ALUMEXX N.V.

YOUR NEXT LEVEL SUPPORT

Alumexx N.V.

Annual report 2025

Etten-Leur, April 28, 2026

Contents

The Alumexx profile .................................................................................................................. 4

Alumexx shares ........................................................................................................................ 6

The path to sustainable long-term value creation .................................................................. 10

Developments during the reporting year ................................................................................ 15

Risk Management ................................................................................................................... 26

Corporate Governance ........................................................................................................... 36

Statement of the Management Board .................................................................................... 42

Report of the Supervisory Board ............................................................................................ 44

Alumexx N.V. Annual Report .................................................................................................. 56

Consolidated statement of profit or loss and comprehensive income .................................... 57

Consolidated statement of financial position .......................................................................... 60

Consolidated statement of changes in equity ......................................................................... 62

Consolidated statement of cash flows .................................................................................... 64

Notes to the consolidated financial statements ...................................................................... 66

Alumexx N.V. Company only report ..................................................................................... 131

Separate statement of financial position .............................................................................. 132

Separate profit and loss account 2025 ................................................................................. 133

Notes to the separate financial statements .......................................................................... 134

Other information .................................................................................................................. 147

Independent auditor's report ............................................ Fout! Bladwijzer niet gedefinieerd.

‘This copy of the 2025 annual report of Alumexx N.V. is not in the European single electronic reporting

format (ESEF) as specified in the RTS on ESEF (Regulation (EU) 2019/815). The ESEF version of the

2025 Annual Report is available at www.alumexx-nv.nl.’

Message from the CEO

Dear stakeholders,

In 2025, we worked hard to strengthen several basics of our organisation. It was not easy to

do so in a year, in which European markets were affected by geopolitical tensions and

economic uncertainties. However, the results of the choices we made as part of our long-

term strategy confirm that we are on the right track.

Previous acquisitions required us to further integrate our operations with regard to our

branding, organisation and teamwork. We managed to achieve all of these targets in 2025.

With the introduction of a clear brand structure and a full integration of our product lines, we

gave the company internationally a stronger profile while at the same time we realised further

efficiencies within the company. For the export market Alumexx now operates as a single

brand. Within the Benelux, we will maintain the well-known brands ASC and Euroscaffold for

a while.

Although the market in which we operate turned out to be hesitant in the first three quarters

of 2025, a positive turnaround manifested itself in the fourth quarter. Under these

circumstances, we are proud to say that we managed to cross the EUR 40 million revenue

threshold in 2025. It is a confirmation that our strategy works out well and that there is a

structural demand for high-quality and safe solutions for working at heights.

Our assignment for 2025 to strengthen several basics of our organisation required

investments in our organisation, not only to optimise our production and supply chain

processes but also to professionalise our commercial and digital infrastructure. With our clear

brand structure and stronger market profile, we are better equipped for further

internationalisation and scaling up, in line with our ambition to become a leading player in

Europe. The issue in 2025 of loans with warrants attached certainly contributed to our need

for funds to execute our long-term strategy.

Increase of sustainability is high on our agenda.

As a manufacturer of aluminium systems, we operate in a sector where circularity and

efficient use of materials are central. In 2025, we took further steps to optimise our use of

raw materials, to reduce waste and to extend the lifespan of our products. As a material,

aluminium is highly sustainable due to its high recyclability. We have committed ourselves to

increase the amount of recycled aluminium as a part of our supply chain.

We aim to structurally reduce our ecological footprint by investing in more efficient production

processes and better logistics.

Our buy-and-build strategy also needs to meet our sustainability principles. When we have a

look at acquisition prospects, we check if they align with our vision on quality, safety, and

corporate responsibility.

We think that Alumexx will be strengthened by a further diversification of products and

clients. Examples hereof are the acquisition of FlexTable B.V. early 2026 and an important

order from the Ministry of Defence.

With regard to safety, a core value at Alumexx, several measures were realised to improve

our products and internal processes. That working at heights should be safe is not only our

promise to the market, but also a responsibility within our own organisation.

We are aware that we can only realise sustainable growth with the committed involvement of

strong stakeholders. We thank our employees and stakeholders for their dedication and

flexibility at this time of change. We thank our customers and partners by showing their trust

in Alumexx by staying with us and helping us. Our appreciation goes to our shareholders for

their continuous support to us, which we see as a sign of their confidence in our strategy.

The strengthened basics of our organisation add to our confidence for the future. For the

time being, the developments in the Middle East may have a damping effect on our growth,

but in the long term we do not expect this to be a major risk to the growth and stability

position of our company. We continue to see opportunities for our company for further market

growth through differentiation and international expansion, while further embedding

sustainability in all our activities.

On behalf of the Management Board,

Jeroen van den Heuvel

CEO Alumexx N.V.

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 absorbed

two former competitors in the field of aluminum ladders and scaffolding. As a result, Alumexx

strengthened its position in the Benelux significantly.

Alumexx acquired a majority share in the activities of The SteigerConcurrent. The group

incorporated an entity in which 51% is owned by Alumexx, subsequently the business was

acquired via an asset and liabilities transaction. De SteigerConcurrent B.V. is a sales

company located at Hardenberg, close to the German border.

The Company comprises of three business locations Alumexx North (Krommenie), Alumexx

Mid (Rotterdam) and Alumexx South (Etten-Leur) and has a sales office in Hardenberg.

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 risk management, 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

The Alumexx’ Industrial clientele mainly purchases the

products through dealers. It concerns high-end business-

to-business companies that operate critical infrastructure or

advanced industrial systems.

Products for the Industrial market group also include

custom-made constructions (specials).

Professional

The Alumexx Professional clientele is the largest

market group of Alumexx. It covers mainly

self-employed construction workers as well as small and

medium-sized construction companies.

This clientele buys Alumexx products through dealers, the

Alumexx webshops and via third party webshops (business-

to-business).

Do It Yourself (DIY)

The DIY clientele mainly consists of handy(wo)men who

buy Alumexx products online, through the webshops of

Alumexx or third-party webshops (business-to-consumers).

Organisation chart

Dealers/Dealers

Self-employers/Dealers/

Webshops

Do-it-Yourselfer/Webshops

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

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.

Coöperatieve Rabobank UA (“Rabobank”) is the Company's listing agent. Following its

publication of the 2024 financial statements with a PIE auditor's opinion, the Company

returned to the regular trading group J1. The preceding five years its shares were traded at

trading group JG (penalty bench) due to the absence of an audited opinion to its financial

statements.

2.3 Capital structure

The Company’s authorised share capital amounts to EUR 4,4 million. 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”).

In 2025, 250,000 shares A were converted into ordinary shares.

Certificates of shares are not issued.

