ALUMEXX N.V.

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Alumexx N.V.

Annual report 2024

Etten-Leur, May 27, 2025

Contents

The Alumexx profile ........................................................................................ 5

Alumexx shares .............................................................................................. 7

The path to sustainable long-term value creation ......................................... 11

Developments during the reporting year ....................................................... 16

Corporate Governance ................................................................................. 26

Risk Management ......................................................................................... 32

Report of the Supervisory Board ................................................................... 41

Alumexx N.V. Annual Report ......................................................................... 52

Consolidated statement of profit or loss and comprehensive income ........... 53

Consolidated statement of financial position ................................................. 56

Consolidated statement of changes in equity ............................................... 58

Consolidated statement of cash flows ........................................................... 60

Notes to the consolidated financial statements ............................................. 62

Alumexx N.V. Company only report ............................................................ 134

Separate statement of financial position ..................................................... 135

Separate profit and loss account 2024 ........................................................ 136

Notes to the separate financial statements ................................................. 137

Other information ......................................................................................... 153

Independent auditor's report ....................................................................... 154

Message from the CEO

Dear Stakeholders,

We hereby present our annual report 2024 to you; 2024 is the first year that we report in full

on the results of the acquired companies ASC Group and Euroscaffold. Following these

acquisitions, our company has reached a business size which is in line with being listed at

the stock exchange.

In 2024 we had to deal with several challenges. Apart from the difficult economic situation in

Europe there were global instabilities. Furthermore, certain developments at our home

market negatively affected the results of our company. 2024 started with a very wet spring

season which discouraged building and do-it-yourself activities in the Netherlands. Also,

national demand for solar panels declined because offsetting arrangements of solar

generated energy ended by the government. In addition, nitrogen policies prevented issuing

of building permits.

Nevertheless, Alumexx managed to keep its business operations stable and achieved

healthy results.

We characterise 2024 as a year of transition, in which we mainly focused on the integration

of the acquired companies. This integration was to a large extent executed. We expect to

see the positive effect hereof in the upcoming years, both in growth and in return on

investments.

Per July 1, Henk Hakvoort joined the management board; as CFO, he greatly contributes to

management control of the group companies and to a further professionalisation of our entire

organisation.

Our new brand policy, which we initiated in 2024, is leading to an increasing awareness of

our brands. It concerns a division of our products in three target groups: Alumexx Industrial,

Alumexx Professional and Alumexx DIY. Our Industrial and Professional products are

brought to the market through our extensive dealer network; for our DIY products, we directly

target customers, both through our own online platforms and through third party websites.

We have developed and added new products to make our DIY product range even more

attractive to a wider group of customers.

Apart from commercial targets, we wish to contribute to an increasingly sustainable

environment, both through our products and our actions. Is it an important part of our

corporate policy.

At the end of 2024, we announced that we had signed a letter of intent with

DeSteigerConcurrent, established in Hardenberg, to acquire its business. Early 2025, the

takeover was executed. It forms a strategic extension hub for our online sales, both

nationally and internationally.

The appointment of KPMG Accountants N.V. as PIE auditor to audit the company’s 2024

annual report had a significant impact on the workload of the finance department. The

combination of the further professionalisation and increased workload caused us to

strengthen our finance team.

Notwithstanding the heavy workload, we expected we would be able to publish the 2024

annual report on the scheduled date of April 30, 2025. However, at the last moment, the

impact of audit findings triggered a discussion about the impact thereof on the covenant

reporting regarding the secured bank loan with the Rabobank. In addition, we experienced a

headwind in market conditions in the first quarter of 2025. These two factors were the main

drivers to start intensive consultation with KPMG and Rabobank. Rabobank agreed to issue

a waiver for the period Q4, 2024 and Q1, 2025. Subsequently, KPMG could finalise their

audit procedures. Euronext Amsterdam granted us an additional period of 30 days for

publication of our annual report.

As a result, our annual report is published too late, but within the extended time limit of May

30, 2025. It caused us to postpone the convocation of our annual meeting of shareholders

until after publication of the annual report.

With regard to the business climate in which we operate, we expect the building- and

construction related economy to start to grow again in the second half of 2025 and we are

ready to act on it.

Etten-Leur, May 27, 2025

Jeroen van den Heuvel

1. The Alumexx profile

1.1 About Alumexx

Alumexx N.V. ("Alumexx, or the “Company") is a Dutch company with its headquarters in

Etten-Leur. The Company became listed in 2018, as carve-out from the aluminum ladder and

scaffolding company ASC Group (Etten-Leur, 1991), which had a focus on larger corporate

customers. Alumexx aimed for the do-it-yourself (DIY) market.

After gradual growth, both organically and through smaller acquisitions, including the 2022

acquisition of Lado Klimmaterialen (Rotterdam, since 1960), the Company made two major

acquisitions simultaneously on March 31, 2023: it acquired Euroscaffold (Krommenie) and

ASC Group, the company from which Alumexx B.V., was carved -out five years earlier.

Following the integration of the two aforementioned major acquisitions, Alumexx integrated

both sales competitors in the field of aluminum ladders and scaffolding. As a result Alumexx

strengthened its position in the Benelux significantly.

As of 2024, the Company is divided into three business locations: Alumexx North

(Krommenie), Alumexx Mid (Rotterdam) and Alumexx South (Etten-Leur).

Alumexx North, with its large production facilities, focuses on mass production of single

products and production of high-volume series of comparable products such as scaffolding

frames and platforms.

Alumexx Mid is dealer mainly of group products, but also of third-party products.

Furthermore, Alumexx Mid assembles and installs special custom-made structures and

performs inspections and repairs of climbing equipment.

Alumexx South, also owner of production facilities, manufactures special products, with focus

on both singular units and in (small) series.

Alumexx HQ hosts the Company’s Management Board and supporting staff. HQ is among

others responsible for drafting and implementing the Company’s policies. The policy function

includes development and implementation of the corporate strategy. Other tasks include the

group’s adherence to compliance, regulations and developing and maintaining the

governance structure. Following the integration of the acquisitions the Alumexx Management

Board leads the business as a whole. A significant part of the activities between the locations

is interlinked.

1.2 Our market groups

Alumexx manufactures, sells and supplies aluminium climbing equipment for the industrial

market (Industrial), the professional market (Professional) and the do-it-yourself market

(DIY). The Company supplies its products through dealers, own and third-party online

platforms and to DIY stores.

Industrial

Customers belonging to the market group Industrial

purchase Alumexx products mainly through dealers.

Dealers are simultaneously sales channel and customers

of Alumexx (business-to-business).

The market group Industrial also includes special custom-

made constructions (specials).

Professional

The market group Professional is the largest

market group of Alumexx. It covers mainly

self-employed construction workers as well as small and

medium-sized construction companies.

The customers buy Alumexx products through dealers , the

Alumexx web shops and via third party web shops

(business-to-business).

Do It Yourself (DIY)

The market group DIY mainly covers handy(wo)men who

buy Alumexx products online, through the web shops of

Alumexx or third party web shops (business-to-consumers).

Organisation chart

The 51% participation in DeSteigerConcurrent B.V. was acquired on February 1, 2025

Dealers/Dealers

Self-employers/Dealers/

Web shops

Do-it-Yourselver/Web shops

2. Alumexx shares

2.1 Introduction

This section of the report includes the information prescribed by article 1.1 sub a-g and sub i

of the Decree on Article 10 of the Takeover Directive. Further information, prescribed by

article 1.1 sub h, j and k of this Decree, is included in this annual report under the Corporate

Governance section.

2.2 Listing

The Company is listed on the Euronext Amsterdam stock exchange (symbol ALX). The ISIN

code is NL 0012 194724. The first listing under the Alumexx name was on January 2, 2018.

Per December 31, 2024, Coöperatieve Rabobank UA (“Rabobank”) succeeded CACEIS

Bank as the Company's listing agent. The Company was moved to trading group JG (penalty

bench) on June 6, 2020 due to the absence of an audited opinion since the 2019 financial

statements. This led to an intended delisting decision by Euronext Amsterdam in 2023.

Euronext Amsterdam halted the delisting process on December 21, 2023, when the

Company submitted a signed engagement letter from KPMG Accountants N.V. to the stock

exchange’s management board. Alumexx will remain listed in the JG trading group until

financial statements with a PIE auditor's opinion thereon are published.

2.3 Capital structure

The Company’s authorized share capital amounts to EUR 4,400,000. It comprises

44,000,000 shares, divided in 26,000,000 ordinary shares, 17,999,990 shares A and 10

cumulative preference shares with 6% dividend. All shares are in registered form. Each

share has a nominal value of EUR 0.10.

2.4 Issued capital

Ordinary shares, shares A and cumulative preference shares have been issued.

Ordinary shares are listed, shares A and cumulative preference shares are not listed.

A holder of shares A has the right to request the Management Board at any time by

registered letter to convert all shares A held into ordinary shares, in the ratio 1:1. Both the

ordinary shares, shares A and cumulative preference shares give the right to cast one vote at

the Annual General Meeting of Shareholders (the “General Meeting”).

No shares were issued in 2024.

Certificates of shares are not issued.

Movements in issued capital were as follows in the years 2023 and 2024:

01.01.2023 31.12.2023 31.12.2024

Ordinary shares 6,995,515 6,995,515 6,995,515

Shares A 4,150,000 7,850,000 7,850,000

Cumulative preference shares --- 9 9

--------------- --------------- ---------------

Total 11,145,515 14,845,524 14,845,524

2.5 Substantial holdings and gross short positions

Substantial holdings are holdings which exceed 3%. They are listed below as of year-end

2024, in accordance with the representation in the Substantial Holdings Register of the

Netherlands Authority for the Financial Markets ("AFM"). The stated percentage is also taken

from that register.

December 31, 2024 December 31, 2023

Name

Percent

Ordinary

Shares A

Cum

prefs

Ordinary

Shares A

Cum

prefs

M.B.H. Kok 25.16% 3,734,973 3,734,973 - -

J. van den Heuvel

24.92%

3,700,000

P. van der Weide

12.46%

1,850,000

M. Hakvoort 12.46% - 1,850,000

- 1,850,000 1

2.6 Rights and restrictions relating to the shares

No special control rights are attached to the Alumexx shares.

Each share entitles the holder to cast one vote. There are no restrictions on the exercise of

voting rights attached to an ordinary share, a share A or a cumulative preference share.

All Alumexx shares are in registered form. Alumexx ordinary shares, registered in the name

of Euroclear Nederland, are included in the Statutory Giro System and listed on the Euronext

stock exchange in Amsterdam. Euroclear Nederland maintains a register of those entitled to

these shares. The voting rights are vested in the beneficiaries. Delivery of these ordinary

shares takes place in accordance with the provisions of the Securities Giro Act.

Holders of ordinary shares, shares A and cumulative preference shares are entitled to

dividends, with preferential dividend rights attached to the latter type. A dividend of 6% of the

amount paid on each cumulative preference share (EUR 800,000 was paid on each of the 9

issued shares) is paid annually on the cumulative preferred shares to the extent possible. If

in any financial year the financial position is not sufficient to make this distribution, dividend is

accrued on the relevant cumulative preference shares and is to be paid in subsequent

financial years. The Management Board may also decide, subject to the approval of the

Supervisory Board, to distribute an amount equal to the shortfall from the reserves (but not

from the share premium reserve formed in respect of the cumulative preference shares). In

doing so, the Board takes into account the conditions set in the covenants with financiers. No

dividend may be paid if the Senior net debt / EBITDA ratio is or thereby becomes higher than

2.0. This also applies to the dividend on the redeemable cumulative preference shares.

Otherwise, the cumulative preference shares are not entitled to any dividends.

Up till 2024, Alumexx has not yet formulated a reserve or dividend policy. However, the

Company does intend to do so. Alumexx's dividend policy will be based on its strategy and

long-term policy. When doing so, Alumexx will carefully consider what portion of the profit is

reserved for investment in sustainable growth and what part needs to be reserved for a

healthy financing structure. The conditions set in the covenants with financiers should also

be taken into account.

There is no statutory restriction on transfer of shares.

There is a contractual agreement with Lado Beheer B.V. with respect to its 200,000 shares

A, providing that this party will not request Alumexx to convert its shares A into ordinary

shares for five years, unless the parties subsequently agree otherwise. This agreement took

effect on July 1, 2022.

A lock-up period of two years was agreed with the seller of Euroscaffold on March 31, 2023;

this lock-up applies to the 3,700,000 shares A and 2 cumulative preference shares which the

seller acquired and which afterwards were passed-on to the holding companies of the

Seller’s two shareholders.

2.7 ASOP (Alumexx stock option plan)

In 2024, the Company introduced a stock option plan for its employees. The ASOP was

approved by the General Meeting on June 25, 2024.

The purpose of the ASOP is to provide selected employees with the opportunity to partially

enjoy benefits from the performance, growth and/or profitability of the Company by granting

stock options in accordance with the terms of the ASOP. With the 3-year vesting period, the

benefit is considered a long term incentive.

Because the options rights are subject to vesting – i.e. they do not become unconditional

unless 3 years have passed during which the participant must continue to be employed – the

actual shares can only be acquired 3 to 5 years later.

The ASOP provides for a total potential share pool that is equal to 10% of the share capital in

issue per June 25, 2024. The ASOP provides for the opportunity, not obligation, for

participants to obtain a total of 10% (with an individual limited per participant depending on

the role).

