpage and in the "Comisión Nacional del Mercado de Valores" (CNMV)'s webpage) all the issues related to Research and Development activities are described in detail.

Treasury share transactions

At 31 December 2022, the Group held a total of 2,227,423 treasury shares at an average cost of EUR 6.34 per share. The value of these treasury shares totalled EUR 14,117 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at 31 December 2022 (see Note 3.x).

At 31 December 2021, the Group held a total of 409,098 treasury shares at an average cost of EUR 8.40 per share. The value of these treasury shares totalled EUR 3,427 thousand, which is recognised under "Treasury Shares" in the accompanying consolidated statement of financial position as at December 2021 (see Note 3.x).

Events after the reporting period

No events have occurred since 31 December 2022 other than those described in the Note 30 to the accompanying consolidated financial statements.

Use of financial instruments

The Group has previously used to use financial derivatives to eliminate or significantly reduce interest rate and foreign currency risks relating to its assets. The Group does not use derivative financial instruments for speculative purposes.

In 2022 the Group arranged foreign currency derivatives with Spanish banks with a high credit rating. At the end of 2021 the Group had no outstanding financial derivative products.

Disclosures on the payment periods to suppliers

The Group companies with tax residence in Spain adapted their payment periods in line with Additional Provision Three "Disclosure Obligation" of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December). Detailed below are the disclosures required by the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 to be included in notes to the financial statements in relation to average payment periods to suppliers in commercial transactions.

2022 2021
Days
Average payment period to suppliers 58 60
Ratio of transactions settled 58 61
Ratio of transactions not yet settled 56 49
Thousands of Euros
Total payments made 193,178 161,073
Total payments outstanding 19,610 19,610

The data shown in the table above relates exclusively to the Spanish companies. The data referred to payments to suppliers relate, pursuant to the ICAC Resolution, to commercial transactions relating to goods supplied and services provided since the entry into force of Law 31/2014, of 3 December 2014.

Suppliers, solely for the purpose of disclosing the information provided for in this resolution, are considered to be trade creditors for the supply of goods and services and are included under "Current liabilities - Trade and other payables" in the accompanying consolidated statement of financial position.

"Average payment period to suppliers" is understood to be the period between the supply of the goods or the provision of the services on the supplier's account and the effective payment of the transaction.

The maximum payment period applicable to the Spanish consolidated companies under Law 3/2004, of 29 December 2004, on combating late payment in commercial transactions, is 30 days. This period may be extended by an agreement between the parties, but under no circumstances should be superior to 60 natural days (same legal period in 2021).

However, most of the payments outstanding by the Spanish consolidated companies at year end has been paid during the first two months of the year 2023.

In accordance with the requirements established in Law 18/2022 of 28 September 2022, which modified Law 3/2004, of 29 December 2004, the Management has proceeded to calculate the number of invoices paid in a period lower than the maximum established in the regulations. As of 31 December 2022, 73,053 invoices were paid for a total of EUR 95,819 thousand. These invoices represent 54% of all the invoices paid during the fiscal year.

Appendix I - Companies included in the scope of consolidation

Ow
ship
inte
he
ld b
rest
ner
y
Gro
ies:
up c
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
ive
act
Dire
ct
Ind
irec
t
Met
hod
ed
to
t
us
acc
oun
the
inv
est
nt
me
App
lus
Ser
vici
os T
ológ
icos
, S.
L.U
ecn
Cal
le C
o 1
, ed
ificio
3,
Par
Em
ial
Las
Me
rced
am
pez
que
pre
sar
es,
Spa
Mad
rid (
in)
Hol
ding
com
pan
y
Act
ive
100
%
- Full
soli
dat
ion
con
Libe
RE,
SA
rtyto
wn
23
Mo
L-2
163
(L
mbu
rg)
nte
ave
nue
rey,
uxe
Cap
tive
rei
nsu
ran
ce c
om
pan
y
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Iteu
ve A
ntin
a, S
.A.
rge
Rec
uist
a 6
61
– P
iso
2,
C 1
003
Ci
uda
d d
e B
Aire
onq
uen
os
s
(Arg
ina)
ent
Veh
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dwo
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ting
tes
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ess
Act
ive
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%
Full
soli
dat
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con
App
lus
San
ta M
aria
de
l Bu
en A
, S.
A.
yre
Jur
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d a
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Arg
ina)
ent
oma
nos
Rig
ht a
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plia
of
the
obli
ions
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pub
lic
gat
to
com
nce
co
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pon
ices
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elat
ing
the
obli
Tec
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al
to
gato
serv
c
onc
ess
r
ry
Ver
ifica
tion
of
Veh
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s
Act
ive
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%
Full
lida
tion
co
nso
y, S
App
lus
Uru
.A.
gua
Gua
º 17
(U
)
yab
18,
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05
Mon
tevi
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os n
esc
rug
uay
Veh
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tes
ting
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ess
Act
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Full
lida
tion
co
nso
Rev
isio
Téc
nica
App
lus
del
nes
s
Ecu
ado
r Ap
plus
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S.A
ve,

Avd
a P
atria
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41
Inte
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Av
da
Am
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Veh
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Full
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dat
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App
lus
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ve B
rasi
l Se
rviç
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TDA
Cj.