Movements in issued capital were as follows in the years 2024 and 2025:

01.01.2024 31.12.2024 31.12.2025

Ordinary shares 6,995,515 6,995,515 7,245,515

Shares A 7,850,000 7,850,000 7,600,000

Cumulative preference shares 9 9 9

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

Total 14,845,524 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

2025, 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. Option rights are reported to AFM once they have become unconditional.

Employee option rights become unconditional when the participant remains employed for a

period of three years after the issue date.

Name

Potential

Voting

rights

December

31, 2025

Warrants

Real

voting

rights

December

31, 2025

Ordinary

Shares A

Cum

prefs

Percent

December

31, 2024

M.B.H. Kok

32.50%

2.53%

29.98%

4,450,000

25.16%

J. van den Heuvel

25.60%

0.67%

24.92%

3,700,000

24.92%

P. van der Weide 12.46% - 12.46% - 1,850,000 1 12.46%

M. Hakvoort

12.46%

1,850,000

12.46%

S.E. Jost

3.48%

516,845

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. The amount paid on

each of the 9 shares issued is EUR 800 thousand. Dividend on the preference shares

amounts to 6% annually. 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 must consider 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. Until year end 2025, all dividends were accrued on the relevant cumulative

preference shares and are still to be paid to its holders.

Up till 2025, Alumexx has not yet formulated a reserve or dividend policy. However, the

Company does intend to do so. Alumexx' 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. Also, Alumexx needs to take the conditions set in the agreements

with financiers 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 came

into 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. The lock-up ended on March 31, 2025.

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.

The option 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 therefore be acquired after 3 years; the participant must execute his rights within a

period of 2 years.

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

issue per June 25, 2024, which amounts to 14,845,524 shares. The ASOP provides the

opportunity, not obligation, for participants to obtain a total of 10% (with an individual limit per

participant depending on the role).

The granting of option rights and the setting of related performance goals (if applicable) to

staff members and other employees by the Management Board needs the approval of the

Supervisory Board. Furthermore, the Supervisory Board has the authority to decide on the

granting of option rights to Management Board members. In the latter role, the Supervisory

Board determines the number of options rights and performance goals (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 Loan agreements with warrants

In September 2025, the Company concluded several loan agreements by way of private

placement with subscribers, up to a total amount of EUR 4.75 million.

The loans bear interest at a rate of six (6) per cent per annum. The Company issued one

Warrant per each subscription amount of EUR 4. The loans have a five-year term and are to

be repaid by the Company in twenty instalments, subject to certain ratios that need to be

met. It concerns the ratios that form part of the financial facilities, concluded by the Company

and Rabobank. The final repayment date is December 31, 2030.

The loans are subordinated to repayment of the amounts outstanding under the financial

facilities with Rabobank, unless the Company and Rabobank agree otherwise.

2.9 Authority to issue shares

On July 10, 2025, the General Meeting designated the Management Board of the Company

as the body authorised to issue shares and grant rights to acquire them, subject to the

approval of the Supervisory Board. The authority was granted for a period of 18 months, for

general purposes up to a maximum of 10% of the share capital outstanding on July 10, 2025,

and for an additional 10% if the issuance takes place in the context of a (i) merger, (ii)

acquisition or (iii) strategic cooperation. For the same period and the same number of

shares, the Management Board is designated to limit or exclude the pre-emptive rights,

which under Dutch law are vested in shareholders when the Company issues shares or

grants rights to acquire them.

2.10 Repurchase of shares

On July 10, 2025, the General Meeting authorised the Management Board, for a period of 18

months, to acquire shares in the capital of the Company on the stock exchange or otherwise,

against payment of consideration, with the approval of the Supervisory Board and within the

limits of law and the Company’s articles of association. 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 July 10, 2025.

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.

Consequently, about 80% of the targeted companies no longer must report under the CSRD

rules. Alumexx is one of these companies.

Nevertheless, Alumexx has begun to prepare itself for the CSRD Directive. It has already

completed the double materiality assessment.

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

creation value model, how Alumexx intends to conduct its sustainability policy. The double

materiality assessment and measure the impact of its actions on people and the environment

including the risk assessment in this respect is included in chapter 5.

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 regarding aluminum rolling

scaffolding. The acquisition enables the Company to bundle knowledge, experience and

assets 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 the execution of a policy on the 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. In 2025, a fourth business location

at Hardenberg was acquired.

Low footprint

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 in

use of and dependence on the availability of energy. Energy is saved at its plants by

generating energy through solar panels. A major battery pack installation was installed at the

Alumexx South location. It is meant to be a test setup for the whole company. 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 in the Company’s market position. Products are

made affordable by creating and optimising 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 replacing it with cardboard, although it is 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. To perform such examination, the Company enters

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 careful handling of energy

supplies, waste prevention and re-use 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 a distinct signing and routing in its production

facilities and to a hygienic working environment. Training courses (toolboxes) about 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 Sustainability - Risk assessment

Under the Corporate Governance Code, the Company must 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 a risk analysis under these objectives. Reference is made to chapter 5

regarding the risk assessment on sustainability.

4. Developments during the reporting year

Details of the members 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. Mr. van den

Heuvel is available for reappointment for another term of 4 years.

Other relevant positions: Member of the NEN committee, director-major shareholder A-

Colibus Holding B.V.

Shareholdings in the Company: 3.7 million shares A, 6 cumulative preference shares, 90,000

(2024) and 54,000 (2025) conditional option rights under ASOP and 100,000 warrants.

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 (2024) and 42,000 (2025) conditional option rights

under ASOP and 25,000 warrants.

4.1 Summary of developments

In the reporting year 2025, Alumexx’ turnover rose above EUR 40 million despite difficult

market circumstances. The uncertain geopolitical situation combined with limited building and

construction activities in the Netherlands (due to restricted building permits) probably caused

a hesitation for professional customers to invest in new working material.

However, Alumexx managed to achieve a growth in revenue, mainly because it performed a

high level of service. Its services include shipments within twenty-four-hours. Alumexx

shortened its supply chain by investing in its own webshops and the newly acquired webshop

of DeSteigerConcurrent.

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

partnership) 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.

To reduce Alumexx’ production dependence on energy markets, a major battery pack

installation was 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. This investment fits in

Alumexx’ policy regarding sustainability.

In 2025 the European Commission rules on CSRD reporting have been adjusted by

introduction of the Omnibus regulation. On the other hand, the sustainability requirements

following the Dutch Corporate Governance Code has not been adjusted. Therefore, the

sustainability still applies to Alumexx. Activities in relation to sustainability are included in this

annual report. Reference is made to paragraph 3.4 for Alumexx’ activities on sustainability.

In May 2025, the Company published its audited financial statements, after several years of

publishing annual reports without an auditor’s report. Although the cost of the audit was

significant, it was made in the interest of all stakeholders. The general meeting of

shareholders appointed KPMG as PIE-accountant for the reporting years 2025 and 2026.

KPMG’s fee proposal for its audit work is significantly lower. Another item on the agenda was

the reappointment of the chairman of the Supervisory Board, Mr. B.A. den Bezemer; he was

reappointed for a second term of 4 years.