The Supervisory Board has the authority to approve any considered granting of option rights

by the Management Board. Also, the Supervisory Board will make any determinations

regarding the participation by Management Board members in the ASOP. For members of

the Management Board, the Supervisory Board shall determine the number of options rights

based on shown performance over the period prior to the date the option rights were granted.

If in the opinion of the Supervisory Board the Management Board has met its performance

goals, the award can be made.

Further information on the granting of option rights to the Management Board can be found in

the Supervisory Board’s report.

2.8 Authority to issue shares

The Management Board of the Company had been designated by the General Meeting on

June 25, 2024 as the body, authorized to issue shares and grant rights to acquire them, for a

period of 18 months, subject to the approval of the Supervisory Board. The authority was

granted up to a maximum of 10% of the share capital outstanding on June 25, 2024 for

general purposes, as well as for an additional 10% if the issuance takes place in the context

of a (i) merger, (ii) acquisition or in the context of (iii) a strategic cooperation. For the same

period and the same number of shares, the Management Board is designated to limit or

exclude the pre-emptive right, which under the law is vested in shareholders when the

Company issues shares or grants rights to acquire them.

2.9 Repurchase of shares

On June 25, 2024, the General Meeting authorized the Management Board, for a period of

18 months, to acquire shares in the capital of the Company - with the approval of the

Supervisory Board and within the limits of law and the Company’s articles of association, on

the stock exchange or otherwise – against payment of a consideration. The price must be set

between, on the one hand, the amount equal to the nominal value of the shares and, on the

other hand, the amount equal to 110% of the stock market price of the shares on the

Euronext Amsterdam stock exchange, according to the agreed definition of stock market

price. The maximum number of shares that Alumexx may acquire and hold will not exceed

10% of the number of shares in issue per June 25, 2024.

3. The path to sustainable long-term value creation

3.1 Introduction

Companies must fulfill their commitment to long-term value creation in a sustainable way.

Alumexx endorses this commitment. The European Commission has formulated a directive,

the Corporate Sustainability Reporting Directive (CSRD), to move capital flows to finance

sustainable and inclusive business operations. The Dutch Corporate Governance Code also

directs listed companies to consider the impact of their actions on people and the

environment.

However, on February 26, 2025, the European Commission published omnibus proposals on

sustainability. The Commission acknowledged that the EU needs to foster a favorable

business environment to boost competitiveness and unleash growth and needs to ensure

that companies are not stifled by excessive regulatory burdens. The proposals provide

substantial simplification in the field of sustainability and EU investment programs. As a

consequence, about 80% of the targeted companies no longer have to report under the

CSRD rules. Alumexx is one of these companies.

In this chapter the following subjects are successively discussed: the strategy, Alumexx'

creation value model, how Alumexx intends to conduct its sustainability policy and measure

the impact of its actions on people and the environment.

3.2 Strategy

General

Following the acquisitions of Euroscaffold and ASC Group in financial year 2023, Alumexx

has become the undisputed number two in the Benelux market. The acquisition enables the

Company to bundle knowledge, experience and assets in order to strengthen its price-quality

ratio and international growth. It continues to do so by (i) using its greater purchasing power,

(ii) increasing the efficiency of its production and distribution chain, and (iii) exploiting a larger

product portfolio offering. The ambition is to become one of the largest players in Europe. At

the same time, the Company recognizes its social duties as an employer and aims to

contribute as much as possible to employee welfare, employee safety and the environment.

Majority of the Company’s business sales are currently generated in the markets in the

Netherlands, Belgium and Germany. The Company plans to increasingly target other

markets in Europe, such as the United Kingdom.

Business locations

Integration of the business and brand names Alumexx, Euroscaffold and ASC Group is

underway. The brands are no longer linked to the former business locations.

The business locations are renamed Alumexx North, Alumexx Mid and Alumexx South.

Each of these locations has its own scope of operations.

Low footprint

In order to afford its growth perspective, the Company needs a solid financial base and a

robust product portfolio. The Company wishes to pursue this while creating sustainable value

for its customers, its environment and for its people. The Company policy aims for a

reduction of energy. Energy is saved at its plants by generating energy through solar panels.

Production is increasingly shifted to periods when energy is highly available. Furthermore,

the Company focuses on waste minimisation, sustainable use of packaging materials and

optimal recycling and sorting of its own raw materials, suppliers included.

Market position, reliability and low risk

Management is convinced that a solid market position is an indicator of the Company’s

relevance in the market, both to its customers and compared to other companies.

The Company monitors that customers can rely on timely delivery, at the right place, at the

right quality and at the lowest total cost, of ordered products. Short delivery times and

availability of products strengthen the Company’s market position. The geographical spread

of the Company’s distribution centers is also an important pillar in this respect.

In addition, Alumexx strives to mitigate transport risks, for example by purchasing semi-

finished products closer to home. An efficient supply chain offers opportunities in the field of

sustainability contributions.

Fair product pricing is a contributing factor of the Company’s market position. Products are

made affordable by creating and optimize large volumes. Yet it is not just about supplying

customers with the ordered products at the right price and on time. Alumexx extends its

services by adding relevant advice, training and instructions to the customer. Expert data

analysis increasingly helps to measure the Company’s achievements in this regard.

3.3 Value creation model

Alumexx is driven by a results-oriented, entrepreneurial culture. At the same time, it

acknowledges that a long-term relationship with customers, employees, suppliers and other

stakeholders is essential.

The Company operates in a competitive market, driven by low selling prices and high

volumes. Alumexx strives to make a difference through innovative, safe, durable and

affordable products. The Company pursues the quality of its products, that contribute and

secure to a safer and more successful use.

3.4 Sustainable entrepreneurship

Alumexx endorses the assignment to play an active role in sustainable long-term value

creation. It strives to contribute to sustainability with its products: by creating value for

people, the environment and society, thus in combination with healthy financial results. The

Management Board is convinced that business can be done in a way that is both profitable

and sustainable.

The Company has initiated conversations with its stakeholders, including customers,

suppliers, (potential) shareholders and employees to collect information on its business

processes, and will use the information as an input to formulate and test its vision on

sustainability.

The Company’s sustainability policy is based on the following pillars.

Sustainable operations

Much attention is paid to sustainable processing of the products: from sustainable purchase

of materials to waste control in the production and delivery process. Waste control is

monitored by proper separation of waste, recycling, reduction of unnecessary wastage and

reduction of packaging materials. The Management Board actively strives to minimize the

use of plastic as packaging material by replacement with cardboard, although more

expensive. The Company solely purchases cardboard from manufacturers with ISO9001

certification. All cardboard packaging has FSC certification. Furthermore, the Company

continuously implements adaptations to reduce the use of fossil fuels by using "green

power," for example by installing solar panels.

The criteria, on which Alumexx largely selects its suppliers and its production partners

(including their production facilities), are that these companies must contribute to the

reduction of the ecological footprint. For example, Alumexx examines whether these

companies support reduction measures on fossil fuels usage by "green energy"

replacements, such as solar energy. In order to perform such examination, the Company

enters into discussions with its suppliers and collects supporting information, for instance

through certificates and reports.

In cooperation with its logistics partners, the Company strives to make the delivery process

as efficient and sustainable as possible. This includes minimal packaging materials, optimal

use of transport space (without wasted space) and taking measures to prevent that products

are returned. Products that are returned are re-brought to the market in case repair is

possible.

The Company only uses wooden pallets, if needed for transport. Various studies by the

Packaging and Pallet Industry Association (Emballage- en Palletindustrie Vereniging - EPV)

prove that wooden pallets are

less harmful to the environment than the plastic variety.

Development of sustainable products

An important part of the Company’s business operations concerns development of

sustainable products. This is an ongoing process aimed at a careful handling of energy

supplies, waste prevention and reuse of materials. The Company’s products are solely

manufactured from sustainable materials. The main component of the products is aluminium,

which falls into this category because of its long service life and high recyclability (95%).

Recycling and re-use, cradle-to-cradle

Alumexx developed a cradle-to-cradle system in-house, meaning that each relation may

hand in its out-of-use aluminium climbing materials at the Company’s premises. To make the

products fit for reprocessing, they are disassembled and materials are separated. The metal

and plastic materials are sorted and recycled into tradable, clean volumes. The volumes are

offered directly to the Company’s raw material suppliers. This whole process further

contributes to the recyclability of the Company’s products.

Safe and healthy work environment

Safety of the Company’s employees is a high priority: safe work clothing and hearing

protection are mandatory. The Company sees to a distinct signing and routing in its

production facilities and to a hygienic working environment. Training courses (toolboxes) on

the subject of new techniques, developments, standards and the environment are frequently

organized for the Company’s employees and associates.

Safety of products

Climbing equipment designed for use at (medium) heights involves a safety risk. The safety

of all the Company’s products and systems is a must. Consequently, the Company not only

develops climbing equipment, but also related safety products, such as a safety harness,

lanyards, rooftop edge protection, a special elevator for solar products, rooftop ridge

protection and other systems to safeguard installation and maintenance work.

3.5 Impact on people and environment

Under the Corporate Governance Code, the Company has to formulate objectives – as a part

of its strategy on sustainable long-term value creation – regarding the impact of the

Company’s action on people and environment. Alumexx has formed a team that works on

the set up of the measurements under these objectives.

4. Developments during the reporting year

PERSONAL DETAILS OF THE MANAGEMENT BOARD

JEROEN VAN DEN HEUVEL (1974)

CEO

Nationality: Dutch

First appointment: December 28, 2017

Reappointment: June 17, 2022

Term of appointment: until the end of the regular General Meeting in 2026

Other relevant positions: Member Ledenraad Rabobank, member of the NEN committee,

director-major shareholder A-Colibus Holding B.V.

Shareholdings in the Company: 3.7 million A shares, 6 cumulative preference shares and

90,000 conditional option rights under ASOP

HENK L. HAKVOORT (1972)

CFO

Nationality: Dutch

First appointment: June 25, 2024

Term of appointment: until the end of the regular General Meeting in 2028

Other relevant positions: none

Shareholdings in the Company: 70,000 conditional option rights under ASOP

4.1 Introduction

After the major acquisitions of Euroscaffold and ASC Group on March 31, 2023, integration

of these companies was one of the Company’s main task in 2024. The integration concerned

a variety of subjects, such as:

• Determination of the specialization per business location;

• Set up of meetings of the Executive Team;

• The set-up of a dashboard, giving access to the corporate management environment,

with information on sales, covenants, cash flows and results;

• Integration of the workforce and set-up of regular employee meetings;

• Set-up of a R&D department for product innovation and product development;

• Central purchase of materials and products;

• Sales, sales networks and web shops;

• Pricing;

• Service.

• Integration of IT service including related safety measurements

Another task for 2024 was completion of the Purchase Price Allocation (“PPA”), meaning the

accounting for the business combinations Euroscaffold and ASC Group. The preliminary

PPA was included in the 2023 financial statements.

During 2024 the PPA has been finalized and based thereon, adjustments have been made to

the PPA. The adjustments relate to a reduction of the valuation of Customer Relationships by

EUR 2.2 million, increase of Goodwill by EUR 1.6 million and a reduction of the Deferred Tax

Liability of EUR 0.6 million. These adjustments were material and were identified after the

twelve-month window. As a result, these adjustments have been restated as correction of an

error in accordance with IAS 8.

Another important achievement was the appointment of PIE auditor KPMG Accountants N.V.

Alumexx is required to comply with the financial supervision act (‘Wet op het financiele

toezicht’). As part of this act there is a requirement to have the annual accounts audited. The

annual accounts of Alumexx lacked an auditor’s report since 2019, which situation arose

when the previous PIE auditor of Alumexx surrendered its PIE license. As a consequence,

Euronext Amsterdam moved the Alumexx shares to the trading group JG (the penalty

bench). In the subsequent years, Alumexx made every effort within its means to find a new

PIE auditor. On April 13, 2021, Euronext Amsterdam issued a notice which introduced a two-

year limit to a trading group JG listing and potential delisting measures thereafter. Despite

several discussions with Euronext Amsterdam and an intensive approach to the various PIE

accounting firms, Alumexx had not achieved any concrete results by April 13, 2023. On May

3, 2023, Alumexx was informed that the Euronext Listing Board had decided to delist

Alumexx N.V. with effect from November 6, 2023. Because the Company was truly

convinced that it was not to blame it made objections to this decision. Meanwhile, by the

acquisitions it made per March 31, 2023, Alumexx had reached a business volume

appropriate for a stock exchange listing.

By a new notice on October 11, 2023, Euronext Amsterdam postponed the delisting date to

January 18, 2024. Delisting could be avoided if a JG fund would, ultimately on January 15,

2024, submit an engagement letter to Euronext Amsterdam, signed by a PIE auditor for the

audit of 2024 financial statements. Alumexx received confirmation from Euronext Amsterdam

that in such case it would waive the lack of all previous missing PIE auditor’s reports.

On December 20, 2023, the Company announced that an engagement letter had been

signed with KPMG Accountants N.V. for the audit of the 2024 financial statements. As a

result, Euronext Amsterdam discontinued the delisting process per December 21, 2023.

However, the Company remains listed on Euronext Amsterdam penalty bench until the 2024

financial statements with a PIE auditor's report are published.