Sal
6, S
Ave
nida
Pa
ulis
ta 7
26,
120
7, 1
and
a 3
Pau
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ao
(Bra
zil)
Hol
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Act
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Full
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dat
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lus
Tec
hno
logi
Inc.
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5 G
ay R
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Bro
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(US
A)
322
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50,
53
045
Veh
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x H
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Inc
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r Cr
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C
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Inc.
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t Hi
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ve T
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gy,
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le C
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pez
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Veh
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dat
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con
IDIA
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Aut
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chn
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Eng
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App
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Arg
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61
– P
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uen
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Full
soli
dat
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IDIA
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Fah
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Man
fred
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inee
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ting
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soli
dat
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Chi
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Ave
nida
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Veh
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Veh
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CZ,
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IDIA
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lida
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nso
Insp
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veh
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Veh
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dwo
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Act
ive
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lida
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Idia
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Aut
tive
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Eng
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Act
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dat
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(Ch
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an
n
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soli
dat
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kad
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Act
ive
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Ow
ship
ner
Gro
up c
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rest
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ld b
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pan
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off
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Veh
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dwo
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dat
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soli
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Vel
osi
Eur
Ltd
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Uni
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).
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gine
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ndu
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, en
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Act
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Vel
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wki
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Inte
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l Ita
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rl
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te (
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113
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Pro
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Italy
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L
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Nor
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Tur
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G
tim
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104
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nan
ce a
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Act
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Vel
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LLC
Aza
dlig
Av
e 18
9, A
pt 6
1, A
Z11
30
Bak
u (A
baij
an)
enu
zer
Pro
visi
f au
xilia
ices
for
oil
and
nies
on o
ry s
erv
ga
s co
mpa
Act
ive
- 100
%
Full
lida
tion
co
nso
Vel
osi
Mal
ta I
Ltd
The
Ba
stio
Offi
No.
2 E
mvi
m C
Str
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a, F
RN
ns,
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).
128
alta
Hol