On August 20, 2025, the Company submitted a teaser with basic conditions for loans with

warrants to a selected group of investors. It resulted in the conclusion of loan agreements

with several subscribers, in total amounting to EUR 4.75 million. The Company issued one

warrant per subscription amount of EUR 4 (x EUR 1) at a strike price of EUR 1.50 (x EUR 1).

Part of the new available liquidity will be used to strengthen the export department and to

invest in further robotisation of the production facilities of Alumexx.

Further information on the loan conditions can be found under the heading “Loans and credit

facilities”.

Alumexx has significantly grown in the last years. The various acquisitions have resulted in a

variety of business locations, brands and markets. To accelerate the integration process and

the level of digitisation, the Company acquired useful recommendations from an external

consultant. The Company will enhance their processes and further digitalize where possible

to reduce cost and be able to scale expected future growth.

4.2 Financial results

4.2.1 Key figures

In EUR ‘000 or as a percentage

2025

2024

Revenue

40.132

39.149

Gross margin (added value)

52%

53%

EBITDA

4.294

5.775

Result for the period

-694

642

Total assets

34.953

37.051

Total equity

4.963

4.900

Solvency

14%

13%

Non-current liabilities

22.695

23.441

Working capital

8.265

6.558

Operating cash flow

2.992

4.977

Investing cash flow

-129

-462

Financing cash flow

-873

-4.283

Change in cash and cash

equivalents

1.990

232

In the reporting year 2025, Alumexx’ turnover rose above EUR 40 million. The market

circumstances in 2025 were difficult due to geopolitics and decline in issued construction

permits. The increase of interest rates had also a declining effect on the building and

construction market.

Many new construction projects were delayed due to the nitrogen issue, shortage of building

land, and overloading of the electricity grid.

Despite all aforementioned issues, Alumexx was able to increase revenue.

Gross margin decreased by 1%. The main reason was the price pressure due to international

competition. Because Alumexx Group has 3 main groups (DIY, PRO and Industrial) it was

decided to lower the prices of DIY segment to demotivate new competition to induce market

introductions.

EBITDA decreased by EUR 1.4 million. Besides the decrease in margin, the largest impact of

the decrease was caused by the audit cost charged by KPMG. The total audit cost of the

financial statements 2024 amounted to EUR 0.8 million. EUR 0.5 million of these costs have

been recognised in the financial statements of 2025 because of accrual accounting principles

under IFRS. Furthermore, the cost relating to employee benefits increased due to mandatory

salary increases agreed in the collective labour agreement.

Inflation had an overall impact on increasing cost incurred which could not be recharged to

customers.

Total assets decreased due to amortisation of intangible assets following the acquisition of

ASC Group and Euroscaffold. The depreciation of Property, Plant and Equipment and Right

of Use assets exceeded the investment on relating assets.

Defined as current assets minus current liabilities

Although a loss was reported, equity remained stable mainly due to the issuance of warrants

(reference is made to 4.2.2.)

Non-current liabilities decreased. In 2025 additional repayments on secured bank loans have

been made. Also, loans with warrants attached have been issued (reference is made to

4.2.2.)

Working capital increased. Inventory decreased in line with management target to lower

inventory by EUR 0.1 million per month. Trade and other receivable decreased as well.

Cash and cash equivalents increased by almost EUR 2 million.

4.2.2 Loans and credit facilities

Issue of loans with warrants attached

To accelerate growth, on 25 September 2025 the Company announced that it has issued

loans with warrants attached. The notional amount of the loan with warrants attached

amounts to EUR 4.75 million.

The loans bear an interest of 6% and will be repayable in 20 quarterly instalments. The loans

with warrants attached are subordinated to the loan facility with the Rabobank. Therefore, the

payment of interest and repayment of the loan are subject to certain conditions agreed with

the Rabobank.

Besides an interest of 6%, one warrant is issued per EUR 4 (x EUR 1) subscription. In total

1,187,500 warrants are issued. The exercise price is EUR 1,50 (x EUR 1). The term is five

years.

The proceeds will be allocated to:

• A one-time additional repayment to Rabobank of EUR 1.5 million. In return Rabobank

agreed to a total reduction of repayment obligations of EUR 2.65 million from the

third quarter 2026 up and including the fourth quarter of 2027and a reset of

covenants;

• Further robotics and production optimisation;

• Expansion of export activities, with a focus on Germany, Scandinavia, and Southern

Europe;

• Increasing brand awareness in international markets;

• Reducing financing costs by optimizing the capital structure.

Adjustments to the loan facility with Rabobank

During the first and second quarter 2025 the Company could not 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 of 2025 the Company received a waiver of the Rabobank. In the first and

second quarter 2025, the Company did repay the instalment of EUR 625 thousand in

accordance with the secured bank loan agreement.

In addition to the waiver obtained for the first quarter, the Company started negotiations with

the Rabobank to adjust the loan agreement. The result of the negotiations was as follows:

• Waiver for the second quarter of 2025. The Company received after the reporting

date of 30 June 2025 a waiver for the second quarter of 2025. Consequently, the

relating liabilities in the semi-annual report 2025 have been presented as current as

per 30 June 2025.

• Adjustment of the repayment schedule. The proceeds of the loan with warrants

attached has been used by the Company to repay an additional amount of EUR 1.500

thousand before 30 September 2025. In return the Rabobank reduced the quarterly

repayment of EUR 625 thousand to EUR 300 thousand for the next 4 quarters and to

EUR 400 thousand for the subsequent 6 quarters, resulting in less repayment of EUR

1.150 thousand until the end of 2027. This amount will be payable on 31 March 2028.

• Covenant reset. Following the additional repayment to Rabobank and the renewed

repayment schedule of the Rabobank, the covenants have been reset.

The Senior net debt / EBITDA ratio for the third quarter 2025 was not tested. From the fourth

quarter 2025 onwards, new ratios have been agreed being 2.74 for the fourth quarter 2025

till 2.00 from the second quarter 2026. The Senior net debt / EBITDA ratio was met as per 31

December 2025.

The Debt Service Coverage ratio for the third and fourth quarter 2025 was not tested.

From the first quarter 2026 onwards, new ratios have been agreed being 1.00 for the first

quarter 2026 till 1.10 from the third quarter 2026.

Through the restructuring of covenants with Rabobank, financial flexibility has been

significantly improved and risks related to business continuity further reduced.

4.3 Management and personnel

4.3.1 Management Board and other senior personnel

The Management Board of Alumexx N.V. has two members: Mr. Jeroen van den Heuvel,

CEO and Mr. Henk L. Hakvoort, CFO.