4.2 Financial results

4.2.1 Macroeconomic and market developments

In the year under review the Company had to operate its business under several challenging

developments.

In 2024 geopolitical developments, such as the situation in the Ukraine and trade restrictions

contributed to further destabilisation of market conditions. In the Netherlands, the inflation

remained high. To reduce the possible effects of macroeconomic and geopolitical

developments, the Company decided to work with suppliers that are closer to the

Netherlands.

2024 started with five months of rainy weather, which negatively affected building and

construction activities in the Netherlands. Alumexx , being partly depending on such weather

conditions was effected by the order intake and sales, but managed to realise an

improvement of its Added Value due to synergy benefits.

Due to the aforementioned, the Company’s 2024 results were negatively impacted. This

resulted in a lower earn-out payment over 2024 of 50% of contingent consideration.

4.2.2 Key figures

Alumexx's most important key financial figures are revenue and operating profit before

amortization and depreciation (EBITDA). This figure expresses the profitability of the

activities carried out and also has a strong correlation with operating cash flow.

Sales for the year under review amounted to EUR 39.1 million an increase of EUR 4.5 million

compared to 2023.

Added value increased from EUR 15.4 million to EUR 20.7 million. Added value expressed in

a percentage of revenue increased from 50.7% (excluding value step-up inventory) to 53.0%

due to realized synergies due to the acquisitions in 2023. The increase was mainly the result

of purchasing power for raw materials and finished goods, more efficient allocation of

production capacity and less competition between the acquirees.

EBITDA for the year under review amounted to EUR 5.8 million, compared to EUR 4.6

million for 2023. The increase of EBITDA is in line with the increase of sales. The increase of

the added value percentage was not materialised in EBITDA mainly as a result of

investment in the quality of the workforce and the cost of audit of financial statements.

In 2024, Alumexx realised a net profit of EUR 0.6 million, compared to a net profit of EUR 0.2

million in 2023. The result for 2023 was impacted by a one-time fair value adjustment of

inventories as a result of the Purchase Price Allocation, amounting to EUR 1.6 million after

tax (EUR 2.2 million before tax).

In the coming years, net income will be affected by amortization on brand rights and

customer bases. The amortization periods for these assets are 5 to 10 years.

In addition, interest expense on financing associated with the acquisitions will continue to

impact net income in the future.

The board of directors seeks to maintain a balance between sound returns and solid capital

position. The Group’s target is to achieve a solvency percentage above 10%. In 2024

solvency amounted to 13% (2023: 10%). In this solvency calculation the amount due to

5.000

10.000

15.000

20.000

25.000

30.000

35.000

40.000

2020 2021 2022 2023 2024

Turnover (x €1,000)

Omzet

cumulative redeemable preference shareholders is excluded. Solvency including the

cumulative redeemable preference shares amounts to 35% (2023: 29%).

The Group also monitors the level of expected cash inflows on trade and other receivables

together with expected cash outflows on trade and other payables as main indicators for

short term liquidity. As per 31 December the working capital balance amounted to negative

EUR 1.1 million (2023: EUR 0.4 million). Although working capital decreased, the cash and

cash equivalents increased by EUR 0.2 million.

To cover liquidity risk, the Group maintains a EUR 2 million overdraft facility that is attached

to the secured bank loan agreement.

4.2.3 Loans and credit facilities

For the purpose of the acquisitions of Euroscaffold and ASC Group, the Company per March

31, 2023, entered into several financial facilities with Rabobank, in the aggregate amount of

EUR 16,600,000.

The financial covenants relate to Senior net debt / EBITDA ratio, Debt Service Coverage ratio,

EBITDA Cover test ratio and Revenue Cover test ratio. As per 31 December 2024 there was

no breach of covenants. The available headroom with regard to the covenants was limited.

The financial statements of the Company have been prepared on the basis of the going

concern assumption taking into consideration the following:

In connection with the acquisition of Euroscaffold and ASC Group in March 2023 Alumexx NV

concluded a secured bank loan with Rabobank for a total amount of EUR 14,600,000.

The total loan consists of the following facilities:

• Loan of EUR 11,250,000 until 31 March 2028, with repayments in 18 instalments of

EUR 625. As per balance sheet date 6 instalments have been repaid in accordance with the

secured bank loan agreement.

• Loan of EUR 3,350,000 until 31 March 2028 with a lumpsum payment at that date.

In addition, Alumexx concluded an overdraft facility amounting to EUR 2,000,000 of which

current EUR 40,000 was in use at balance sheet date.

For this secured bank loan and overdraft facility, the following covenants have been agreed:

• Senior net debt / EBITDA ratio

• Debt Service Coverage ratio

As per 31 December 2024 there was no breach of covenants.

During the first quarter 2025 the Company was not able to meet the covenants due to head

wind with respect to sales and higher operating expenses compared to expectations. As a

result, EBITDA in the first quarter of 2025 was lower than forecasted. For the first quarter 2025

the Company received a waiver of the Rabobank. In the first quarter 2025, the Company did

repay the instalment of EUR 625 in accordance with the secured bank loan agreement.

As the covenants are tested twelve months rolling forward, lower than expected EBITDA at

any quarter will have an impact on the subsequent 3 quarters. Consequently, there is a risk

that the Company has no longer the right to defer repayment of the secured bank loan for more

than 12 months.

The Company reviewed the budget until the second quarter of 2026 based on its current

business and strategy. To remain flexible in order to mitigate unforeseen circumstances that

may impact the profitability and liquidity of the Company, there are several solutions which the

Company can execute. Cost levels can be reduced because of the flexible workforces.

Furthermore, working capital can be improved by reducing inventory levels. Although the

Company can execute mitigating solutions, there remains a risk that covenants will not be met

following the results of the first quarter 2025. Consequently, Alumexx depends on the

willingness of the Rabobank for not requiring immediate repayment of the secured bank loan

and continuing the overdraft facility to avoid a liquidity shortage. These conditions indicates

the existence of a material uncertainty that may cast significant doubt on the company’s ability

to continue as a going concern.

In addition to the waiver obtained for the first quarter 2025, the Rabobank committed to start

negotiations regarding adjustments to the covenants for the second quarter for 2025 and

further.

Furthermore, the Company’s ability to continue as a going concern is contingent upon its ability

to execute the successful roll out of its business strategy and to remain flexible in order to

mitigate unforeseen circumstances that will impact the profitability of the Company. Based on

the current situation and forecast and the measures outlined above, Alumexx expects to be

able to meet the payment obligations under this secured bank loan agreement for at least the

next 12 months. Additionally, based on the current discussions with the Rabobank Alumexx

expects obtaining cooperation from the bank to continue the provided secured bank loan and

overdraft facility. Therefore, the accounting policies used in the financial statements are based

on the expectation that The Company will be able to continue as a going concern.

Further information on the details of the loans and the covenants can be found in note 16

and 17 of the consolidated financial statements.

4.3 Management and personnel

4.3.1 Management Board and other senior management

The Management Board of Alumexx N.V. was extended with Mr. H.L. (Henk) Hakvoort as

CFO. He was appointed by the annual general meeting of shareholders (“AGM”) per July 1,

2024.

For daily management of the operating companies of the Alumexx group, a team of

managers (“Management Team”) was established. The Management Team operates under

the supervision of the Management Board. Members of the Management Team are Mr.

Jeroen van den Heuvel, Mr. Marco Hakvoort and Mr. Frank van der Weide, all statutory

directors of Alumexx B.V. The last two were managers of Euroscaffold. Alumexx B.V. has

concluded five-year management agreements with both of them. Other members of the

Management Team are Mr. Henk Hakvoort, CFO, Mrs. Elles Prins, Operating Director for

Alumexx North and Mr. Remco van der Does, Operating Director for Alumexx Mid and

Alumexx South, (see section 4.4.1 business location)

The Management Team meets monthly. In these meetings, sales, costs, the operational

course of business and ongoing projects are discussed. The Management Team also

executes the rollout of the Company’s strategy.

For the statutory board members of Alumexx B.V., management regulations have been

drawn up.

4.3.2 Staffing and other personnel

The Management Board and the Executive Team are supported by staff departments and

operational personnel. The staff departments include Finance, R&D, Human Resources, IT

and marketing. The operational personnel work at the departments of Sales, Purchase,

Production, Logistics and Operations.

In 2024, the number of FTEs, employed by the Alumexx Group, grew from 65 to 70.

Alumexx organises meetings with its personnel twice a year. In 2024, the meetings were held

in April and in November. The meetings are announced in the monthly newsletters and e-

mail invitations. Employees have the opportunity to put certain topics on the agenda or

propose them for discussion.

Efforts are underway to establish a unified corporate culture with shared values, considering

that Alumexx, Euroscaffold and ASC Group were once strong competitors. Measures have

been taken (‘soft controls’) to influence the culture and behavior of employees to contribute

to the integration. Departments meet on a regular basis to discuss the progress of integration

and developments in the market. Furthermore on an annual basis all employees are invited

to a site visit. In January 2024 the visit was in Etten-Leur. In January 2025 the site visit was

held in Krommenie.

Alumexx wishes to distinguish itself as an attractive employer. One of the measures, taken to

stimulate employee’s motivation, was the institution of the ASOP (see sections 2.7 and

4.3.3.).

By extending production and quality control processes in the Netherlands, instead of

outsourcing these to low wage countries, Alumexx expects to contribute to employment in

the Netherlands.

The majority of Alumexx employees are members of the Metaal en Techniek pension fund.

The Collective Labor Agreement (CAO) Metaal en Techniek applies to the Alumexx group. A

new collective agreement was concluded in 2024 which runs from April 1

2024 until

February 1

2026. It provides a salary raise of 13% in instalments: the first raise of 7% was

effected per July 1

2024, a second was effected per March 1

2025 and a third raise will

effect in October 2025.

4.3.3 ASOP (Alumexx Stock Option Plan)

The ASOP is set up in order to provide an incentive to certain eligible participants (as defined

in the ASOP). Eligible participants are such persons designated by the Management Board,

subject to the prior approval of the Supervisory Board, who make a significant and

extraordinary contribution to the performance growth and/or profitability of the Company. The

purpose of the ASOP is to provide them with the opportunity to partially enjoy that

performance, growth and/or profitability of the Company by granting stock options in

accordance with the terms of the ASOP.

Under the ASOP, 190,000 unconditional option rights were granted to personnel and

employees with managerial authority per October 1

, 2024. These rights can be exercised

after three years at the earliest.

Furthermore, 230,000 conditional option rights were granted to members of the Management

Board and to employees with managerial authority; these option rights are made conditional

upon the achievement of certain targets. The targets are set by the Supervisory Board, at the

latest in the month of December for the upcoming year. The Supervisory Board has decided

on the targets for the CEO and CFO for the years 2024 and 2025.

Conditional option rights may become unconditional or may lapse. The conditional option

rights can be exercised after three years at the earliest.

4.4 Business operations

4.4.1 Business locations

As of 2024, the Company is divided into three business locations: Alumexx North (at

Krommenie), Alumexx Mid (at Rotterdam) and Alumexx South (at Etten-Leur).

Alumexx North

Alumexx North has large production facilities of more than 10,000 m2, situated at the

industrial site “Noordervaartdijk” at Krommenie. It focuses on mass production of single

products and production of high-volume series of almost similar products. Mass production is

achieved through automated production lines. At the plant, not only aluminium, but also steel

is processed into climbing materials. Strict quality controls are performed throughout the

manufacturing process.

Products are mainly sold through online sales channels.

It was intended to expand the production facilities at the industrial site by 4,000 m2 to meet

growing demand. However, the Company had to announce in October 2024 that the

expansion plans were cancelled, because of interfering development plans of the local

government which could have an impact on the rental agreements of Alumexx North. The

property at the industrial site is rented by Alumexx North.

Currently, the Company rents property at several locations at Noordervaartdijk. In the

upcoming years, the Company will try to find one new production location for all of its

production facilities. This will reduce unnecessary transportation and have a positive impact

on efficiencies.

For the time being, the Company expects to stay at Noordervaartdijk. The location offers

sufficient production and energy capacity facilities for the medium term, also in case of

expansion.

Alumexx Mid

Alumexx Mid is situated at Rotterdam. It is the business location of Lado Klimmaterialen

B.V., which company was acquired in 2022. Alumexx Mid is specialised in the sale and

installation of aluminium products to industrial customers, the petrochemical industry and

other companies in the Rotterdam port area. These products are mainly custom-made

structures, so-called special products.

Management determined to concentrate inspection and repair work of climbing equipment in

Rotterdam, taken into account the best specialisation opportunities and its central location.

The Aboma-Amtek certification, required for this purpose, was obtained early 2024.

Sales of special products will be further expanded, such as products that safeguard the

performance of work at height (cage ladders for escape routes, roof edge protection, etc.).

The quality checks that Alumexx Mid performs are to a large extent group products and to a

smaller extent third-party products. By the extensive quality control of its products and

processes, Alumexx expects to further improve its competitive position and thus its export

opportunities.

Alumexx South

Alumexx South hosts production units that differ from Alumexx North. At the South location,

special products are produced, both in singular units and in (small) series. It mainly involves

final assembly of semi-finished products.

It is important for the Company to maintain a second production facility at Alumexx South,

also as a possible backup in case production at Alumexx North to secure continuity.