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com
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y
Act
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tion
co
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Vel
osi
Mal
ta I
I Ltd
The
Ba
stio
Offi
No.
2 E
mvi
m C
Str
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rian
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RN
ns,
ce
rem
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128
alta
Hol
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com
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y
Act
ive
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%
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s S
Vel
osi
Indu
strie
dn
Bhd
No.
15
2-3
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plek
s M
alur
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man
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la L
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ia).
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Inve
, in
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Mal
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dn
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ays
No.
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plek
s M
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15
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man
551
00
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la L
ur (
Mal
ia).
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ays
Pro
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f en
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on o
g a
nsp
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Act
ive
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tion
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App
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Sin
Pte
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gap
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1 C
tion
Dri
ve #
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10,
Sin
61
977
5 (S
inga
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orp
ora
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por
Pro
visi
of s
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the
f re
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di A
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Act
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dat
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lus
Chi
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d P
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Sha
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Pro
visi
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role
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on
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man
age
men
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ive
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Full
lida
tion
co
nso
Ow
ship
inte
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rest
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e
off
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ess
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Act
ive
act
ive
Dire
ct
Ind
irec
t
Met
hod
ed
to a
unt
us
cco
the
inv
est
nt
me
App
lus
(Th
aila
nd)
Com
y Li
mite
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pan
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khu
mvi
t 95
, Ba
Cha
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ang
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Pro
visi
f en
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nica
l se
rvic
on o
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es
Act
ive
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%
Full
lida
tion
co
nso
Cor
Ser
s S
Vel
osi
ate
vice
dn
Bhd
por
No.
A,
Kom
plek
s M
alur
i, J
alan
Je
jaka
, Ta
M
alur
i,
15
2-3
-18
man
551
00
Kua
la L
ur (
Mal
ia).
ump
ays
Pro
visi
f ge
al m
, bu
sine
lann
ing,
rdin
atio
ent
on o
ner
ana
gem
ss p
coo
n,
ate
fina
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l m
ent
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erso
nne
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gem
ices
serv
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ive
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lida
tion
co
nso
Vel
osi
Inte
iona
l H
oldi
Com
rnat
ng
pan
y
BSC
(c)
Offi
No.
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089
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uild
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No.
15
R
oad
3
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lock
33
8,
ce
AlQ
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ah A
King
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Hol
ding
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ustr
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mer
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pan
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ive
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tion
co
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Cer
n S
C
Vel
osi
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LL
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# 2
01,
Blo
ck B
, Ab
u D
hab
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sine
ss H
ub,
ICA
D-1
, M
afa
h, P
O
uss
Box
42
7 A
bu
Dha
bi (
Uni
ted
Ara
b E
mira
tes)
of
Pro
visi
stru
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roje
ct q
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ty
t se
rvic
on
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man
age
men
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ifica
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f th
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cert