A team of managers (the “Management Team”) is responsible for the daily management of

the operating companies of the Alumexx group. This 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 previously managers of Euroscaffold. Alumexx B.V. has

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

Team are Mr. Henk Hakvoort, 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 on a monthly basis. In these meetings, sales, costs, the

operational course of business ongoing projects and related objectives are discussed and

managed. 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 Management 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 in the departments of Sales, Purchase,

Production, Logistics and Operations.

In 2025, the number of FTEs, employed by the Alumexx Group, remained stable at 71.

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

The Collective Labor Agreement that currently applies was concluded in 2024 and runs from

April 1

, 2024, until February 1

, 2026. It provides a salary raise of 13% in three instalments:

the first on July 1

, 2024, the second on March 1

, 2025, and the third in October 2025.

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

In 2025, Alumexx introduced a job architecture for its entire organisation to further strengthen

its human capital management. The job architecture comes with a job classification system

and provides a transparent structure for roles, responsibilities and reporting lines across the

organisation. It enhances internal consistency in job grading, supports fair and market-

aligned remuneration practices and contributes to improved talent management, career

development and succession planning.

In one of its personnel meetings, held on the first of May 2025, the Company explained that it

planned to implement the job architecture in a couple of steps. First, the Company mapped

the existing functions and responsibilities within its organisation by conducting interviews with

managers and employees to gather input for job descriptions. Next, clear job profiles were

written for each role, followed by integration of the job functions in the Company’s HR

approach (for example about hiring people and the set-up of training courses). The last step

was to communicate the changes and opportunities, that come with the new job structure, to

the employees. Thereto, Alumexx organised training and information sessions.

Twice a year, Alumexx organises meetings with its personnel. The second meeting was held

in December 2025. Meetings are announced in one of the monthly newsletters and/or by e-

mail invitations. Employees can put certain topics on the agenda or propose them for

discussion.

Apart from the job architecture to stimulate employees’ motivation, the Company offers the

possibility of employee option rights under the ASOP (see sections 2.7 and 4.3.3.).

Further progress was made to establish a unified corporate culture with shared values,

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

Further integration is to be achieved by ‘soft controls’, to influence the culture and behaviour

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

and developments in the market. In January 2026 a New Year event was organised.

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.

4.3.3 ASOP (Alumexx Stock Option Plan)

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

ASOP). Eligible participants are people as 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. In total participants can be granted up to 10% of the Company’s share capital in

issue on June 26, 2024. This equals a maximum of 1,484,551 option rights over three years.

The portions per year does not need to be equally divided.

In 2024, personnel and employees without managerial authority were granted a total of

120,000 option rights. Furthermore, 230,000 option rights were granted to members of the

Management Board and to employees with managerial authority. The 2024 option rights can

be exercised after three years at the earliest. The exercise price was EUR 1.25.

In 2025, personnel and employees without managerial authority were granted a total of

165,000 option rights. Another 300,000 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. Based on the assessment of the

achievement of certain targets, 131,000 option rights lapsed. The targets are set by the

Supervisory Board, at the latest in the month of December for the upcoming year. As far as

targets are not met, option rights lapse. Lapsed options will flow back to the share pool.

The 2025 option rights can be exercised after three years at the earliest. The exercise price

was EUR 1.44.

4.4 Business operations

4.4.1 Business locations

The Company has four business locations: Alumexx North at Krommenie, Alumexx Mid at

Rotterdam, Alumexx South at Etten-Leur and one in Hardenberg. The Company’s

headquarters are at Etten-Leur.

Alumexx North

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

several locations at the industrial site “Noordervaartdijk” at Krommenie. The property is

rented. North 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 both produced for orders from Alumexx South and DeSteigerConcurrent and for

orders from customers; the latter are sold through online sales channels and dealers.

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 of

aluminium products to and for the petrochemical industry and other industrial companies in

the Rotterdam port area. The products are mainly custom-made structures.

The Company intends to further expand its range of specials, with products that safeguard

the performance of work at height (cage ladders for escape routes, roof edge protection,

etc.).

Another expertise that is concentrated at Alumexx Mid is the inspection and repair work of

climbing equipment. The Aboma-Amtek certification, required for this purpose, was obtained

early 2024.

The quality checks that Alumexx Mid performs are usually 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

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 this second production facility at Alumexx South,

also as a backup for production at Alumexx North if that would be necessary.

Hardenberg

The Company has a 51% interest in De SteigerConcurrent B.V. (“DSC”). Apart from sales

through its webshops, DSC builds websites and contributes to further digitalisation of the

Company’s processes. DSC has its business seat at Hardenberg, close to the German

border.

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; TÜV

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 R&D team’s task is to design and develop products that last long and can be used

repeatedly. When doing so, the R&D team needs to take all relevant (safety) regulations into

account. Another guideline for the team is that the products should contribute to a reduction

of the footprint on the environment.

Alumexx North was assigned with the task to acquire a TÜV certification for products

manufactured at Alumexx South and to extend existing certification to new products. This

was achieved on October 31, 2025. TÜV certification is especially important and necessary

for the German market.

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

• Nordic EU (Scandinavia)

• South Europe (Spain / Portugal / Italy)

• East Europe (Poland / Czech Republic)

• Central Europe (Austria / Switzerland)

• Baltics (Estonia / Latvia / Lithuania)

• Non-EU

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

4.4.4 Market oriented product groups and sales channels

The Company brings its aluminium climbing equipment to the market through four sales

channels: via dealers, via self-owned online platforms and via third-party owned online

platforms. The buyer’s group is mainly situated in Western Europe. Through its products

Alumexx targets three sorts of market groups: the industrial market (Industrial), the

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

Market oriented product groups

Industrial

Industrial is a large product group by revenue size. The customers, that Alumexx targets with

the product group Industrial, are high-end business-to-business companies that operate

critical infrastructure or advanced industrial systems. The Industrial products are for example

high-end rolling scaffolds, heavy duty stairs and custom-made constructions. Industrial

products are primarily sold through the dealer network. Dealers both operate as stockkeeper

and as sales channel (business-to-business).

Professional

Professional is also a large product group by revenue size. The market group for

Professional products exists mainly of self-employed construction workers and small to

medium-sized construction companies.

The product range for this market group varies from small professional stepladders to 16-

meter scaffolding towers. Professionals buy the Alumexx products through dealers and

webshops, both via the Alumexx webshops and via third-party webshops (business-to-

business).

DIY

DIY products are mainly bought by private individuals for use around the house. They buy

Alumexx products in DIY stores, or online, either through the webshops of Alumexx or

through third party webshops (business-to-consumers).

The best sold 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:

Dealers and distributors (82% sales revenue)

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

and distributors sell products directly to end users, the distributors through drop-shipments.

End users are for example construction companies, contractors and industrial companies.

Dealers and distributors 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. Distributions are ongoing.

Self-owned online (web)stores (16% sales revenue)

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

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

Lado.nl. and desteigerconcurrent.nl. Customers can find information on products and

specifications through the Company’s own webshops (as well as through external platforms).