Alumexx HQ

Alumexx HQ hosts the Company’s Management Board and supporting staff. HQ is among

others accountable for drafting and implementing the Company’s policies. The policy function

includes development and implementation of the corporate strategy. Other tasks include the

group’s adherence to compliance regulations and developing and maintaining the

governance structure.

4.4.2 R&D

The R&D department resides at Alumexx North. Here, product research and development is

performed by an engineering team, that consists of experienced engineers, technicians,

designers, draftsmen and constructors.

The R&D team works closely with Alumexx Mid when orders for special products are taken

in.

The guideline for the R&D team is to design and develop products, that last long and can be

used repeatedly also including all relevant rules of safety and regulations. Also, the products

need to attribute to a reduction of the footprint on the environment.

4.4.3 Geographic markets

The Company brings its products to the market through distribution partners, dealers, agents

and direct sales channels. The geographic supply markets include:

• Netherlands

• Germany

• Belgium

• Other EU

• Non-EU

Markets in the Netherlands, Belgium and Germany are considered home markets.

A dealership in the United Kingdom was started in 2024.

4.4.4 Market groups and sales channels

The Company sells its aluminium climbing equipment through four channels: its own online

platforms, external online platforms, dealers and DIY stores. The buyers are mainly located

in Western Europe. Alumexx has three market groups: the industrial market (Industrial), the

professional market (Professional) and the Do it Yourself (DIY) market.

Market Groups

Industrial

Industrial is Alumexx' second largest market group by revenue size. Products included in this

market group are high-end rolling scaffolds, heavy duty stairs and custom-made

constructions. The industrial products are sold primarily through the dealer network. Dealers

are simultaneously sales channel and customers of Alumexx (business-to-business).

Professional

This market group covers construction companies and tool shops (self-employed persons as

well as small and medium-sized companies). It is the largest market group.

The product range for this group varies from a small professional stepladder to 16-meter

scaffolding towers. Professionals buy the Alumexx products through dealers and web shops,

both via the Alumexx web shops and via external web shops (business-to-business).

DIY

The market group DIY mainly covers home handymen who buy Alumexx products online,

either through the web shops of Alumexx or through external web shops (business-to-

consumers).

The mainly bought products are household ladders and smaller-sized scaffolding.

Sales channels

Alumexx uses several channels to sell its products. The sales channels are in order of size:

Distributors and dealers (89% of sales revenue)

Alumexx works with a network of distributors and dealers in different regions. These

distributors and dealers sell products directly to end users, such as construction companies,

contractors and industrial companies. Distributors and dealers often offer local support,

service and expertise to customers.

This is the largest sales channel.

Alumexx, through its subsidiary Connecting, Constructie- en Technische

Handelsonderneming B.V., has entered into two-year distribution agreements for website

sales through steigerdeals.nl, steigercentrum.nl and panthera.nl, effective March 31, 2023.

These are sales to distributors and dealers.

Own online (web) stores (8% of sales revenue)

Alumexx' online platform consists of the following in-house web shops: Alumexx.nl,

Ascgroup.nl, Euroscaffold.com, Steigerverkoop.nl, Rolsteiger.net, Rolsteiger-kopen.be. and

Lado.nl. Customers can find information on products and specifications through the

Company’s own web shops (as well as through external platforms). Supporting staff is

available to answer any questions and/or render support.

External online (web) stores (3% of sales revenue)

Alumexx selects external platforms by their customer reach, which needs to be large.

However, big platforms tend to have significant commission costs. The challenge is to pass

on these commission costs in sales prices. The main external platforms the Company uses

are Amazon, Bol.com (Netherlands and Belgium), Coolblue, FonQ, Toolstation and Ebay.

For some years now, Alumexx is in the process of building a market in the USA. The

Company does not yet wish to sell its products directly in the USA, but through distributors.

Alumexx is already anticipating possible Trump administration import duties and will prepare

itself to minimise the impact in such case.

4.5 Developments in 2025 and outlook

Following the signing of a letter of intent with DeSteigerConcurrent V.O.F. (a two person

partnership) per December 9th, 2024, acquisition documents were signed per February 1,

2025.

The newly founded company DeSteigerConcurrent B.V. (“DSC”) acquired the assets and

liabilities from DeSteigerConcurrent V.O.F.

Alumexx N.V. holds 51% of the shares in DSC, and the partners (Mr. D. Langenberg and Mr.

J.M. van der Noordaa) each hold 24.5% of the shares through their own personal holding

companies.

The acquisition was made because the clientele and the geographical position offer an

interesting expansion of the Company’s business. Both Mr. Langenberg and Mr. Van der

Noordaa concluded a management agreement with DSC for a term of five years.

In order to reduce Alumexx’ production dependance on energy suppliers, the Management

Board has decided to have a major battery pack installation to be installed at the Alumexx

South location. It is meant to be a test setup for the whole company, and may lead to more

battery pack installations.

With reference to the going concern paragraph 4.2.3 the course of business is not expected

to change significantly in 2025. In the first half of 2025 it is expected that business will remain

at the same level of 2024 because there is still delay in issue of building permits in the

Netherlands. In the second half of 2025, the Company expects that the building- and

construction related economy in The Netherlands will start to grow again.

Given the conditions in the finance agreement with Rabobank, the focus will be on repaying

the secured bank loans. As the conditions in the finance agreement with Rabobank provide

limited room for new investments, growth will be mainly autonomic.

Research and development activities mainly focus on enhancing the existing products by

making these products more user friendly.

Etten-Leur, May 27, 2025

Management Board

Jeroen van den Heuvel, CEO

Henk L. Hakvoort, CFO

5. Corporate Governance

A. Outline corporate governance structure of Alumexx

5.1 Introduction

Alumexx N.V. is a public limited liability company incorporated under Dutch law. The

Company has a two-tier management structure with a Management Board and a Supervisory

Board. This means, among other things, that the Management Board executes management

and that the Supervisory Board supervises the Management Board as an independent body.

The Company sees it as its guiding principle to operate as a long-term partnership of the

various stakeholders involved and to create long-term value by achieving sustainable goals

combined with solid financial results. The interests of these stakeholders need to be well-

balanced, in conformity with requirements under Dutch law and the Dutch Corporate

Governance Code of December 20, 2022 (the "Code"). In its operations, the Company

focuses on good entrepreneurship, integrity, reliability and customer orientation, as well as

on proper supervision hereof.

5.2 Shares and anti-takeover measures

All shares in the Company are in registered form. The ordinary shares in Alumexx, registered

in the name of Euroclear Nederland, are recorded in the book-entry system and are listed on

the stock exchange of Euronext in Amsterdam. Euroclear Nederland maintains a register of

those entitled to these shares. Voting rights are vested in the beneficiaries. Delivery of these

ordinary shares takes place in accordance with the provisions of the Act on securities

transactions by giro (Wet giraal effectenverkeer). The Company also has unlisted A shares

and unlisted cumulative preference shares.

The Company supports “the one share – one vote” principle; it has no anti-takeover or

control structures.

5.3 Management

Composition, appointment and dismissal

The Management Board consists of one or more members. The number of members is

determined by the Supervisory Board; the Board appoints one of the Board members as

chairman. In the year under review, the Management Board of Alumexx N.V. was extended

from one to two members. The existing member was elected chairman and CEO and the

new member was appointed CFO .

A Management Board member is appointed by the General Meeting from a nomination

drawn up by the Supervisory Board. The General Meeting may appoint a Management Board

member if the nomination by the Supervisory Board is not timely made. Management Board

members are appointed each time for a maximum term of four years.

The General Meeting may suspend or dismiss Management Board members at any time. In

case the decision of the General Meeting to suspend or dismiss a Management Board

member deviates from the proposal of the Supervisory Board, it must be made by a majority

of at least two-thirds of the votes cast, representing more than 50% of the issued share

capital. A Management Board member may also be suspended by the Supervisory Board at

any time.

Assignment and remuneration

The Management Board’s assignment is to manage the Company, to develop a vision for

sustainable long-term value creation and to formulate an appropriate strategy to get there. In

doing so, the Management Board is supported by the Management Team. The

Management Board keeps the Supervisory Board informed of the latest state of affairs,

consults with the Supervisory Board on all important matters and submits major management

decisions to the Supervisory Board and/or the General Meeting for approval.

Further rules concerning the manner of meeting, decision-making and working methods are

laid down in the Company's Articles of Association and the Regulations of the Management

Board. Both specify, among other things, which decisions of the Management Board require

the prior approval of the Supervisory Board and/or the General Meeting. The Articles of

Association and the Regulations of the Management Board are published on the Alumexx

website.

The remuneration of each Management Board member and further terms of appointment are

determined by the Supervisory Board, within the remuneration policy as adopted by the

General Meeting.

5.4 Supervisory Board

Composition, appointment and dismissal

The Company has a Supervisory Board. Only natural persons can be member of the

Supervisory Board. The Supervisory Board consists of one or more members. Its number is

determined by the Board itself. In 2024, the Supervisory Board was extended from two to

three members.

The Supervisory Board has adopted a profile for its size and composition, taking into account

the nature and activities of the Company, the desired expertise, composition and size of the

Supervisory Board, as well as the desired diversity and independence of the Supervisory

Board members. This profile can be found on the Alumexx website. The Board complies with

the act on “In-growth quota and targets” (wet Ingroeiquotum en streefcijfers). This act is

discussed in more detail under section 5.5.

Supervisory Board members are appointed by the General Meeting for a term of up to four

years. The Supervisory Board itself nominates a candidate for an appointment, when doing

so it takes its profile into consideration. The General Meeting may appoint a Supervisory

Board member if the nomination by the Supervisory Board is not timely made. A Supervisory

Board member may be reappointed once for a period of four years, and thereafter for

another term of two years; this term may be extended one last time for at maximum two

years. Reappointment after a period of eight years shall be substantiated in the report of the

Supervisory Board.

The General Meeting may suspend or dismiss Supervisory Board members at any time. In

case the decision of the General Meeting to suspend or dismiss a Supervisory Board

member deviates from the proposal of the Supervisory Board,, the decision must be made

by a majority of at least two-thirds of the votes cast, representing more than 50% of the

issued share capital.

Assignment and remuneration

The assignment of the Supervisory Board is to supervise the Management Board policy and

the state of affairs of the Company and its affiliates. The Board’s role is to advise and assist

the Management Board. When fulfilling this role, the Board weighs the relevant interests of

the Company's stakeholders. In doing so, the Supervisory Board also considers relevant

social aspects of doing business and of sustainable long-term value creation. Further rules

on the manner of meeting and decision-making are set out in the Company's Articles of

Association and the Regulations of the Supervisory Board of Alumexx N.V. Both are posted

on the Alumexx website.

Committees are formed when the Supervisory Board consists of four or more members.

Since the Board has three members, no committees are formed.

The remuneration of the Supervisory Board is determined by the General Meeting. The

remuneration has to be appropriate and should encourage adequate performance of the

supervisory function. No variable remuneration is granted to Supervisory Board members.

5.5 Diversity policy with respect to the composition of Management

Board and Supervisory Board

Under the Management and Supervision Act (wet Bestuur en Toezicht), there is a best-

efforts obligation to ensure that large companies target a composition percentage for their

management board of at least 30% women and at least 30% men, insofar as these seats are

occupied by natural persons. Since Alumexx does not qualify as large company, this best

effort obligation is not applicable. The two Management Board members are both male.

As of January 1, 2022, the act on “In-growth quota and targets” (wet Ingroeiquotum en

streefcijfers) came into effect. This act aims to promote a more balanced ratio of men and

women on management and supervisory boards. The act provides for a statutory in-growth

quota for supervisory boards of listed companies listed in the Netherlands to promote gender

diversity.

For supervisory boards, the act was incorporated in article 2: 142b of the Dutch Civil Code. It

states that as long as at least one-third of the members of a supervisory board are not men

and at least one-third of members are not women, the appointment of a person, which does

not contribute to a more balanced ratio of men and women on the supervisory board, shall

not take place. A composition target percentage is not required.

In 2024, the Company’s Supervisory Board was extended by a woman and now consists of

two male and one female member. Hence, the extended Supervisory Board of Alumexx is

composed in conformity with the act.

The in-growth targets for a more balanced composition of management boards only apply to

large public limited and large private limited companies. These companies need to report

annually to the SER according to a fixed format. However this is not yet applicable to

Alumexx.

In 2024, Alumexx has introduced a D&I policy for the group, concerning the composition of

the Management Board, Supervisory Board, sub-top management and the other employees.

The policy for the composition of the Management Board and Supervisory Board was set by

the Supervisory Board. The policy for the composition of sub-top management and other

employees was set by the Management Board, with the approval of the Supervisory Board.

The Supervisory Board is composed in accordance with the act on “In-growth quota and

targets” as reflected in the D&I policy. With regard to the Management Board, the policy

acknowledges that diversity of its composition may not be achieved in the upcoming years.

The current number of two Board members fits the size of the Company. The term for the

male members expires respectively mid-2026 and mid-2028, so vacancies are not expected

on short notice.

A composition target percentage has not yet been set for sub-top management nor for other

employees. However, for sub-top management, the Company has set the minimum quota for

women at 20% and for men at 50%. Both quotas are met.