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t o
man
age
men
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and
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tory
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eq
ma
insp
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Act
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soli
dat
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con
Vel
osi
Cer
tific
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O.
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W.L
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Yaa
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hah
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Al
Dab
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ck#
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g# 1
1,
reet
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t).
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Pro
visi
f ind
ial c
ulta
ustr
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Act
ive
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tion
co
nso
PT
Jav
a V
elos
i Ma
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i
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n 12
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Pro
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as
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insp
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test
con
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oad
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ox
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visi
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tech
nica
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rvic
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qu
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Act
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dat
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Pro
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erv
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Fe
der
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251
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cow
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bld.
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ia).
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uss
Pro
visi
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rol,
l in
ctio
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gen
era
spe
n,
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trol
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rvic
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ly o
f lab
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he o
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d
or t
or t
cor
on
con
se
upp
ind
ustr
ies
gas
Act
ive
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%
Full
lida
tion
co
nso
LLC
Vel
osi
Kur
ilsk
Str
., 3
8, 6
930
00
Yuz
hno
-Sa
kha
lins
k, S
akh
alin
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gion
aya
,
(Ru
ssia
).
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Hol
ding
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ny
Act
ive
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%
Full
soli
dat
ion
con
Vel
osi
Bah
rain
WL
L
/ U
Flat
11
, Bu
ildin
g 1
033
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oad
37
21,
Blo
ck
337
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MM
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ma
Alh
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hra
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am
Pro
visi
of q
uali
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ont
rol a
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stan
dar
diza
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indu
stria
l
on
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es,
insp
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d g
ral s
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on s
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Act
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Full
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dat
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con
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Vel
osi
Blo
ck n
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7 S
tella
Bu
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g, P
Box
23
1 H
riya
. W
o 2
748
ost
am
ay n
(Om
an)
f ce
rtific
Pro
visi
atio
ngin
ing
and
ins
tion
rvic
on o
n, e
eer
pec
se
es
Act
ive
- 50% Full
soli
dat
ion
con
App
lus
Kaz
akh
LL
C
stan
Bui
ldin
g #
31A
, A
kzh
al
lane
, A
Aty
Obl
0
600
02
tyra
ast,
rau
u,
(Ka
zak
shta
n).
Pro
visi
f se
rvic
es i
n th
of in
dus
tria
l sa
fety
on o
e a
rea
Act
ive
- 80% Full
lida
tion
co
nso
Vel
osi
(B)
Sdn
Bh
d
Lot
521
1, S
357
, Jln
Ma
ulan
a, K
A 2
931
Ku
ala
Bel
ait,
Neg
pg.
ara
(Br
i).
Bru
nei
Dar
alam
uss
une
Pro
visi
of q
uali
rol a
nd e
ngin
ing
ices
for
the
oil
and
ty c
ont
on
eer
serv
ind
ustr
ies
gas
Act
ive
- 30% Equ
ity m
etho
d
Cer
n S
C
Vel
osi
tific
atio
ices
LL
erv
Chi
mke
Stre
Miro
bod
D
istri
T
ash
ken
17,
nt
et,
ct,
100
029
t
(Uz
bek
ista
n).
Pro
visi
of i
ecti
ifica
tion
nito
ring
d o
the
of
cert
r ty
on
nsp
on,
, mo
an
pes
bus
ines
tivit
s ac
y
Act
ive
- 80% Full
soli
dat
ion
con
Vel
osi
Phi
lipp
ines
Inc
100
4, 1
0F,
Pa
gibi
g W
T T
r, C
ebu
Bu
sine
Par
k, A
yala
, Ce
bu
owe
ss
City
(Ph
ilipp
ines
).
Pro
visi
of i
ecti
lity
trol
rtific
atio
nd
bus
ines
on
nsp
on,
qua
con
, ce
n a
s
tsou
rcin
pro
ces
s ou
g
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Kor
ea C
o, L
td.
194
M
ngb
O
Ulju
Uls
yeo
ong
geo
nam
-ro,
nsa
n-e
up,
-gu
n,
an
(Re
rea)
pub
lic o
f Ko
f tra
g fo
Pro
visi
inin
nd c
ultin
rvic
elat
ed t
o te
chn
ical
on o
g a
ons
r se
es r
inee
ring
, hi
ring
t of
d m