Supporting staff are available to answer any questions and/or render support.

Third-party online (web)stores (2% sales revenue)

Alumexx selects other party’s platforms by criteria such as customer reach, which needs to

be large. Big third-party platforms tend to have significant commission costs. The challenge

for Alumexx is to pass on these commission costs in its sales prices. The main external

platforms the Company uses are Amazon, Bol.com (Netherlands and Belgium), Coolblue,

FonQ, Toolstation and Ebay.

DIY stores

For some years, Alumexx has kept a close eye on working with retail DIY stores. However,

their contract conditions tend to be unfavorable. At the end of 2025, Alumexx came to an

agreement with Hornbach, the international chain of big DIY stores. Deliveries started in

2026.

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 anticipates that necessary measures may be required in case of Trump

administration import duties.

4.5 Developments in 2026 and outlook

Developments in 2026

The Company aims to increase exports and has thereto expands its management team. The

export strategy is to increase brand awareness by targeting the market with one single

brand, Alumexx Pro, and a corresponding logo.

To strengthen the range of its Professional products, Alumexx has concluded a strategic

partnership with Protector Guardrail. It concerns the production and delivery of permanent

roof edge and fall protection systems. A good selling point is that the products will be offered

through a digital portal with user documentation in six languages. This improves the position

of Alumexx when it comes to (inter)national tenders.

Scafom-Rux has been brought on board as a strategic partner in Germany. It was agreed

that Scafom-Rux will act as a partner to assist Alumexx in expanding its Industrial products

with heavy-duty aluminum scaffolding to compete with the usual steel scaffolding. New

orders were concluded for Industrial products; it concerns custom-made products for VDL

and the defense industry.

In 2026, Alumexx has become official supplier of Hornbach, the major international DIY

store, and has started deliveries in Q1. New products are being developed in this context to

strengthen the position of Alumexx DIY.

Alumexx introduced a new product line in 2026 for semi-professionals and do it yourselfers:

Alumexx BasiQ. BasiQ products will be mainly sold through self-owned platforms. This will

allow the Company to use IT and AdWords costs more efficiently. The Company will also

start conventional TV and marketing campaigns to target this market group.

Early 2026, Alumexx signed a Letter Of Intent with the owners of FlexTable B.V. This

company owns the European patent for the so-called Smart Level products. It concerns a

stepless aluminum construction, used as a base for furniture on uneven surfaces, such as

(bar) tables. The transaction regarding the acquisition of FlexTable B.V. was closed in Q1,

2026. The sellers were partly paid in cash (EUR 125 thousand) and partly in shares (150,000

shares).

With regard to financing of the Company and workforce, no significant changes are

expected.

Outlook

In the last quarter of 2025 revenues grew in comparison to Q4, 2024. In combination with

other positive signals from the construction and renovation sector, the Management Board

expects an upward trend for 2026.

5. Risk Management

5.1 Introduction

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

and apply risk management when developing its strategy and conducting its operational and

financial activities. Alumexx applies a certain level of risk appetite when doing business,

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

Board.

These limits are drawn up to prevent individual actions leading to disproportional risks for the

Company. The Alumexx risk management is designed to have reasonable assurance that its

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

substantial acquisitions and increased its business activities since 2023. Consequently, it

needed to expand its risk management with new reporting systems. It extended per business

process estimations about the possible impact of various risks. Thus, Alumexx has

developed a Risk and Control Matrix. The Risk and Control Matrix is inspired by the common

COSO-model. In the process, sustainability risks were further integrated into risk

management processes, procedures and business operations. Furthermore, 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 regulations. 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.

5.2 Risk appetite

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

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

below per risk category.

Category Risk appetite

In general, the risk appetite of Alumexx regarding the following risk types can be summarised

as follows:

• Strategic risks: average to high

• Operational risks: medium

• Financial risks: low

• Compliance risks: zero tolerance to low

5.3 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 health and 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.

• Prevent and detect fraud.

• Protect ICT systems and business data against cyber security.

On the basis of the Company’s financial objectives, the budget is planned regarding 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 comparisons 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.

In 2025 the following internal controls have been enhanced:

• Limiting access of employees to information systems outside their professional needs

• Introducing prescribed workflows regarding authorising supplier invoices

• Improvement of inventory tracking

• Periodical review of financial performance and reporting

In 2026 further activities will be undertaken to improve internal controls from a detective

approach to a preventive approach. Improved controls are planned for inventory monitoring,

purchase and cash disbursements.

5.4 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 realised 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.

5.5 Code of conduct and whistleblower policy

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

The risk management procedures take into account that the activities of Alumexx are mainly

concentrated in the Netherlands. Therefore, soft controls have a prominent place in the

design of the controls to manage the risks.

Below, Alumexx has listed its main risks.

5.6 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 to purchase its expected use for the coming six to

twelve months by forward contracts. 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 geopolitical situation had little impact on Alumexx' commercial activities, but this may

change. Trade embargoes and increasing energy prices might lead (temporarily) lead to

increasing cost of production or (temporarily) unavailability of materials. As indicated above,

Alumexx has several instruments to manage the risk on price increases. It pursues second

sources to secure availability of materials. The customer, however, must be willing to pay a

higher price if the situation will not change in the second half of 2026.

Apart from preparations to mitigate cost increases, Alumexx anticipates that the Middle East

conflict may affect shipping of raw materials from Asia. It does so 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.

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.

Alumexx is also looking for diversification possibilities of related aluminium products,

provided it will contribute to its business model and fits the capabilities of Alumexx.

5.7 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 5% or more to revenue. With the ongoing growth of

the business this contribution percentage per customer is expected to further decrease.

The credit risk is monitored frequently, and the level of defaults is not significant.

Liquidity risks

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 available at hand 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 2025 and 2026 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 indicators 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 a EUR 2 million overdraft facility that is attached to the

secured bank loan agreement.

In addition to the secured bank loans, loans with warrants attached have been concluded in

2025. The repayment schedule on these loans is 5 years, with quarterly installments. The

payment of the instalments is subject to conditions set by the providers of the secured bank

loans. Based on current expectations the first repayments will start in the second half of

2026.

Floating 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 16,6

million They consist of:

• an overdraft facility of EUR 2 million.

• A loan of EUR 11,25 million (Loan I).

• A loan of EUR 3,35 million (Loan II).

Both loans have a floating interest rate based on 3-month EURIBOR plus a surcharge.

For loan I an interest rate SWAP was entered into to mitigate 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.

Due to the adjusted repayments schedule on loan 1, the exposure for the cash flow risk has

been increased. Due to the one-off repayment in September 2025 and the subsequent

delayed repayments, the SWAP does not exactly meet the initial repayment schedule.

No interest rate swaps were entered into for the other interest-bearing loans.

5.8 Operational risks

Supply chain and transportation risks

Circumstances of different cause may result in insufficient or untimely availability of

resources, or the inability to transport products. Such supply chain disruptions can have a

significant impact on cost prices, availability of raw materials and supporting 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 keep 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 could make their wishes and

ideas known.