For other employees the Company uses the following principles as its starting point with

regard to hiring-, selection-, move on- and promotion processes:

- Quality and surplus value outweigh gender;

- In case of equal quality and surplus value, preference will be given to a female

candidate;

- Decisions are based on relevant and objective criteria, without discrimination.

The Alumexx’ workplace hosts a substantial diversity of nationalities and a substantial

percentage of female employees.

5.6 General Meeting

The annual General Meeting is held annually within six months of the end of the financial

year. Extraordinary General Meetings may be convened, if necessary, by the Supervisory

Board or the Management Board, or by one or more shareholders who jointly represent at

least 10% of the issued share capital.

The agenda for the General Meeting includes all items provided for in the Articles of

Association. In addition, subjects may be added by the Supervisory Board, the Management

Board, or shareholders who together represent at least 3% of the issued capital.

In addition to the authorities mentioned in section 5.3 and 5.4, the General Meeting has the

following important authorities:

- adoption of the financial statements;

- result appropriation/determination of dividend;

- discharge of (the members of) the Management Board and the Supervisory Board;

- adoption, at least every four years, of the remuneration policy for the Management

Board by ¾ majority;

- approval of decisions of the Management Board regarding a significant change in the

identity or character of the Company;

- decisions to amend the Articles of Association or to dissolve the Company, provided

this is at the proposal of the Management Board with the approval of the Supervisory

Board;

- appointment of the Company's external auditor; and

- decision-making on any other proposals by the Supervisory Board or the

Management Board, such as on the designation of a body authorized to issue shares

and on the authorization of the Management Board to have the company acquire its

own shares or depositary receipts for such shares.

The Management Board - or, where appropriate, the Supervisory Board - informs all

shareholders and other parties in the financial market equally and simultaneously about

matters that may affect the share price. If price-sensitive information is provided during a

General Meeting, this information is made public without delay.

B. Compliance with the Code

The Code is about the governance of listed companies: governance in relation to

management, to responsibility and control, to supervision and accountability.

The Code contains principles and best practice provisions that regulate the relationship

between the Management Board, the Supervisory Board and the General Meeting. The

principles and best practice provisions focus on fulfillment of responsibilities in relation to

sustainable long-term value creation, risk management, effective management and

supervision, remuneration and the relationship with the General Meeting and stakeholders.

Compliance with the Code is based on the "comply or explain" principle. Alumexx complies

with the Code to the best of its ability. The Company was a small business prior to the

acquisitions dated March 31, 2023, so certain systems and functions, such as an internal

audit function, were almost naturally not in place. Until the end of 2023, the Company failed

to contract a PIE auditor, making it automatically impossible to comply with the provisions

relating to dealing with an external auditor. On December 20, 2023, an assignment letter was

signed by a PIE auditor, for the audit of the 2024 financial statements.

According to Best Practice Provision 1.1.4, a board should report on its vision for sustainable

long-term value creation and on the strategy to achieve it. Alumexx does so in chapter 3 (The

path to sustainable long-term value creation). According to the second sentence of this

provision, a report must also be made on the objectives formulated in this regard, what

effects have been of the company's products, services and activities on people and the

environment, how the interests of stakeholders have been taken into account in this regard,

what actions have been taken in this context and the extent to which the objectives set have

been achieved. Alumexx reports about this in Section 3.5 of this annual report.

In 2024, the Company has updated almost all of its policies and regulations, i.e.:

• rules of procedure of the Management Board.

• rules of procedure of the Supervisory Board.

• insider trading rules.

• code of conduct.

• Alumexx policy on bilateral contacts with shareholders.

• Alumexx stakeholder dialogue policy (new).

• D&I policy (new).

• memorandum about prescriptions for persons with managerial authority regarding

transactions in Alumexx securities.

• Alumexx Stock Option Plan (new).

C. Corporate Governance Statement

The Company needs to prepare a statement about governance, as stated in Article 2a in

conjunction with Articles 3 to 3b of the “Decree on additional requirements for the content of

the Management Board Report” (Vaststellingsbesluit nadere voorschriften omtrent de inhoud

van het bestuursverslag) (the "Decree"). Reference is made below to where the information,

to be included in this Corporate Governance Statement, can be found. By this reference, the

information is deemed to be part of the statement and the Management Board Report.

• information on compliance with the Code, as required by Article 3 of the Decree, is

provided above under B, entitled "Compliance with the Code."

• information on the main features of the management and control system related to

the group's financial reporting process, as required by Article 3a(a) of the Decree, is

provided in Chapter 4 (Developments during the reporting year) and in Chapter 6

(Risk management).

• Information on the functioning of the shareholders' meeting and its main powers and

the rights of shareholders and how they can be exercised, as required by Article 3a(b)

of the Decree, is provided in Section 5.6, entitled "General Meeting."

• information on the composition and functioning of the Management Board, as

required by Article 3a(c) of the Decree, is provided in Chapter 4 under "Personal

Details" and in Section 5.3.

• information on the composition and functioning of the Supervisory Board, as required

by Article 3a sub c of the Decree, is provided in Chapter 8 "Report of the Supervisory

Board" and in Section 5.4.

• information on the diversity policy regarding the composition of the Management and

Supervisory Boards, as required by Article 3a(d) of the Decree, is provided in Section

5.5.

• information regarding the inclusion of information as required by the Article 10

takeover directive Decree (Overnamerichtlijn), as required by Article 3b of the Decree,

can be found below under D.

D. Article 10 takeover directive Decree

The required information according to Article 1, paragraph 1 of the Article 10 takeover

directive Decree can be found in the following sections:

• Art 1.1 sub a up to and including g and sub i: in Chapter 2 "Alumexx shares";

• Art 1.1 sub h: "regulations on appointment and dismissal of members of the

management board and supervisory board": see above under Sections 5.3 and 5.4;

• Article 1.1 sub j: "major agreements, to which the company is a party and which come

into existence, are amended or dissolved under the condition of a change of control

of the company after a public offer within the meaning of Article 5:70 or Article 5:74 of

the Financial supervision Act (Wet op het financieel toezicht) has been made, as well

as the consequences of those agreements, unless the agreements or consequences

are of such a nature that the company will be seriously harmed by the

communication."

Currently, the Company has not entered into any agreements, which include a change of

control clause, and the Company has no intention to enter into such agreements.

• Article 1.1(k): "any agreement of the company with a manager or employee that

provides for a payment upon termination of employment as a result of a public offer

within the meaning of Article 5:70 or Article 5:74 of the Financial supervision Act."

There is no provisions in the agreements with the members of the Management Board,

whereby a benefit is granted in the event of termination of the assignment following a public

bid.

Etten-Leur, May 27, 2025

Jeroen van den Heuvel, CEO

Henk L. Hakvoort, CFO

6. Risk Management

6.1 Introduction

Doing business comes with taking risks. That is why it’s essential for Alumexx to identify risks

and apply management of risks when developing its strategy and conducting its operational

and financial management. Alumexx is willing to take some risks when doing business, within

the limits as identified by the Management Board under supervision of the Supervisory

Board.

These limits are drawn to prevent that individual actions will lead to disproportional risks for

the Company. The Alumexx risk management is designed to have reasonable certainty that

its business is conducted within the boundaries of its control systems. Alumexx more than

tripled its business activities in 2023. Consequently, it needed to expand its risk management

in 2024 with new reporting systems and extended estimations per business process of what

the impact of various risks may be. In the process, sustainability risks were further integrated

into risk management processes and business operations. In 2024 the Company formed a

project team to prepare reporting under the ESG / CSRD rules. In the process, several

relevant risk topics were identified as important to the Group. Based on the European

Commission’s omnibus proposals on sustainability, Alumexx does no longer have to report

under the CSRD rules. Nevertheless, Alumexx will incorporate relevant sustainability topics

in its risk management systems.

The Management Board has ultimate responsibility for the design, establishment and

supervision of risk management within Alumexx.

6.2 Risk appetite

Alumexx seeks a balance between acceptable risk on the one hand and entrepreneurship

and long-term value creation on the other. Alumexx' willingness to take risks is shown below

per risk category.

Category Risk appetite

Strategic risks: high / average

Operational risks: medium

Financial risks: low

Compliance risks: low / zero tolerance

6.3 Risk management and control systems

Alumexx’ policy is aimed at maintaining a strong financial position, so that the Company

continues to be a reliable partner for customers, suppliers, shareholders and employees and

new business activities can be developed. This means sufficient availability of cash flow, a

disciplined long-term investment policy and strict monitoring of costs and working capital.

The control system is designed to identify enterprise risks and manage these by internal

control systems.

• Identify and manage production related risks.

• Identify and manage risks related to safety.

• Identify and manage risks related to procurement contracts.

• Identify and manage risks related to security of supply.

• Manage cash and cash-equivalent flows within the Company.

• Detect and prevent fraud.

• Protect ICT systems and business data for cyber security.

On the basis of the Company’s financial objectives, the budget is planned with regard to

market activities, product development, level of staff and investments. These are translated

into an integrated financial budget. Both the annual plan and the budget are presented

annually by the Management Board to the Supervisory Board.

The annual plan and the budget form the basis for further progress reporting on a monthly

and quarterly basis.

Each month, the Management Team discusses a comprehensive financial report on the

course of business, whereby compares are made to the budget for the present year and the

results of the previous year. The Operational Directors, appointed for the business unit

Alumexx North, Alumexx Mid and Alumexx South, report on the ins and outs of operational

activities.

6.4 Tax policy

Alumexx pursues a responsible and conservative tax policy, within the borders of its value

creation model (see also section 3.3). Paying taxes contributes to the creation of a

sustainable long-term value for all stakeholders.

The Company’s business is driven by operational considerations, not by avoiding tax

payments. Alumexx' tax policy is based on the premise that taxes are paid worldwide and are

based on the economic value of operations.

Alumexx is compliant with relevant tax laws and regulations. Tax compliance is integrated

into its risk management. For being compliant, the Management Board seeks assistance

from external experts. The Alumexx organisation is structured in such a way, that a large

part of the economic value and thus a large part of the total group profit is realized in the

Netherlands.

The risk appetite tolerance in terms of taxes, and in terms of laws and regulations in general,

is zero. Alumexx does not use so-called tax havens as defined by the OECD. It has not

concluded agreements with third parties for the purpose of evading or avoiding taxes.

6.5 Code of conduct and whistleblower policy

To support a culture of integrity and ethical behavior, Alumexx has established a number of

rules of conduct in its Code of Conduct. The Code of Conduct describes the principles that

underlie the corporate culture of Alumexx. The Code of Conduct describes the standards and

values that are used within the Alumexx organisation, the desired behavior that goes with

these and outlines the expectations that employees should have of each other and of others.

There is also a whistleblower policy for the internal reporting of suspicions of wrongdoing.

Below, Alumexx has listed its main risks.

6.6 Strategic risks

Cyclical risks

Fluctuations in the economic climate (inflation) may lead to a decreasing demand for

Alumexx products and thus to a decrease in sales. Declining sales can be absorbed by

flexibility in production and by managing and reducing the use of freelancers.

Raw materials may become scarcer or more expensive due to cyclical fluctuations. One of

the Company’s mitigation measures is smart purchasing. Furthermore, Alumexx aims to

construct its supply contracts in such a way that increased costs can be largely offset by

higher selling prices. Since the acquisitions of Euroscaffold and ASC Group, Alumexx sales

markets have become more diverse which allows a better spread of risk. Furthermore, in

view of its larger size, the Company has a stronger position when negotiating purchasing,

sales contracts and sub-contracting.

Geopolitical risks / trade restrictions

The Russian invasion of Ukraine had little impact on Alumexx' commercial activities, but this

may change. Trade embargoes targeting Russian aluminium exports will (temporarily) lead to

price increases. As indicated above, Alumexx succeeds well in passing on price increases in

its selling prices. The customer, however, must still be willing to pay such higher price.

Alumexx has anticipated that the conflict in the Middle East may affect shipping of raw

materials from Asia: by partially sourcing its raw materials closer to home and by holding

higher stocks to secure supply it mitigates (potential) negative effects.

The impact and further development on the world economy of the Trump government

administration will be closely followed including the possible effects on export and import

duties as a result.

Increasing conflicts in the world may in general lead to more hesitant consumer spending

behavior. The larger size of Alumexx allows for a greater spread of risks, in terms of a larger

number of customers as well as the variety of branches in which those customers operate.

Energy related risks

The energy related risks are twofold: is there sufficient energy available for use, and is the

energy affordable? The war in Ukraine affected both energy supply and price.

Alumexx is reducing its dependence on external energy purchases, for example by installing

its own solar panels. This covers about 20% of the Company’s energy needs. Furthermore, it

was recently decided to have a major battery pack installation installed at the Alumexx South

location to secure and optimize energy availability.

Climate related risks

Climate related risks include the risk of global warming and climate changes. Currently, the

Company’s risk management system has not identified climate risks that are material to

Alumexx. In Chapter 3, the Company explains which measures it has started to reduce the

Company’s ecological footprint, which also relate to the climate impact. Furthermore, it is in

the process of replacing its fossil fuel generated energy in part by electrical generated

energy.

Risks related to product offering and development

Investments in product range and product development or the choice of brand policy may not

result in returns. Such investments are large and have a major effect on financial and human

capital over an extended period of time. A right product range in combination with an

appropriate pricing policy affects the Company’s competitor position.