rials
d le
asin
f
ate
eng
-ou
ma
npo
wer
an
an
g o
ties
pro
per
Act
ive
- 100
%
Full
lida
tion
co
nso
Om
Insp
ecti
and
C
ertif
icat
ion
an
on
Ser
vice
s
P.O
. B
Sou
th
Alk
hua
wir,
Ba
wsh
Mus
Gov
15,
cat
te
ox
ar,
ern
ora
(Om
an)
Pro
visi
of n
des
tive
ting
rvic
es (
NDT
), e
nvir
l
truc
tes
enta
on
on-
se
onm
and
saf
ices
(HS
E),
lity
trol
and
inee
ring
vice
ety
serv
qua
con
eng
ser
s.
Act
ive
- 50% Full
soli
dat
ion
con
App
lus
Jap
KK
an
Yam
hi B
uild
ing
3F
3-2
4-8
Nis
hi S
him
bas
hi,
Min
ku,
Tok
ato-
auc
yo
(Jap
an)
Pro
visi
f qu
ality
d in
ctio
rvic
, ND
T te
sts
on o
an
spe
n se
es,
man
po
wer
and
ind
ustr
ial c
ultin
ons
g
Act
ive
- 100
%
Full
soli
dat
ion
con
Ow
ship
inte
he
ld b
rest
ner
y
Gro
ies:
up c
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
/ In
Act
ive
act
ive
Dire
ct
Ind
irec
t
Met
hod
ed
to a
unt
us
cco
the
inv
est
nt
me
Sen
l SU
App
lus
RL
ega
Alm
adie
e d
e N
, im
ble
SIA
, 1
4er
ét
, D
aka
rout
s,
gor
meu
age
r
(Se
al)
neg
Pro
vide
lity
and
lity
trol
ices
he o
il an
d
to t
qua
ass
ura
nce
qua
con
serv
ind
y in
Se
al a
nd i
n th
e C
DEA
O
ustr
gas
neg
Act
ive
- 100
%
Full
soli
dat
ion
con
Soi
l an
d F
dat
ion
Com
y Li
mite
d
oun
pan
Jed
dah
. Al
Fa
isal
liya
h D
istri
Sar
i St
. Bu
ildin
g N
umb
er 2
969
ct.
reet
(Sa
biaí
udi
Ara
)
Soi
l in
tiga
tion
ate
rial
test
ing,
de
wat
erin
iron
tal
ves
, m
g,
env
men
ing,
hy
dro
logy
dies
arin
tud
ies,
bing
d g
ing,
test
stu
rout
, m
e s
pro
an
al e
valu
atio
d ge
oph
ysic
al s
tudy
stru
ctur
n an
Act
ive
- 74% Full
soli
dat
ion
con
Geo
tech
nica
l
and
Env
iron
tal
men
Com
y Li
mite
d
pan
Riya
dh.
Kin
g A
bdu
lazi
z D
istri
Sal
ah
Ald
Al
Ay
oub
i St
ct.
reet
een
(Sa
bia)
udi
Ara
Soi
l in
tiga
tion
ate
rial
test
ing,
de
wat
erin
iron
tal
ves
, m
g,
env
men
ing,
hy
dro
logy
dies
arin
tud
ies,
bing
d g
ing,
test
stu
rout
, m
e s
pro
an
al e
valu
atio
d ge
oph
ysic
al s
tudy
stru
ctur
n an
Act
ive
- 74% Full
soli
dat
ion
con
Soi
l an
d F
dat
ion
Com
y L
imit
ed
oun
pan
Egy
pt
Villa
7, B
lock
8, S
tree
t9, A
l Tij
arie
n C
ity,
Mok
atta
m, C
airo
(Eg
ypt)
Soi
l in
tiga
tion
rial
ing,
de
erin
iron
tal
ate
test
wat
ves
, m
g,
env
men
test
ing,
hy
dro
logy
stu
dies
arin
tud
ies,
bing
d g
rout
ing,
, m
e s
pro
an
stru
ctur
al e
valu
atio
d ge
oph
ysic
al s
tudy
n an
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Ste
el T
(Pty
) Lt
d
est
28
Sen
ato
r R
ood
Ro
ad,
193
9 V
enig
ing
(Re
pub
lic
of S
out
h
ere
Afri
ca)
Pipe
d st
eel
thic
ken
esti
er t
an
ng
Act
ive
- 75% Full
lida
tion
co
nso
App
lus
Vel
osi
(Gh
) Lt
d
ana
2nd
Flo
Des
ign
Hou
Rin
g R
oad
Ea
st, A
(G
han
a).
or,
se,
ccra
Pro
visi
f ins
tion
ality
l an
d ce
rtific
atio
rvic
ntro
on o
pec
, qu
co
n se
es
Act
ive
- 49% Full
lida
tion
co
nso
Vel
osi
Sup
erin
tend
end
Nig
eria
Ltd
3A
Ala
bi S
t, O
ff T
oyin
Str
, Ike
ja -
La
(N
iger
ia).
tree
eet
gos
Pro
visi
of
ices
(q
uali
d c
rol,
l
ty
ont
on
serv
ass
ura
nce
an
gen
era
insp
ecti
rosi
rol a
nd s
ly o
f lab
or)
for
the
oil a
nd g
ont
on,
cor
on c
upp
as
indu
strie
s
Act
ive
- 30% Full
soli
dat
ion
con
App
lus
Vel
osi
SA
(Pty
) Lt
d
Se
r R
ood
Ro
ad,
9 V
enig
ing
(Re
pub
lic
of S
h
128
nato
193
out
ere
Afri
ca)
Pro
visi
of s
ices
late
d w
ith
the
lity
of t
he
oil
and
on
erv
re
qua
ga
s
indu
strie
s
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Egy
LLC
pt,
9, E
l-Ba
traw
y S
t., E
ntra
2,
Gen
Ma
ll B
uild
ing,
Al
Man
teq
ah
nce
ana
Al O
sr C
Cai
ro(E
t)
ula,
Na
ity,
gyp
Pro
visi
of e
ngin
ing
sult
y in
the
oil
the
ritim
tor,
on
eer
con
anc
sec
ma
e
bus
ines
atio
nd
min
ing,
ll as
nt
s, p
owe
r ge
ner
n a
as
we
ma
nag
eme
sult
ing
con
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Ang
ola,
Ld
a.
Con
dom
inio
Mi
de
Tal
Rua
da
s A
các
ias,
B13
rant
ato
es
na,
ca
sa
,
(An
).
Lua
nda
gola
of q
f
Pro
visi
uali
ty a
and
ntro
l, in
ctio
ly o
on
ssu
ran
ce
co
spe
n, s
upp
tech
nica
l ma
rtific
atio
nd
cial
ized
rvic
in N
DT
npo
wer
, ce
n a
spe
se
es
and
gine
erin
en
g.
Act
ive
- 49% Full
soli
dat
ion
con
App
lus
Indi
a P
riva
te L
imit
ed
#40
2, V
ijay
sri N
ivas
, Pr
aka
sh
Nag
Beg
Hyd
bad
00
et,
– 5
ar,
ump
era
016
. Te
lena
a (I
ndia
)
gan
f lab
for
Pro
visi
ly s
ices
the
oil
and
s in
dus
trie
on o
or s
upp
erv
ga
s
Act
ive
- 100
%
Full
soli
dat
ion
con
App
lus
Moz
biqu
e L
imit
ada
am
Pau
lo S
uel
Kan
kho
mba
Av
umb
er 3
,37
1, M
to C
ity
am
enu
e, n
apu
(Mo
biqu
e).
zam
of c
Pro
visi
ultin
nd t
ech
nica
l as
sist
rvic
in th
il
on
ons
g a
anc
e se
es
e o
and
s in
dus
rvic
NDT
ecia
lize
d te
try,
sts,
ga
man
po
wer
se
es,
sp
trol
nd
lity
insp
ecti
d p
rovi
sion
of
et i
rity
nteg
con
s a
qua
ons
an
ass
ices
serv
Act
ive
- 49% Full
lida
tion
co
nso
K2
Do
Bra
sil S
ices
Ltd
erv
a
Ave
nida
No
Se
nho
ra d
a G
loria
Cav
alei
Ma
- R
J,
, 2.6
43,
ssa
ros,
cae
CE
P27
920
-36
0, M
e (B
razi
l).
aca
Pro
visi
of u
pda
ting
pair
odif
icat
ion
and
ntro
l of
hor
on
, re
, m
co
ons
e
and
off
sho
il fa
cilit
ies,
ins
tion
d d
lopm
of d
esig
ent
re o
pec
an
eve
n
ices
fact
of c
d m
ach
iner
ents
truc
ture
serv
, m
anu
ure
om
pon
an
y s
s
and
ply
of q
uali
fied
lab
sup
or
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Am
eric
a L
LC
3 S
r Cr
eek
Ce
Blv
d. S
uite
600
Su
Lan
d, T
X 7
747
8 (U
SA)
nter
uga
gar
P
rovi
sion
of
labo
pply
rvic
es f
he o
il an
d ga
s in
dus
trie
or t
r su
se
s
Act
ive
- 100
%
Full
lida
tion
co
nso
App
lus
Vel
osi
Can
ada
Ltd
260
0 M
life
Pla
101
80
- 10
1st
Stre
et,
Edm
onto
n, A
B T
5J 3
Y2
anu
ce
(Ca
a)
nad
Pro
visi
f lab
ly s
ices
for
the
oil
and
s in
dus
trie
on o
or s
upp
erv
ga
s
Act
ive
- 100
%
Full
soli
dat
ion
con
App
lus
K2
Am
eric
a, L
LC
3 S
r C
k C
ente
r B
lvd.
Su
ite
600
Su
La
nd,
TX
774
78
uga
ree
gar
(US
A).
Pro
vidi
solu
tion
s fo
nd
f dr
illin
g ri
and
rato
ng
r ow
ner
s a
ope
rs o
gs
FPS
O
in
Am
eric
incl
udin
g i
ecti
ices
pair
nd
a,
nsp
on
serv
, re
a
mai
nten
truc
tura
l de
sign
d a
naly
sis
and
tra
inin
rvic
anc
e, s
an
g se
es
Act
ive
- 100
%
Full
lida
tion
co
nso