5.9 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 webshops. 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. To keep employees aware of cyber risks, on a regular basis

the IT department shares examples of phishing emails and other cyber risks.

Fraud and corruption risks

As a good employer, Alumexx must prevent fraud within its organisation and must 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.

5.10 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.

5.11 Sustainability risks

Assessment

With the support of Rabobank consultants, Alumexx composed a long list with sustainability

matters covering Environmental, Social and Governance related topics. Per topic on the

longlist Alumexx assessed whether the topic is potentially material and at what point the topic

impacts the value chain: Upstream, Own operations or Downstream.

After the assessment, the longlist was reduced to a shortlist with 10 themes. Stakeholders

were requested to share their view on the qualification of the 10 themes as being of high,

medium or low importance. Those stakeholders were selected from a wide audience, such

as customers, suppliers, shareholders and financing providers.

Based on the outcome of the internal (inside-out) and external (outside-in) analyses Alumexx

has formulated its double materiality analysis. The 10 themes are shown in matrix below.

Per theme it has been assessed whether the impact results in risks or opportunities. The

table below gives an overview of these analyses. The last column further explains the theme

and elaborates how Alumexx intends to manage the risk.

Based on the analyses regarding sustainability, Alumexx is committed to enhance a positive

contribution and reduce most and any negative impacts on all markets involved. Alumexx

focusses on delivering sustainable and advantageous solutions. Alumexx’ pursues a broad

spectrum of sustainable goals, including those that might fall outside the activities specified

by the EU Commission.

Theme Inside-

Out

Outside-

Impacts Risks Opportunities Explanation

1. Climate & energy High High

Energy use and CO2 emissions from

operations and logistics; positive impact

through solar panels and efficiency

measures.

CO2 taxes, higher energy prices,

stricter emission requirements and

supply risks due to grid congestion.

Cost reductions through energy

savings, scaling up own renewable

generation and customer preference for

low-CO2 products.

Stakeholders request CO2 reduction

across all scopes; the company already

uses solar panels and has battery

packs in place to storage unused solar

generated energy. Further focus on

process optimisation will reduce the use

of energy as well.

2. Circularity & recycling High High

Aluminium is 95% recyclable; return

flows and waste separation reduce

material use and waste.

Tighter waste regulations and

dependency on the quality of recycled

material; insufficient return flows or high

logistics costs.

Cost savings through material reuse,

reputational benefits and new services

such as repair and refurbishment.

The value chain and internal processes

emphasise recycling and repair;

circularity is a recurring theme in

stakeholders dialogues. Alumexx has a

system in place to collect used

aluminium. Also packing material

coming from suppliers is reused where

possible.

3. Raw materials &

suppliers Medium High

Upstream impact through aluminium

extraction and production, mitigated

through selection of certified and local

suppliers.

Price and availability volatility of

aluminium, compliance risks in the

supply chain and the CO2 footprint of

purchased materials affecting customer

relationships.

Long-term contracts, supply chain

collaboration and materials with lower

CO2 emissions.

Strong dependency on aluminium and

semi-finished materials; stakeholders

explicitly mention emissions in the

value chain. When selecting suppliers

of raw materials special attention is

given to the sustainability of the

supplier.

4. Transport & logistics Medium Medium

Transport emissions and packaging

use, mitigated through bulk purchasing,

nearshoring and smarter packaging.

Fuel price increases, zero-emission

zones, electrification costs and

disruptions in logistics chains.

Route optimisation, shipment bundling,

gradual electrification and packaging

reduction.

Supply-chain activities and internal

decisions (bulk purchasing, nearshoring

and packaging optimisation) reduce the

impact but remain material. In the future

company cars will be full electric.

5. Product quality &

safety High High

Safe products prevent accidents for

customers and end users; inspection

and testing practices reduce risks.

Liability in case of incidents,

reputational damage and changing

product standards and certifications.

A strong market position as a safe and

reliable brand and innovation toward

lighter and safer climbing equipment.

Stakeholders emphasise safety and

quality; inspection competence is

present (Aboma/AmTeK / TüV).

6. Safety & wellbeing High Medium

A safe and ergonomic workplace and

training reduce accidents and

absenteeism and create positive social

impact.

Labour market shortages, reputational

risk from accidents and claims due to

unsafe conditions.

Higher employee retention and

engagement, productivity

improvements through training and

ergonomics.

Stakeholders dialogues highlight safety,

health and training; internal measures

such as a packing robot support this. All

employees are provided with safety

clothing.

7. Compliance &

governance High Medium

Compliance and ethical conduct

prevent negative societal impacts such

as corruption or privacy violations.

Fines, legal costs and reputational

damage in case of non-compliance or

supplier malpractice.

Stronger trust from customers, banks

and suppliers and greater predictability

in the supply chain.

Stakeholders mention this less

explicitly, but incidents can quickly

make this topic material. The

management board of Alumexx has a

zero-tolerance attitude.

8. Innovation & product

development Medium High

More sustainable designs (lighter and

longer-lasting) reduce material and

environmental impact.

Technology or investment risks and

uncertain return on innovation

investments.

New products and business models

such as repair and refurbishment and

differentiation on safety and footprint.

Process innovations (less welding,

higher efficiency) and market

opportunities for circular solutions.

9. Stakeholder relations

& reputation Medium High

Co-creation with customers and

suppliers accelerates sustainability

impact across the value chain.

Loss of orders if transparency or

sustainability progress is insufficient

and reputational risks.

Preferred partner position in the supply

chain and joint reduction projects

(Scope 3).

Stakeholders request transparency,

safety and CO2 reduction; partnerships

are key to influencing Scope 3. Where

possible Alumexx is reducing its

footprint, keeping in mind the economic

efficiency.

10. Financial

performance & going

concern Medium Medium

Limited direct societal impact: effects

mainly occur through other themes but

remain relevant for investors and

financiers.

Rising energy and material costs,

demand fluctuations and financing

conditions linked to ESG.

Cost reductions through efficiency,

access to more favourable financing

and greater resilience to change.

A summarising theme capturing the

financial effects of multiple

sustainability topics. If and where

possible Alumexx will put effort in

reducing its footprint and improve

sustainability if it will create value both

non-financial and financially.

6. Corporate Governance

A. Outline corporate governance structure of Alumexx

6.1 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.

6.2 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.

6.3 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 2024 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 is

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

General Meeting.

6.4 Supervisory Board

Composition, appointment and dismissal

The Company has a Supervisory Board. Only natural persons can be members 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 6.5.

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 a maximum of 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 deviate 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 must be appropriate and should encourage adequate performance of the

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

6.5 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 Diversity & Inclusion 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. Regarding 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.

6.6 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 sections 6.3 and 6.4, 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 authorised to issue shares

and on the authorisation 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.