Alumexx closely monitors the development and potential of its product range. It uses the

experience of the R&D department, which has built up extensive knowledge of the different

market groups over many years. The product portfolio and performance indicators are

carefully monitored. Alumexx serves various market groups and does not depend on single

propositions.

6.7 Financial risks

Credit risks

The credit risk concerns the risk of financial loss if a customer or counterparty to a financial

instrument fails to meet the contractual obligations assumed. Credit risks arise in particular in

the field of receivables from customers. The book value of the Company’s financial assets

represents the maximum credit risk.

The Company’s exposure to credit risk is primarily determined by the individual

characteristics of individual customers. In addition, management considers the demographics

of the customer base, including the risk of default in the industry and country in which the

customers operate.

There is no significant concentration of credit risk due to the large number of customers.

There are no customers who contribute 10% or more to revenue. With the ongoing growth of

the business this contribution percentage per customer is expected to further decrease.

Liquidity risks / meeting of covenants

Liquidity risks concern the risk that the Group will encounter difficulty in meeting the

obligations associated with its financial liabilities that are settled by delivering cash or another

financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible,

that it will have sufficient liquidity to meet its liabilities when they are due, under both normal

and stressed conditions, without incurring unacceptable losses or risking damage to the

Group’s reputation.

The Group aims to maintain the level of its cash and cash at an amount to meet the

repayment schedule of the secured bank loans in excess of expected cash outflows on the

operations. As part of the credit facility the Group must every calendar year demonstrate a 5

day in a row positive bank balance at the bank accounts with the bank which provided the

secured bank loan. For 2024 this has been fulfilled. There is no restricted cash within the

Group.

The Group also monitors the level of expected cash inflows on trade and other receivables

together with expected cash outflows on trade and other payables as main indicator for the

working capital not considering inventory. This excludes the potential impact of extreme

circumstances that cannot reasonably be predicted, such as natural disasters.

In addition, the Group maintains an EUR 2 million overdraft facility that is attached to the

secured bank loan agreement.

Interest rate risks

For the purpose of the acquisitions of Euroscaffold and ASC Group, the Company has

entered into

several financial facilities with Rabobank, in the aggregate amount of EUR 16,600,000. They

consist of:

• an overdraft facility of EUR 2,000,000.

• A loan of EUR 11,250,000 (Loan I).

• A loan of EUR 3,350,000 (Loan II).

Loan I in the amount of EUR11,250,000 has a term of 5 years. Repayment is made quarterly

in amounts of EUR 625,000, for the first time with effect from September 30, 2023. Loan I

has a short-term portion of EUR 2,500,000. Interest is based on 3-month EURIBOR with a

variable surcharge of 3% to 3.75%-point depending on the Senior Net Debt / EBITDA ratio.

With respect to this financing, an interest rate SWAP was entered into to fix the cash flow risk

relating to the variable cash flows from the variable interest rate. By means of this interest

rate swap, the variable 3-month EURIBOR has been fixed at an interest rate of 3.17% until

January 1, 2028. The interest rate is therefore fixed at 6.92%.

No interest rate swaps were entered into for the other interest-bearing loan and other

interest-bearing loans.

6.8 Operational risks

Supply chain and transportation risks

Circumstances, such as Covid-19 and the conflict between Russia and Ukraine, may result in

insufficient or untimely availability of products, or the inability to transport products. Such

supply chain disruptions can have a significant impact on cost prices, availability of raw

materials and materials.

Alumexx continuously monitors the balance between inventories, cost prices and availability

of materials on the one hand and its product range on the other hand.

To ensure security of supply, Alumexx holds larger inventories when uncertainties raise

concerns. Also, Alumexx shifts purchase orders to manufacturers that are closer by and

increases in-house production; both have a mitigating effect on transport risk.

Insurance has been taken out for container transport, both inbound and outbound.

Furthermore, products are increasingly purchased from different parties to reduce the risk in

supplier dependency. Meanwhile, the Company has achieved a good mix of stocking parties,

the availability of materials and stable prices.

Risks of production unit break down

A calamity, such as a flood or a business failure, could cause the breakdown of the

production unit at Alumexx North or Alumexx South. Alumexx has organised its business in

such a way that either unit could take over production from the other unit. It takes into

account that the production capacity at Alumexx North is considerably larger than at Alumexx

South. The Dutch central government and several local authorities have built a website which

identifies the risk of getting flooded, depending on one’s geographical position. Both Etten-

Leur and Krommenie are considered low risk areas.

Product liability risks

Ladders and scaffolding are used to work at height. This involves risks. As manufacturer and

supplier, Alumexx has a duty of care. This includes providing instructions for use in the

correct language.

Alumexx Mid hosts an Aboma-Amtek certified inspection body. It is certified to inspect

products according to the standards of the Dutch and - if applicable - European Commodities

Act. Alumexx takes care that its products are inspected and meet the applicable standards.

Alumexx ensures that its personnel keeps up to date of new techniques and standards, by

having them attend frequent training courses.

Alumexx North takes care of the TÜV certification process of the relevant products of the

Company.

Alumexx has taken out product liability insurance, with certain coverage in the U.S.

Integration risks

Alumexx and Euroscaffold were major competitors of each other for many years. After the

acquisition, there is a risk that those involved will continue to feel their own DNA strongly and

not integrate well. One of the integration steps is that the locations are no longer brand-

related, but relate to the type of customer. Hence, Alumexx North at Krommenie does not

only sell Euroscaffold products, but products that best fit a particular order. Operational

Managers have been appointed for Alumexx North, Mid and South. The Operational

Managers oversees the ins and outs of each location.

Risks, related to inability to attract, develop and retain talent

Western Europe is struggling with a tight labor market. For Alumexx, this means that it must

make an effort to be an attractive employer, in terms of salary, social benefits and career

opportunities. Alumexx has therefore expanded its HR department that monitors career

prospects and necessary training opportunities for employees. Pensions for all employees

accrue in accordance with the Collective Labor Agreement (CAO) Metaal en Techniek. In the

year under review, staff meetings were organised where people can make their wishes and

ideas known.

6.9 Legal and compliance risks

In addition to the legal requirements as set out in paragraph 4.1 the following legal and

compliance risks are identified.

Cybersecurity risks

Because online sales are an important part of the incoming cash flow, Alumexx

acknowledges the necessity to work exclusively with secure payment technologies. HTTP

with SSL certification is an example hereof. Post-payment facilities (e.g. Klarna) are offered,

but only after Alumexx has ensured that the payment provider guarantees payment and pays

in advance.

The increasing digitalization process ensures that Alumexx uses more software technology

as part of its products and services. The risk profile is hereby affected. Among others, this

concerns:

• Quality of and liability for digital products and services;

• Functional operation, maintenance and digital security of the Company’s offers;

• Risk of fines and other liabilities for violations under the General Data Protection

Regulation (GDPR) if the data contains personal data;

• The impact of cyber incidents, such as ransomware attacks on the business

operations.

Cybersecurity is integrated into the Company’s business operations. The Company uses an

SSL certificate that secures the connections through encryption for all mail traffic, every

connection to CRM Exact Online and the Alumexx web shops. As a result, confidential data

cannot be intercepted or mutated.

As a part of its further cybersecurity measures, Alumexx has stored all Office 365 data

elsewhere at places with advanced data protection systems capacities. The systems provide

enhanced data security, reliable backup and recovery, protection against data loss due to

accidental deletion, cyber threats and system failures. By storing its data externally, Alumexx

complies with relevant industry standards and safeguards the accessibility of critical

information.

Furthermore, Alumexx has taken out cybersecurity insurance with good coverage to be

resilient to any cyber incidents.

Fraud and corruption risks

As a good employer, Alumexx must prevent fraud within its organisation and has to monitor

that its people do not participate in bribery. Fraud and corruption carry the risk of fines,

penalties and/or loss of reputation.

Alumexx implements informal checks and balances and uses soft controls, for example by

monitoring specific expenditures, by educating employees on this subject and by evaluating

suppliers. The Company is transparent about unacceptable behavior (such as leaking

confidential information, falsifying documents or soliciting or accepting money or services).

The Company’s Whistleblower Policy and a Code of Conduct help monitoring compliance

with the anti-bribery and anti-corruption policy.

6.10 Reporting risks

Accounting, planning and control risks

The Management Board submits monthly and quarterly reports to the Supervisory Board,

and if necessary on an ad hoc basis; these include development of relevant markets, the

Company’s financial performance in relation to the budget and the operational progress of

projects.

Statement of the Management Board

In line with best practice provision 1.4.3 of the Code, the Management Board states to the

best of its knowledge, that:

1. the Management Board’s Report as included in this report offers an adequate level of

insight into the shortcomings in the operation of Alumexx’ internal risk management

and control systems;

2. the aforementioned systems provide reasonable assurance that Alumexx’ financial

reporting is free from material misstatements.

3. the report reflects the status of Alumexx’ current operations and the fact that the

financial reporting has been prepared on a going concern basis;

4. the Management Board’s Report contains material risks and uncertainties that are

relevant in the formulation of expectations as to Alumexx’ continuity.

Despite the internal risk management and control systems, material errors, fraud and

unlawful actions can still take place. The systems therefore do not provide absolute

assurance that targets will be achieved. They have been developed to obtain reasonable

assurance as to the effectiveness of controls implemented to mitigate financial and

operational risks related to organisational objectives.

In addition, the Management Board states, in compliance with Article 5:25(c) of the Dutch

Financial Supervision Act and to the best of its knowledge, that:

1. the financial statements provide a faithful representation of the assets, liabilities,

financial position, and profit/loss of the issuing entity and the companies included in

the consolidation; and

2. the Management Board’s Report provides a faithful representation of the position of

the Company at 31 December 2024 and consolidated businesses and performance

during the 2024 financial year and describes the significant risks the Company is

facing.

Etten-Leur, May 27, 2025

Jeroen van den Heuvel, CEO

Henk L. Hakvoort, CFO

Team Alumexx N.V., (from left to right); Vanessa van Lier (RvC member), Henk Hakvoort (CFO), Berry den

Bezemer (RvC Chairman), Jeroen van den Heuvel (CEO), Philippine Asjes (Legal Specialist), Wessel Peeters (IT

manager), Erwin Vrielink (RvC Member)

7. Report of the Supervisory Board

7.1 Message from the Supervisory Board

In this section, the Supervisory Board provides a summary of its supervisory activities

performed in the financial year 2024.

Details of the members of the Supervisory Board

BERRY A. DEN BEZEMER (MALE, 1960, DUTCH)

Chairman

Profession: CEO manufacturing company in recycling industry

Relevant additional positions: Chairman of the Board Felix Una B.V.; Supervisory Board

member Plastiform B.V.; Chairman of the Advisory Board Dero Groep B.V.

First appointment: June 15, 2021

Term of appointment: until the end of the regular General Meeting in 2025

Shareholdings in the Company: none

ERWIN VRIELINK (MALE, 1973, DUTCH)

Member

Profession: Finance Professional

Relevant additional positions: chairman of the Supervisory Board of housing association De

Eenvoud

First appointment: June 21, 2018

Reappointment: June 17, 2022

Term of appointment: until the end of the regular General Meeting in 2026

Shareholdings in the Company: none

VANESSA A.I. VAN LIER (FEMALE, 1973, DUTCH)

Member

Main position: Customer Coordinator large enterprises at the Tax Authorities

Relevant additional positions: Members' Council of Rabobank West Brabant Noord

First appointment: June 25, 2024

Term of appointment: until the end of the regular General Meeting in 2028

Shareholdings in the Company: none

Composition of the Supervisory Board

The composition of the Supervisory Board meets the profile published on the Governance

webpage of Alumexx. The composition is as such that the members of the Supervisory

Board are able to act independently and critically of one another, the Management Board

and any particular interests. The rotation schedule of the Supervisory Board is also

published on the Governance webpage.

Because of the acquisitions of Euroscaffold and ASC Group in 2023, the Supervisory Board

decided to have its size increased to a three member Board. Mrs. Vanessa van Lier was

appointed as third member at the General Meeting in June 2024.

In view of the current size of the Company and the Supervisory Board, the Supervisory

Board has not established an audit committee, remuneration committee nor a selection and

appointment committee. The Supervisory Board as a whole exercises the tasks of these

committees.

The composition of the Supervisory Board meets current Dutch gender diversity

requirements. The Supervisory Board believes that the current composition forms a good

balance between required knowledge, various skills and experience; it enables

the Supervisory Board to adequately fulfil its statutory duty of supervising and giving advice

to the Management Board. In the Supervisory Board's view, the Supervisory Board is

composed according to the requirements of independence, as described in best practice

provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code.

Composition of the Management Board

The Management Board consists of Mr. Jeroen van den Heuvel (CEO) and Mr. Henk

Hakvoort (CFO). Mr. Hakvoort was nominated for appointment by the Supervisory Board

because the acquisitions in 2023 required an extension of the Management Board. Mr.

Hakvoort was appointed CFO by the General Meeting in June 2024.

Financial Statements

In December 2023, the Management Board and Supervisory Board were pleased to

announce that an engagement letter had been signed with KPMG Accountants N.V. (KPMG)

for the audit of the financial statements 2024. Although other PIE audit firms did not submit

engagement letters to Alumexx, and there was no selection process, KPMG's offer was

critically reviewed and attention was paid to the audit scope, the engagement team, the

commitment and the audit fee. As stated in the annual report of 2023, Alumexx was not able

to receive an offer from one of the PIE auditors to audit the financial statements 2023 (and

prior years), despite many efforts of the Management Board and Supervisory Board. KPMG

was appointed to audit the financial statements 2024 by the General Meeting in June 2024.