Note: the % of ownership of the Group companies reported corresponds to the legal interest.

Appendix II - Out of the scope of consolidation

Ownership interest held by

Gro
ies:
up c
om
pan
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
ive
act
Dire
ct
Ind
irec
t
Ce
App
lus
RTD
rtific
atio
n, B
.V.
NC
(Th
ds)
Del
ftwe
g 14
4, 3
046
Ro
tter
dam
e N
ethe
rlan
Cer
tific
atio
rvic
n se
es
Inac
tive
- 100
%
RTD
Slo
vak
ia, s
.r.o
Vlč
ie h
rdlo
, 82
4 12
, Br
atis
lava
, (S
lova
kia)
Cer
tific
atio
rvic
hro
ugh
n-d
ucti
esti
es t
estr
ve t
n se
no
ng
Inac
tive
- 100
%
AP
P M
, S.
de
R.L
. de
C.V
ent
ana
gem
Ca
, Co
So
Blvd
. M
el A
vila
ho
184
, Pi
4-A
l. R
efo
cial
anu
mac
so
rma
,
C.P

xico
D.F
. (M
exic
o)
. 11
650
Pro
visi
of
fess
iona
l, te
chn
ical
dm
inis
trat
ive
and
hu
on
pro
, a
man
rvic
reso
urce
s se
es
Inac
tive
- 100
%
App
lus
Lab
tori
AS.
ora
es,
Lan
ra 1
1, 4
344
Br
(No
y)
gmy
yne
rwa
Cer
tific
atio
n
Act
ive
- 95%
Inge
log
Gua
ala
Con
sult
de
tem
ore
s
Inge
nier
ía y
Sis
tem
S.A
as,
Ciu
Gua
(Gu
a)
dad
de
tem
ala
ate
mal
Adv
isor
nd
sult
ing
ices
in
the
of
inee
ring
y a
con
serv
are
as
eng
,
infra
stru
ctur
nvir
ent
, etc
e, e
onm
Inac
tive
- 100
%
App
lus
Tan
ia L
imit
ed
zan
Kim
y A
Msa
i, T
irdo
C
plex
, D
Es
Sal
wer
ven
ue,
san
om
ar
aam
(Ta
nia)
nza
Pro
visi
of s
ices
inin
nd
sult
ing,
inc
ludi
hou
gh
, tra
ng t
not
on
erv
g a
con
limi
ted
to
insp
ecti
test
ing,
erif
icat
ion,
N
DT
ices
on,
v
serv
,
mai
nd
tech
nica
l a
ssis
for
the
indu
stria
l a
nd
nten
tan
anc
e a
ce
ctio
nd
rela
ted
wel
l as
the
lting
stru
ecto
con
n s
rs a
are
as,
as
co
nsu
acti
vitie
s fo
r bu
sine
nd m
ent
ss a
ana
gem
Inac
tive
- 75%
l Se
Idia
da
Hom
olog
atio
n T
ech
nica
rvic
e,
S.L
.U.
L'A
lbor
s/n
437
10 S
Oli
Ta
(Sp
ain)
anta
nar
va -
rrag
ona
Eng
inee
ring
ting
d ce
rtific
atio
, tes
an
n
Inac
tive
- 80%
CTA
G
Saf
- I
diad
ety
Tec
hno
logy
a
Ger
y, G
mbH
man
Man
fred
-Ho
chs
er-S
traß
e 2
, 85
055
Ing
olst
adt
(Ge
ny)
tatt
rma
Eng
inee
ring
ting
d ce
rtific
atio
, tes
an
n
Inac
tive
- 40%
App
lus
Cen
de C
cita
ción
, S.
A.
tro
apa
Agu
stin
as N
º64
0, P
iso
9, S
iago
de
Chi
le (C
hile
)
ant
Pro
visi
f tra
inin
rvic
on o
g se
es
Inac
tive
- 95%
Vel
osi
Tur
kme
nist
an
at C
Ash
gab
ity,
Kop
etda
g D
istri
ct, T
urkm
enb
ash
y, A
No.
54
ven
ue,
(Tu
rkm
enis
).
tan
No
line
of
bus
ines
s
Inac
tive
- 100
%
Vel
osi
Pla
nt D
esig
n E
ngin
s S
dn
Bhd
eer
No.
15
2-3
-18
A,
Kom
plek
s M
alur
i, J
alan
Je
jaka
, Ta
M
alur
i,
man
ur (
ia).
551
00
Kua
la L
Mal
ump
ays
Pro
visi
f co
ltan
nd e
ngin
ing
ices
for
the
de
sign
of
on o
nsu
cy a
eer
serv
plan
ctio
nd
inee
ring
d th
e in
hat
they
ts,
stru
tme
nt t
con
n a
eng
an
ves
pos
ses
s
Inac
tive
- 100
%
Con
Sd
Vel
osi
Ene
sult
ants
n B
hd
rgy
No.
15
2-3
-18
A,
Kom
plek
s M
alur
i, J
alan
Je
jaka
, Ta
M
alur
i,
man
551
00
Kua
la L
ur (
Mal
ia).
ump
ays
Pro
visi
of c
ulta
rvic
es f
ll en
gine
erin
ctiv
ities
d
on
ons
ncy
se
or a
g a
an
of lo
for
s fo
n of
the
ply
cal
and
eign
pert
r th
ratio
oil
and
sup
ex
e g
ene
arin
atio
inin
nd
all
othe
gas
en
erg
y, m
e, e
ner
gy
con
serv
n, m
g a
r
indu
strie
ethe
ith
the
inee
ring
d m
aint
of
tog
s,
r w
eng
an
ena
nce
refin
ing
sels
, oil
pla
tfor
pla
tfor
troc
hem
ical
pla
nts
and
ves
ms,
ms,
pe
the
ply
of q
uali
fied
lab
sup
or
Inac
tive
- 100
%
Vel
osi
Sia
m C
o Lt
d
, Su
khu
mvi
, Ba
Cha
k, P
hra
Kha
g, B
kok
412
t 95
10
260
ng
non
ang
(Th
aila
nd)
Hol
ding
com
pan
y
Inac
tive
- 100
%
Vel
osi
Qua
lity
Man
t
age
men
Inte
iona
l LL
C
rnat
Uni
nd
floo
r, E
r Bu
sine
Par
k 4
, Sh
eikh
Za
yed
Ro
ad,
t 20
1, 2
maa
ss
The
Gr
s, P
O B
ox 3
372
01,
Dub
ai (
Uni
ted
Ara
b E
mira
tes)
een
Pro
visi
of
ifica
tion
ngin
ing
and
in
ctio
hor
cert
on
, e
eer
spe
n,
ons
e
and
/or
offs
hor
rvic
e se
es
Act
ive
- 49%
Vel