As from 2025 the Corporate Governance code introduced reporting on sustainability

following the introduction of CSRD reporting. Based on the Omnibus regulations Alumexx is

not in scope of CSRD. Alumexx started a project on CSRD-reporting. Following the Omnibus

regulations this project has been put on hold. Therefore, Alumexx does not comply with the

code in this respect.

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 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.

• D&I policy.

• memorandum about prescriptions for persons with managerial authority regarding

transactions in Alumexx securities.

• Alumexx Stock Option Plan.

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. With 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 5

(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 6.6, 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 6.3.

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

by Article 3a sub c of the Decree, is provided in Chapter 7 "Report of the Supervisory

Board" and in Section 6.4.

• 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

6.5.

• 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 6.3 and 6.4;

• 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 are 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.

6. Statement of the Management Board

Introduction

The Management Board is responsible for establishing and maintaining adequate internal

risk management and control systems. During the financial year, the Management Board has

assessed the design and effectiveness of these systems, and the results have been

discussed with the Supervisory Board, and the external auditor.

The Management Board recognises the inherent limitations of internal risk management and

control systems. Whilst the Company continuously works towards improving its processes

and procedures, these systems cannot provide absolute certainty that all risks have been

identified or are effectively managed. The level of certainty that they provide is influenced by,

among other things, inherent limitations to risk management, business considerations such

as the Company's risk appetite, the complexity of the Company's operations, and the

dynamic nature of the business environment.

Certain risks remain outside the Company's direct control, as they depend on third parties or

external circumstances beyond the Company's influence.

The principal risks the Company faces, the Company's risk management framework and the

Company's risk appetite are described in section 5 of this Management Board Report.

Statement by the Management Board

The Code contains a “comply-or-explain” principle, offering the possibility to deviate from the

Code under the condition that deviations are explained. Below, the statement contains

elements to which the Company does comply (i – iv), as well as elements that are explained

(v – vi).

Based on its assessment at balance sheet date and with reference to Best Practice Provision

1.4.3 of the 2025 Dutch Corporate Governance Code, the Management Board of Alumexx

N.V. confirms to the best of its knowledge:

(i) that, following the Company’s growth in recent years, appropriate systems,

processes and internal controls are still being established and embedded.

Especially with regard to financial risks, improvements have been made in 2025

and will continue to be implemented in the near future. The Management Board

Report provides sufficient insights into deficiencies in the effectiveness of the

internal risk management and control systems;

(ii) that the Management Board, considering the risk appetite and the complexity of

the Company, is not aware that the internal risk management and control systems

at balance sheet date do not provide sufficient comfort that the operational and

compliance risks identified in this Management Board Report are effectively

managed;

(iii) that, based on the current state of affairs, it is justified that the financial reporting

is prepared on a going concern basis; and

(iv) that the Management Board Report states the material risks, as referred to in best

practice provision 1.2.1, and the uncertainties, to the extent that they are relevant

to the expectation of the company’s continuity for a period of twelve months after

the preparation of the report.

Furthermore, given the aforementioned developments within internal control systems, the

Company does not comply with all statements in the Corporate Governance Code, and has

opted to explain:

(v) Best practice provisions 1.4.2 and 1.4.3 requires management to include a

substantiated declaration regarding the effectiveness of the internal risk

management and control systems. The Company has designed a comprehensive

system of internal control over financial reporting with the objective of providing

reasonable assurance in the future. Given the Company’s limited operational size

and complexity, and since the Company is currently in the process of

implementing and evaluating this system, the system is not yet considered

adequate to provide the desired level of (reasonable) assurance that the financial

reporting does not contain material inaccuracies; and

(vi) that control systems over sustainability reporting with the objective that the

reporting does not contain material inaccuracies, in order to provide limited

assurance have not yet been established. We note that the Company is currently

not within the scope of the Corporate Sustainability Reporting Directive (CSRD)

and is therefore not required to report in accordance with the European

Sustainability Reporting Standards (ESRS). Notwithstanding this, the Company

recognises the importance of sustainability-related matters and has, with the

support of external expertise, identified and assessed its principal

sustainability-related risks and opportunities. The company is considering the

implementation of reporting guidelines related to sustainability reporting, including

environmental, social and governance aspects.

Due to inherent limitations to risk management and control systems, the above does not

imply that these systems and procedures provide certainty as to the realisation of strategic,

operations, compliance and reporting objectives, nor that they can prevent all misstatements,

inaccuracies, fraud, operational issues, and non-compliance with laws and regulations.

Etten-Leur, April 28, 2026

Jeroen van den Heuvel, CEO

Henk L. Hakvoort, CFO

7. Report of the Supervisory Board

7.1 About the Supervisory Board

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 Supervisory Board Den Bezemer Group B.V.

First appointment: June 15, 2021

Reappointment: July 10, 2025

Term of appointment: until the end of the regular General Meeting in 2029

Shareholdings in the Company: none

ERWIN VRIELINK (MALE, 1973, DUTCH)

Member

Profession: Self-employed 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

Mr. Vrielink is available for reappointment for a last term of two years. The Supervisory Board

supports this reappointment given the knowledge, expertise and experience of Mr. Vrielink,

specifically regarding risk management, small and medium-sized listed companies and IFRS.

Shareholdings in the Company: none

VANESSA A.I. VAN LIER (FEMALE, 1980, DUTCH)

Member

Profession: Customer Coordinator large enterprises at the Dutch 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 can 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.

The Supervisory Board set its size at three members.

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 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.

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.

7.2 Summary of supervisory activities performed in the financial

year 2025

Financial statements

KPMG audited the financial statements and issued an unqualified auditor's report which is

included in the annual report in section Other Information. 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 Company’s risk management and control

systems, material reporting considerations 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 years’

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 2025 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 2025.

Dividend

The Supervisory Board agrees with the proposal of the Management Board not to pay a

dividend and to deduct the net loss from other reserves.

Strategy

Alumexx has significantly grown in the last years, mainly as a result of various acquisitions.

The Company’s turnover rose above EUR 40 million in 2025 despite difficult market

circumstances. In 2025, Alumexx hired an external consultant and acquired useful

recommendations to accelerate the integration process and the level of digitalisation.

Innovation remained a key focus, with new products launched across the DIY/BasiQ,

Professional and Industrial segments. Alongside improvements that enhance efficiency and

safety in the use of climbing materials.

On February 1, 2025 Alumexx acquired a majority stake in the operations of

DeSteigerConcurrent. This acquisition further strengthened Alumexx’ position in online sales

and complements its existing distribution channels.

To accelerate its growth Alumexx had a successful placement of a EUR 4.75 million loan

agreement with warrants by way of private placement in the second half of 2025. The

proceeds will be used, among other things, for expanding exports, further robotisation and

production optimisation.