KPMG audited the financial statements and issued an unqualified auditor's report including

Emphasis of matter due to a material uncertainty related to going concern, which is included

in the annual report in section Other Information. As this was the first year audit, the

Management Board, the Supervisory Board and KPMG held various meetings to discuss the

progress and findings of the audit. The Supervisory Board discussed the auditor’s report with

the Management Board and the auditor, covering topics such as the audit of the balance

sheet as per 1 January 2024, the purchase price allocations of the Euroscaffold and ASC

Group acquisitions, the integrity and the quality of the company's financial reporting, material

considerations regarding reporting, and material risks and uncertainties. No further specifics

were raised in a subsequent meeting with the auditor, which was not attended by the

Management Board.

The Supervisory Board is regularly informed about the Company’s operations through

meetings and financial reports with explanations from the Management Board. In addition,

the Supervisory Board had regularly meetings with the Management Team and other

employees to get a good understanding of the progress of the integration of the prior year

acquisitions, the mutual cooperation within the operating companies and the developments in

the market.

Based on the reports and these meetings, the Supervisory Board is confident that the annual

report 2024 provides a solid basis for the Supervisory Board's accountability for its

supervision of the Management Board’s management of the Company.

The Supervisory Board therefore advises the annual General Meeting to adopt the financial

statements 2024.

Dividend

The Supervisory Board agrees with the proposal of the Management Board not to pay a

dividend and to add the net result to other reserves.

Strategy

In financial year 2024, the Supervisory Board paid extensive attention to the Management

Board’s execution of the redefined strategy. The acquisitions of Euroscaffold and ASC Group

in financial year 2023 enables Alumexx to bundle knowledge, experience and assets in order

to strengthen its price-quality ratio and international growth. Majority of the Company’s

business sales are currently generated in the markets in the Netherlands, Belgium and

Germany. The Company plans to increasingly target other markets in Europe, such as the

United Kingdom.

A key goal is to achieve synergy benefits resulting from the acquisitions in 2023. This is

achieved through cooperation in the organisation based on a set objectives including optimal

use of skills, experience and knowledge present within the Company. Efforts are underway to

establish a unified corporate culture with shared values. Measures have been taken by the

Company to influence the culture and behavior of employees to contribute to the integration.

In 2024, the Supervisory Board monitored and observed the execution of the corporate

strategy and advised the Management Board on the further execution thereof. The

Supervisory Board regularly discussed topics with the Management Board on strategy and

long-term value creation. Furthermore, the Supervisory Board held sessions with the

Management Board and the Management Team on the progress of the integration of ASC

Group and Euroscaffold.

Strong leadership is essential to successfully implement the strategy. Therefore, the

Supervisory Board endorses the importance of leadership and leadership development, by

identifying potentials, facilitating further career development and offering remuneration

incentives, such as the ASOP which was introduced in 2024.

All in all, the Supervisory Board is confident about the Company's strategic choices and its

ability to achieve sustainable growth. The Supervisory Board appreciates the leadership

dedication of the Company’s management.

Sustainability as part of long-term strategy

The Supervisory Board endorses the importance of creating sustainable long-term value in

the interest of all of the Company's stakeholders. It supervises the Management Board its

assignment to realise this. The Supervisory Board evaluates performances, the progress

made and the effectiveness of the Company’s checks and balances system. Where

necessary, the Supervisory Board assists the Management Board with advice.

In 2024, the Company has formed a team that works on the set up of the measurements of

the Company’s footprint on people and environment. Some team meetings were attended by

a member of the Supervisory Board.

Looking ahead in 2025, the Supervisory Board will continue to monitor further sustainability

plans and achievements as a part of the Company's long-term strategy.

Diversity and Inclusion (D&I)

In 2024, Alumexx has introduced a D&I policy for the group, concerning the composition of

the Management Board, Supervisory Board, sub-top management and other employees. The

policy for the composition of the Management Board and Supervisory Board was adopted by

the Supervisory Board. The policy for the composition of sub-top management and other

employees was adopted by the Management Board, with the approval of the Supervisory

Board. The Supervisory Board is composed in accordance with the act on “In-growth quota

and targets” as reflected in the D&I policy. For more information, please refer to section 5.5.

Risk management

The Supervisory Board oversees the risk management policy and procedures at Alumexx,

with a focus on ensuring a structured approach to prevent that individual actions will lead to

disproportional risks for the Company. The Supervisory Board pays specific attention to the

fraud risk analysis performed by the Management Board. The analysis is discussed with the

Management Board on a yearly basis and key elements in this risk analysis are the

misappropriation of assets, reporting fraud and management override of controls. Alumexx

made progress in embedding risk awareness and accountability within the operating

companies, with increasing involvement from the Management Board. However, discussions

highlighted the need to further formalise risk ownership, including assigning clear

responsibilities. The Supervisory Board emphasized that making risk management more

actionable remains a key priority.

In 2024 and prior years, Alumexx did not establish an Internal Audit department. The

Supervisory Board reassessed and concluded it is still not needed to establish an Internal

Audit department, due to the current limited size and limited complexity of the Company. The

alternative measures are incorporated in the continuous access to the accounting and

operating systems, the reporting structure and the internal control systems.

Meetings and attendance

During the year, the Supervisory Board held six regular meetings with the Management

Board. In addition, several meetings were held to discuss the annual report 2023, the half-

year report 2024, the progress of the audit 2024, the execution of the strategy and the

acquisition of DeSteigerConcurrrent. All Supervisory Board members were present at the

aforementioned meetings. Some of the regular meetings were prepared by the Supervisory

Board members in advance. All members attended the regular meetings in person; the

meetings were held digital. Besides its meetings, the Supervisory Board had regular informal

contact with the Management Board members. In 2024, the Supervisory Board visited the

sites of Alumexx North at Krommenie and Alumexx Mid at Rotterdam to get a better insight

of the Company’s operations.

The General Meeting was held on 24 June 2024.

Evaluation

One of the principles of the Dutch Corporate Governance Code is that supervisory boards

should evaluate themselves on their own performance. In 2024, the Supervisory Board held

a separate meeting in which it evaluated its performance in the year 2023. In the same

meeting the performance of the Management Board was evaluated. In the Supervisory

Board's view, the Management Board’s performance was strong and effective in 2024.

Remuneration policy

On 24 June 2024, the General Meeting adopted a revised remuneration policy for both the

Management Board and the Supervisory Board. A benchmark was conducted for this

remuneration policy and a dialogue was established with various stakeholders.

This has resulted in a remuneration policy that complies with all relevant laws and

regulations and at the same time suits Alumexx. For the current remuneration of the

Management Board and the Supervisory Board, the Supervisory Board refers to the

remuneration policy 2024 as published on the Governance webpage of Alumexx.

Appreciation

2024 has been a challenging year for Alumexx, in which, apart from the regular business

operations, particular management attention was required for integration of ASC Group and

Euroscaffold, and for the KPMG audit. These circumstances have demanded much effort

from the Alumexx Management Board, the Management Team and all employees. The

dedication, commitment and loyalty of all involved have been greatly appreciated by the

Supervisory Board. The Board also respects the Company’s shareholders, customers and

suppliers for their continuous support of Alumexx. The Supervisory Board is convinced that

this commitment and loyalty will help Alumexx seize the opportunities of the future.

Etten-Leur, May 27, 2025

Berry den Bezemer, chairman of the Supervisory Board

Erwin Vrielink, member of the Supervisory Board

Vanessa van Lier, member of the Supervisory Board

7.2 Remuneration report

This report should be considered a report within the meaning of Article 2:135b of the Dutch

Civil Code and principle 3.4 of the Dutch Corporate Governance Code. It explains the

implementation of the remuneration policy for the Management Board and Supervisory

Board.

The structure of this report is as follows:

A. Management Board remuneration report for 2024

B. Supervisory Board remuneration report for 2024

C. Advisory vote General Meeting cast on June 25, 2024

A. Management Board remuneration report for 2024

In accordance with the provisions of Article 17(2) of the Articles of Association of Alumexx

N.V., the Supervisory Board set the number of members of the Management Board at two in

2024, this in view of the desired expansion of the Management Board with a CFO.

At the General Meeting of June 25, 2024, Mr. Henk Hakvoort was appointed as a CFO. The

Management Board thus consists of two people:

1) Mr. Jeroen van de Heuvel, chairman of the Management Board and CEO.

2) Mr. Henk Hakvoort, member of the Management Board and CFO.

The Management Board's terms of employment, as set out in the remuneration policy of

June 19, 2020, was updated in 2024. A revised remuneration policy was adopted by the

General Meeting on June 25, 2024.

The Management Board members are appointed on the basis of an assignment agreement.

The engagement agreement for Mr. Henk Hakvoort is effective from July 1, 2024.

The total amount of remuneration is in line with the remuneration policy to attract or retain

expert individuals, while they should be willing to accept the exposure of a position at a listed

fund for a moderate remuneration.

For variable remuneration, targets are set that are linked to long-term performances.

Reward package

The remuneration package of the members of the Management Board consists of the

following three elements:

A. Fixed annual fee

B. Variable remuneration

C. Secondary employment conditions and other arrangements

A. Fixed annual fee

In the spring of 2023, the Supervisory Board conducted a benchmark study on the

remuneration of management board chairmen of twelve stock exchange funds listed on the

local market of Euronext Amsterdam. The study also took into account the turnovers,

balance sheet totals and numbers of employees of these stock exchange funds. The

remuneration for the Alumexx CEO is set at a lower amount than the average of these twelve

funds. The starting point for the CFO's remuneration was taken from, among others, the EY

report Executive Remuneration in the Netherlands 2023 for Dutch listed funds.

The fixed agreed annual fee of the Management Board is composed as follows.

(in EUR x 1,000 unless shown otherwise)

2024

2023

Chairman of the Management

Board

CEO

300

Member of the Management Board

CFO

225

B. Variable remuneration (LTI)

The variable part of the remuneration is a new element compared to the previous

remuneration policy at Alumexx: it concerns the possible granting of option rights to

members of the Management Board. The Alumexx Share Option Plan (ASOP), approved by

the General Meeting on June 25, 2024, sets out the design and operation of the Option Plan.

This is considered to be a long-term variable remuneration component. Short-term variable

rewards such as bonuses have not been granted and are therefore not applicable.

Under the ASOP, a total maximum of 10% of the outstanding share capital per June 25,

2024, i.e. the number of ordinary shares plus the number of A shares, can be granted to

employees of Alumexx and its subsidiaries, in option rights for a period of three years. Of that

10%, a maximum of 35% can be granted to the members of the Management Board, of

which a maximum of 20% for the CEO and a maximum of 15% for the other members of the

Management Board.

Determine maximum number of options to be

issued

Number of shares outstanding as per June 25, 2024

14,844,551

100%

Maximum spendable options (= total pool)

1,484,455

10%

Awarded to CEO

90,000

Awarded to CFO

70,000

With regard to members of the Management Board, the number of options and the applicable

conditions are determined by the Supervisory Board. The conditions concern each individual

Management Board member and are both financial and non-financial.

The variable remuneration policy for the Management Board should encourage sustainable

long-term value creation. Therefore, to implement its award policy, the Supervisory Board will

not grant option rights to the Management Board all at once but will spread them over three

years over three portions to encourage the long-term benefits of such remuneration.

Furthermore, the variable remuneration, at the grant date, will not exceed 100% of the fixed

management remuneration of the Management Board member concerned.

Only when the conditions are met, the associated option rights are actually granted. To

retain the options, the Management Board member must continue to work for Alumexx for

three years after the grant date. On the expiration of three years, the Management Board

member will have a further two years to exercise the options. There will be a minimum of two

periods during which options can be exercised per calendar year. The Company intends to

issue new shares if options are exercised.

Some stock exchange funds have a form of variable remuneration, which constitute a "fixed

fee" after the achievement of performance criteria. That is not applicable for Alumexx. The

reason is that the development of the share price remains an uncertain factor, and bear the

risk of over-payment when options become exercisable.

The conditions set by the Supervisory Board for financial year 2024 contain qualitative and

quantitative objectives. The quantitative objectives relate to both financial conditions and

non-financial conditions for each Management Board member individually. The Supervisory

Board determined on 1 October 2024 that both Management Board members achieved the

applicable conditions.

Awarded variable remuneration per October 1, 2024 for achievement of conditions.

Number of

options

granted

Total value

X EUR 1,000

Attributable to 2024

(3 out of 36 months)

X EUR 1.000

Jeroen van de Heuvel

CEO

90,000

Henk Hakvoort

CFO

70,000

The options were granted at an exercise price of EUR 1.25. No options were exercised in

the year 2024.

In 2025, the Supervisory Board will determine the number of options to be granted to each

individual Management Board member and specific applicable conditions for each individual

Management Board member for the financial year 2025.

C. Secondary employment conditions and other schemes

Management Board members receive an annual expense allowance. Alumexx has taken out

liability insurance for members of the Management Board. There is no reimbursement to

Management Board members for health or accident insurance payments.