osi
CB
L (M
) Sd
n B
hd
C/o
GL
Sdn
A
Man
t A
ciat
B
hd,
No.
15
2-3
-18
A,
age
men
sso
es
Kom
plek
s M
alur
i, Ja
lan
Jeja
ka,
Tam
an M
alur
i, 55
Ku
ala
Lum
100
pur
(Ma
lays
ia).
Pro
visi
f eq
uipm
insp
ecti
ices
ent
on o
on s
erv
Inac
tive
- 100
%
Nam
e
Reg
iste
red
off
ice
Lin
f bu
sin
e o
ess
Act
ive
/ In
act
ive
Dire
ct
Ind
irec
t
Vel
osi
Ukr
aine
LL
C
5A
Pite
rska
Str
, 03
087
Ky
iv (U
krai
ne)
eet
Pro
visi
f au
xila
ices
in t
he o
il an
d na
l ga
s in
dus
trie
tura
on o
ry s
erv
s
Inac
tive
- 100
%
Dijla
& F
urat
Qu
ality
As
, LL
C.
sura
nce
Ram
ada
n A
, Di
stric
t 62
3-S
, No
.1,
Bag
hda
d (I
).
rea
raq
Pro
visi
f qu
ality
trol
and
tra
inin
rvic
on o
con
g se
es
Inac
tive
- 100
%
Vel
osi
Ser
vice
s L.
L.C
. (R
ia)
uss
Kom
istic
hes
ky
suit
Yuz
hno
-Sa
kha
lins
k,
ct,
32,
e 6
10,
mun
pro
spe
Sak
hali
n R
egio
n (R
ia).
uss
No
line
of
bus
ines
s
Inac
tive
- 100
%
Pre
cisi
for
Eng
inee
ring
S
ices
on
erv
,
Pro
ject
Man
t,
Voc
atio
nal
age
men
Tra
inin
d Im
atio
n of
Ma
n P
port
g an
owe
r,
LLC
Al-S
ct S
16 S
7 1
ham
asiy
ah D
istri
ecti
on N
o. 3
tree
t 15
hou
se 3
, Ba
sra
(Ira
q)
Buy
, le
ship
of
al p
rty,
inte
llec
tua
l pr
rty
ase
, ow
ner
per
son
rope
ope
and
the
le o
f sa
id g
ood
sa
s
Inac
tive
- 100
%
Vel
osi
Uga
nda
LT
D
3rd
Flo
Rwe
ri H
e, P
lot
1, L
mba
Av
e, P
O B
or,
nzo
ous
umu
enu
ox
(Ug
a).
103
14 K
pala
and
am
Pro
visi
f bu
sine
ultin
nd m
ices
ent
on o
ss c
ons
g a
ana
gem
serv
Inac
tive
- 100
%
Vel
osi
Gab
(SA
RL)
on
Cité
Sh
ell,
Por
t-G
il in
Ga
bon
, BP
(Ga
bon
).
ent
: 2 2
67
Pro
visi
of s
rity
and
viro
ntal
rvic
(HS
E),
lity
on
ecu
en
nme
se
es
qua
trol
and
gine
erin
g in
the
oil
and
ctor
con
en
ga
s se
Inac
tive
- 75%
Vel
osi
Moz
biqu
e L
DA
am
Il S
Som
Ave
nida
Kim
, 96
1 -
Bai
rshi
eld
- Di
strit
o U
rba
ung
rro
me
no
1, M
to C
idad
e (M
mbi
).
apu
oza
que
Pro
visi
f co
ltan
ices
and
tec
hnic
al a
ssis
tan
ce i
n th
e oi
l
on o
nsu
cy s
erv
r fo
and
s i
ndu
strie
h a
s l
abo
ices
nd
othe
ga
s,
suc
rce
serv
, a
r
cial
ized
rvic
in
-de
ctiv
rials
rols
uali
stru
e t
ont
ty
spe
se
es
non
, c
, q
insp
ecti
d as
inte
grity
set
ons
an
Inac
tive
- 74%
App
lus
Vel
osi
Ken
ya L
imit
ed
e O
3rd
floo
r, K
igan
jo H
e, R
Av
ff D
enis
Pri
tt R
oad
L.R
No
ous
ose
enu
1/18
Nai
rob
i P.
O.B
Nai
rob
i (K
a).
70,
ox 5
071
9 -
002
00,
eny
Ser
vice
f pr
ovis
ion
of q
uali
rol,
tech
nica
l en
gine
erin
f
ty c
ont
s o
g o
labo
nd
sult
ing,
No
n D
estr
ucti
Tes
ting
d c
ertif
icat
ion,
r a
con
ve
an
elec
trica
l in
ctio
ngin
ing
and
ojec
and
t m
ent
spe
n, e
eer
pr
ana
gem
isio
n of
ctio
rvic
stru
sup
erv
con
n se
es
Inac
tive
- 100
%
Vel
osi
Do
Bra
sil L
tda
Pra
ia D
o F
lam
9 A
nda
r Pa
Flam
Rio
De
Ja
neir
o 3
12,
rte
eng
eng
o,
o
(Bra
zil).
No
line
of
bus
ines
s
Inac
tive
- 98%
QA
Ma
nt S
ices
Pty
Ltd
nag
eme
erv
Uni
t 9,
78
3 K
ings
ford
Sm
ith
Driv
e, E
agle
Fa
Que
land
40
09
rm,
ens
(Au
lia)
stra
Pro
visi
of
lity
rvic
h a
orld
wid
on
qua
ass
ura
nce
se
es,
suc
s w
e
insp
ecti
and
IS
O
900
0 Q
uali
Man
t C
ulta
ty
on
age
men
ons
ncy
,
trai
ning
uali
ty c
ont
rol s
oftw
kag
nd s
ializ
ed
co
urse
s, q
are
pac
es a
pec
labo
rvic
r se
es
Inac
tive
- 100
%
Jan
x In
teg
rity
Gro
Inc.
up
3 S
r Cr
eek
Ce
nter
Blv
d. S
uite
600
Su
Lan
d, T
X 7
747
8 (U
SA)
uga
gar
N
o lin
e of
bu
sine
ss
Inac
tive
- 100
%
Vel
osi
Asi
a K
ish
(Ira
n)
No.
7, S
nd F
loor
, Blo
ck B
Par
s C
cial
Co
mpl
Sou
th-
28,
eco
om
mer
ex,
We
f th
e P
Are
a (I
).
st o
ort
ran
No
line
of
bus
ines
s
Inac
tive
- 97%
Vel
osi
Jors
Sdn
Bh
d (B
ei)
on
run
LOT
Sim
52
11.
g 3
57,
Jala
n M
aula
Kua
la B
elai
t K
A29
31,
pan
na,
Bru
nei
Dar
alam
(Br
i).
uss
une
of n
(ND
T),
Pro
visi
des
truc
tive
tes
ting
rvic
tech
nolo
gica
l
on
on-
se
es
dev
elop
form
atio
d te
chn
ical
sult
ing.
t, tr
men
ans
n an
con
Act
ive
- 15%

This declaration is a translation for informative purposes only of the original document issued in Spanish, which has been signed for approval by every Board member. In the event of discrepancy, the Spanish-language version prevails.

The Board of Directors of Applus Services, S.A., in compliance with the current mercantile legislation, have authorised for issue on February 23, 2023 the Consolidated Financial Statements and Consolidated Director's Report, which include the non-financial information statement and the Annual Corporate Governance Report for 2022, in accordance with the formatting and markup established Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 ("ESEF Regulation"). The aforementioned Financial Statements and Director's Report are integrated in the digital file with the 9DCAE9A796907D9B88191CABE4E33CAAD61FD177E7270010642344AE26BEE536 hash code included in the ZIP file with number 213800M9XCA6NR98E873-2022-12-31-es (2).

The members of the Board of Directors declare signed, through this Diligence, the aforementioned Consolidated Financial Statements and Consolidated Directors' Report for 2022. They have been authorised for issue unanimously, awaiting on the auditors' verification and subsequent approval by the Parent's Annual General Meeting.

Barcelona, 23 February 2023

Mr. Christopher Cole Mr. Ernesto Gerardo Mata López

Chairman Director

Mr. Joan Amigó i Casas Mr. Nicolás Villén Jiménez

Director Director

Ms. Maria Cristina Henríquez de Luna Basagoiti Ms. Maria José Esteruelas Aguirre Director Director

Director Director

Ms. Essimari Kairisto Ms. Marie-Françoise Madeleine Damesin

Mr. Brendan Wynne Derek Connolly

Director

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