Management Board members do not receive pension contributions. No loans, guarantees or

similar benefits are provided to members of the Management Board.

The fixed expense allowances granted in 2024 on an annual basis are:

Fixed expense allowance

x EUR 1,000

2024

2023

Jeroen van den

Heuvel

CEO

Henk Hakvoort

CFO

Remuneration components

Art 2:135b subsection 2 of the Dutch Civil Code requires that the remuneration report shall

address at least the remuneration components of each Management Board member, as

shown in the table below.

(in 2024, in EUR x 1,000 unless shown otherwise)

Name

Fixed annual

fee

Fixed

expense

allowance

Variable

fee

Total

compensation

Ratio

fixed/variable

Jeroen

van den

Heuvel

300

364

99% / 1%

Henk

Hakvoort

112.5

22.5

138

98% / 2%

Mr. Henk Hakvoort was appointed CFO per June 25, 2024. His fixed remuneration fee and

his fixed expense allowance were paid as from July 1, 2024.

The remuneration of the Management Board was charged to Alumexx N.V.

There have been no claw backs of remuneration payments in 2024.

The table hereunder addresses the annual change in remuneration over the last five financial

years.

(in EUR x 1,000 unless shown otherwise)

2024

2023

2022

2021

2020

Remuneration Management

Board

Remuneration CEO

364

300

100

Remuneration CFO

138

Development of operating

profit

Operating profit before

depreciation and amortisation

5,800

4,600

300

500

400

Average remuneration on

full-time basis

Management Board

315

300

100

Remuneration employees

Average number of employees

(FTE)

Pay-out to Management Board

4.8

5.5

1.8

Pay-out to CEO

5.5

1.8

Salary payments of employees have been charged to the relevant subsidiaries. The pay-out

ratio is defined as the total payments to the Management Board respectively CEO divided by

the average salary of the employees.

B. Supervisory Board remuneration report for 2024

The members of the Supervisory Board received remuneration in the 2024 financial year in

accordance with the remuneration policy. The Company's financial scope was one of the

considerations when the amount was determined. The amount is considered to be moderate.

In the spring of 2023, the Supervisory Board conducted a benchmark study of the

remuneration of chairmen and members of the supervisory boards of twelve companies,

listed on the local market of Euronext Amsterdam. The study also took into account the

turnovers, balance sheet totals and numbers of employees of these funds. The Alumexx

Supervisory Board’s remuneration is set at lower amounts than the average of these 12

funds.

In 2024, the Supervisory Board decided to expand the Board from two to three members in

view of the growth of the Company. The Board not only wished to expand the know-how of

the Board, in accordance with the provisions of Article 25(2) of the Alumexx Articles of

Association, but also to apply the decree "Growth quota and targets". Article 2:142b of the

Dutch Civil Code prescribes that the composition of supervisory boards of a listed companies

should at least have one-third of male members and one-third of female members. On June

25, 2024, Mrs. Vanessa van Lier was appointed member of the Supervisory Board by the

General Meeting.

The composition in 2024 was as follows:

- Mr. Berry den Bezemer (Chairman) 1 January - 31 December 2024.

- Mr. Erwin Vrielink (member), 1 January - 31 December 2024.

- Mrs. Vanessa van Lier (member), 25 June - 31 December 2024.

The main focus areas of Mr. Den Bezemer are: General Affairs, Strategy, Production and

Logistics.

Those of Mr. Vrielink are: Finance, Risk Management and ICT.

Mrs. Van Lier’s supervision areas are: Corporate Governance, Legal and HR.

Given the current size of the Company and the Supervisory Board, the Supervisory Board

has not set up an audit committee, remuneration committee and selection and appointment

committee. The Supervisory Board as a whole exercises the duties of the committees.

The Company has taken out D&O liability insurance for Supervisory Board members. In

addition, business expenses are reimbursed and business travel expenses at 29 Eurocents

per kilometer.

On June 23, 2023, the General Meeting set the remuneration of the Chairman and members

of the Supervisory Board at respectively EUR 24,000 and EUR 20,000 per year, from 1 July

2023 and onwards.

For the financial years 2023 and 2024, the following remuneration was paid to the members

of the Supervisory Board on an annual basis:

(in EUR x 1,000 unless shown otherwise)

2024

2023

Berry den Bezemer

Chairman

Erwin Vrielink

Member

Vanessa van Lier

Member

The 2023 remuneration of the Supervisory Board members includes a moderate additional

payment for Berry den Bezemer and Erwin Vrielink for substantial additional work in

connection with the acquisitions of Euroscaffold and ASC Group.

Vanessa van Lier's remuneration 2024 includes an allowance for the training period before

her appointment of EUR 10,000.

New remuneration policy adopted by the General Meeting on June 25, 2024

The new remuneration policy aims to attract expert supervisory board members. Alumexx

wishes to attract Supervisory Board members who can handle the challenges and

opportunities Alumexx has to offer. Remuneration is reviewed periodically and at least once

every four years for market conformity and adjusted if deemed necessary. As a starting point,

the same reference group (benchmark) is used as for determining the remuneration for the

Management Board.

C. Advisory vote General Meeting, cast on June 25, 2024

The remuneration report 2023 was submitted to the General Meeting on June 25, 2024

following the provisions of section 2:135b of the Dutch Civil Code to propose to cast a

positive advisory vote. The General Meeting subsequently did so unanimously.

No questions were raised or further comments were made at the meeting, so the meeting did

not provide any indications that needed to be taken into account in the remuneration report

for the 2024 financial year.

Alumexx N.V. Annual Report

Consolidated statement of profit or loss and

comprehensive income for the year

ended 31 December

2024

2023 Restated*

EUR 1,000

Revenue

39.149

34.677

Cost of materials and outsourced work

-18.783

-19.953

Inventory movements of intermediates and

finished goods

368

658

-18.415

-19.295

Added Value

20.734

15.382

Employee benefit cost

-6.332

-4.366

Insourced direct staff

-3.163

-1.923

Amortisation

-1.088

-855

Depreciation

-2.105

-1.592

Other expenses

-5.464

-4.481

Operating profit

2.582

2.165

Finance income

427

Finance costs

-2.093

-1.693

Net finance costs

-1.666

-1.693

Profit before tax

916 472

Income tax expense

-274

-256

Profit for the period

642 216

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

2024

2023 Restated*

EUR 1,000

Other comprehensive income

Items that will never be

reclassified to profit or loss

Not applicable

Items that are or may be

reclassified to profit or loss

Cost of hedging reserve – changes in fair

value 11 -19 -103

-19

-103

Other comprehensive income

for the period, net of tax

-19 -103

Total comprehensive income

for the period

623 113

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

2024

2023

Restated*

EUR 1,000

Profit attributable to:

• Owners of the Company

642

216

• Non-controlling interests

642

216

Total comprehensive income attributable to:

• Owners of the Company

623

113

• Non-controlling interests

623

113

Earnings per share

Basic earnings per share (EUR 1)

0,04

0,02

Diluted earnings per share (EUR 1)

0,04

0,02

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

Consolidated statement of financial position as at

31 December 2024

(Before profit appropriation)

31 December

2024

31 December

2023

Restated*

EUR 1,000

Assets

Intangible assets and goodwill

14.601

15.689

Property, plant and equipment

1.865

1.978

Right of Use assets

5.317

6.146

Deferred tax assets

Non-current assets

21.783

23.874

Inventories

12.069

12.742

Trade and other receivables

3.074

3.197

Cash and cash equivalents

125

1.118

Current assets

15.268

17.057

Total assets

37.051 40.931

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

31 December

2024

31 December

2023

Restated*

EUR 1,000

Equity

Share capital

1.484

Share premium

20.435

Hedging reserve

-122

-103

Retained earnings

-16.897

-17.577

Equity attributable to owners of the

Company

4.900 4.239

Liabilities

Loans and borrowings

17.842

9.385

Lease liabilities

4.241

4.536

Provisions

173

Deferred tax liabilities

1.185

1.872

Non-current liabilities

23.441 15.966

Bank overdraft

1.265

Current tax liabilities

337

201

Loans and borrowings

2.902

13.951

Lease liabilities

1.232

1.689

Trade and other payables

4.199

3.620

Current liabilities

8.710

20.726

Total liabilities

32.151

36.692

Total equity and liabilities

37.051

40.931

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

Consolidated statement of changes in equity for the year

ended 31 December 2024

capital

premium

Hedging

reserve

Retained

earnings

Total

EUR 1,00

EUR

1,000

EUR 1,00

Balance at 1 January 2024, as

previously reported

1.484

20.435

-103

-17.917

3.899

— Impact of correction of errors

2(f)

340

Restated balance at 1 January

2024*

1.484

20.435

-103

-17.577

4.239

Total comprehensive income

Profit for the period

642

Other comprehensive income

-19

Total comprehensive income for

the period

-19

642

623

Transactions with owners of

the Company

Share based payments

Other movements

Total transactions with owners of

the Company

- -

- 38 38

Balance at 31 December 2024

1.484

20.435

-122

-16.897

4.900

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

capital

premium

Cost of

hedging

reserve

Retained

earnings

Total

EUR 1,00

EUR

1,000

EUR 1,00

Balance at 1 January 2023, as

previously reported

1.114 18.259

- -17.793 1.580

Total comprehensive income

(restated)*

Profit (loss)

- - - 216 216

Other comprehensive income

- - -103 - -103

Total comprehensive income

(restated)

- - -103 216 113

Transactions with owners of

the Company

Contributions by and distributions

to owners of the Company:

- Issue of ordinary shares related

to business combinations

370 2.176

- 2.546

Total transactions with owners of

the Company

370 2.176

- 2.546

Restated balance at 31

December 2023

1.484 20.435 -103 -17.577 4.239

* The comparative information is restated on account of correction of errors. See Note 2(f).

The notes are an integral part of these consolidated financial statements

Consolidated statement of cash flows for the year ended

31 December 2024

2024

2023

Restated*

EUR 1,000

Cash flows from operating activities

Profit for the period

642

216

Adjustments for:

• Depreciation

2.105

1.592

• Amortisation

1.088

855

• Net finance costs

1.666

1.693

• Gain on sale of property, plant and equipment

• Equity-settled share-based payment transactions

• Tax expense

274

256

• Trade receivables written off

• Provision for bad and doubtful receivables

5.241

4.396

Changes in:

• Inventories

673

823

• Trade and other receivables

796

• Trade and other payables

675

-3.016

• Provisions

303

Cash generated from operating activities

7.263

3.518

Interest paid

-1.414

-1.230

Income taxes paid

-872

-1.298

Net cash from operating activities

4.977

990

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

Acquisition of subsidiary, net of cash acquired

-13.694

Acquisition of property, plant and equipment

-509

-752

Net cash from (used in) investing activities

-462

-14.446

Cash flows from financing activities

2024

2023

Restated*

EUR 1,000

Proceeds from loans and new borrowings

362

14.600

Repayment of borrowings

-2.696

-1.250

Payment of contingent consideration

-510

Payment of lease liabilities

-1.439

-834

Net cash from (used in) financing activities

-4.283

12.516

Net increase/decrease in cash and cash equivalents

232

-940

Cash and cash equivalents at 1 January**

-147

793

Cash and cash equivalents at 31 December**

-147

* The comparative information is restated on account of correction of errors. See Note 2(f).

** Cash and cash equivalents includes bank overdrafts that are repayable on demand and form an integral part of

the Group’s cash management.

The notes are an integral part of these consolidated financial statements

Notes to the consolidated financial statements for the

year ended 31 December 2024

1 General

(a) Reporting entity and relationship with parent company (companies)

Alumexx N.V. (the ‘Company’) is a public limited liability company domiciled in the Netherlands.

The Company was incorporated in the Netherlands. The Company’s registered office is at

Leerlooierstraat 30 4871 EN Etten-Leur. The Company was founded in 1991 and is registered

in the Trade Register at the Chamber of Commerce under number 34110628.

These consolidated financial statements comprise the Company and its subsidiaries

(collectively the ‘Group’ and individually ‘Group companies’). The Company is a holding

company. The main activities of the group of which the Company is the parent are related to

manufacturing and selling of climbing materials. The activities of the Company and the Group

are carried out both inland and abroad, with the countries of the European Union being the

primary sales market.

(b) Financial reporting period

These financial statements cover the year 2024, which ended at the balance sheet date of 31

December 2024.

The financial statements of the Company have been prepared on the basis of the going

concern assumption taking into consideration the following:

In connection with the acquisition of Euroscaffold and ASC Group in March 2023 Alumexx NV

concluded a secured bank loan with Rabobank for a total amount of EUR 14.600.

The total loan consists of the following facilities:

• Loan of EUR 11.250 until 31 March 2028, with repayments in 18 instalments of EUR

625. As per balance sheet date 6 instalments have been repaid in accordance with the secured

bank loan agreement.

• Loan of EUR 3.350 until 31 March 2028 with a lumpsum payment at that date.

In addition, Alumexx concluded an overdraft facility amounting to EUR 2.000 of which EUR 40

was in use at balance sheet date.

For this secured bank loan and overdraft facility, the following covenants have been agreed:

• Senior net debt / EBITDA ratio

• Debt Service Coverage ratio

As per 31 December 2024 there was no breach of covenants. For further details, reference is

made to note 16 and 17 of these financial statements.