These initiatives support Alumexx’ strategy of sustainable growth, operational excellence and

continued innovation, while strengthening its financial position and international market

presence. Therefore, 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

During 2025, sustainability remained a topic on the agenda of the Supervisory Board. The

Board continued to monitor the Company’s environmental, social and governance (ESG)

strategy, progress on sustainability objectives, and the integration of sustainability

considerations into long-term value creation.

In 2025, the Supervisory Board continued to oversee the Company’s sustainability strategy

and ESG performance as part of its focus on long-term value creation.

Following the amendments to the Corporate Sustainability Reporting Directive (CSRD) under

the Omnibus proposal, the Company is no longer subject to mandatory CSRD reporting

requirements. The Supervisory Board has reviewed these developments and their

implications.

Although the formal reporting obligation no longer applies, the Company remains committed

to responsible and sustainable business practices. Sustainability continues to be integrated

into the Company’s strategy, risk management and decision-making processes. The

Supervisory Board will maintain its oversight of sustainability-related risks and opportunities

and supports continued transparency towards stakeholders on material ESG topics.

Human Resources

In 2025, the Company introduced a structured job classification system. The Supervisory

Board was informed of and discussed the objectives and implementation of this initiative with

the Management Board.

The introduction of the job classification system provides a clear and transparent structure for

roles, responsibilities and reporting lines across the organisation. It enhances internal

consistency in job grading, supports fair and market-aligned remuneration practices, and

contributes to improved talent management, career development and succession planning.

The Supervisory Board considers the implementation of the job classification system an

important step in further professionalising the organisation and strengthening its human

capital management. The Board will continue to oversee its effective application and

alignment with the Company’s strategy and long-term value creation objectives.

In 2024, Alumexx has introduced a Diversity and Inclusion (D&I) policy for the group,

concerning the composition of the Management Board, Supervisory Board, sub-top

management and other employees. The Supervisory Board is composed in accordance with

the act on “In-growth quota and targets” as reflected in the D&I policy.

The Supervisory Board believes that a balanced and diverse composition of the boards and

the wider organisation contribute to better decision-making, innovation and sustainable long-

term value creation. The Board will continue to monitor compliance with the D&I policy.

Risk Management

The Supervisory Board oversees the risk management policy and related procedures at

Alumexx. In doing so, it ensures that risks are identified, assessed and mitigated in a

structured and consistent manner, taking into account Alumexx’ risk appetite.

In 2025, the Supervisory Board paid specific attention to the developed Risk and Control

Matrix and reviewed and discussed the Matrix during the year extensively with the

Management Board. The Supervisory Board gave particular consideration to the balance

between soft controls and hard controls. The Matrix forms the foundation for the Statement

on Risk Management and Control (VOR’) which was also reviewed by the Supervisory

Board. The Supervisory Board concurs with the view of the Management Board on risk

appetite and corresponding risk assessment.

The Supervisory Board noted continued progress in embedding risk awareness and

accountability within its operating companies, with increasing involvement of the

Management Board. The Supervisory Board emphasises and monitors further improvements

in internal controls in 2026, specifically on planned control improvements regarding inventory

monitoring, purchase and cash disbursements.

In 2025 and prior years, Alumexx did not have a separate Internal Audit function. The

Supervisory Board reassessed this position and concluded that, given the Company’s current

size and limited complexity as the activities of Alumexx are mainly concentrated in The

Netherlands, the establishment of a dedicated Internal Audit department is not deemed

necessary at this stage. Alternative safeguards are in place, including continuous access to

financial and operational systems, a clear reporting structure and an internal Risk and

Control Matrix designed to monitor and mitigate key risks.

Financing

To further accelerate the Company’s growth strategy, Alumexx announced on 25 September

2025 the successful placement of a EUR 4.75 million loan agreement with warrants. The

Supervisory Board was closely involved in the preparation and approval of this transaction

and has monitored its execution. In accordance with good governance, one member of the

Supervisory Board, Mr. Vrielink, has acted as a delegate in the process of the loan issue to

avoid potential conflict of interest on the part of the Management Board as both Management

Board members participated in this loan.

The proceeds of the loan issue with warrants attached are intended to strengthen the

Company’s financial position and support its strategic priorities.

The Supervisory Board supports this balanced financing approach, which aligns with the

Company’s long-term growth strategy and reinforces its financial resilience.

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 2024, the half-

year report 2025, the progress of the audit 2025, the execution of the strategy, the loan issue

with warrants attached , the progress on the Statement on Risk Management (VOR) and the

implementation of the job classification system. All Supervisory Board members were

present at the regular meetings, except for the regular meeting in December when Mr.

Vrielink was absent. Some of the regular meetings were prepared by the Supervisory Board

members in advance. All members attended the regular meetings in person. At the other

meetings at least one of the members was present. Besides its meetings, the Supervisory

Board had regular informal contact with the Management Board members. The General

Meeting was held on 10 July 2025.

Shareholders dialogue

The Supervisory Board recognises the importance of maintaining an open and constructive

dialogue with the Company’s shareholders. Throughout 2025, the Company actively

engaged with shareholders and other investors to discuss the Company’s strategy, financial

performance, governance, and sustainability matters.

The Supervisory Board, together with the Management Board, carefully considered the

feedback received during these interactions. Where appropriate, this feedback was taken

into account in the ongoing evaluation of the Company’s strategic direction, risk profile,

remuneration framework, and governance practices.

The Supervisory Board values the insights and perspectives shared by shareholders and

considers transparent communication and mutual understanding essential to fostering long-

term relationships and supporting sustainable value creation. The Supervisory Board will

continue to encourage and oversee meaningful engagement with shareholders in line with

applicable laws, regulations and best practice governance standards.

Evaluation

One of the principles of the Dutch Corporate Governance Code is that supervisory boards

should evaluate themselves on their own performance. In 2025, the Supervisory Board held

a separate meeting in which it evaluated its performance in the year 2024. 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 2025.

Renumeration policy

In 2024, the General Meeting adopted the Company’s updated Remuneration Policy. The

policy is designed to support the Company’s long-term strategy, promote sustainable value

creation, and align the interests of the Management Board with those of the Company and its

stakeholders. 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.

The Remuneration Policy was adopted for a maximum term of four years. In accordance with

applicable legislation and governance requirements, the policy will be submitted to the

General Meeting for re-adoption no later than 2028.

In 2025, the Supervisory Board reviewed the implementation and effectiveness of the

Remuneration Policy. Based on this review, the Supervisory Board concluded that the policy

continues to function as intended and remains appropriate considering the Company’s

strategic objectives, market practice, and regulatory requirements.

Accordingly, there was no reason to propose amendments to the Remuneration Policy in

2025. The Supervisory Board will continue to periodically assess the policy to ensure it

remains aligned with the Company’s strategy, performance and governance standards.

Appreciation

The Supervisory Board would like to express its sincere appreciation to the members of the

Management Board for their leadership, dedication and commitment throughout 2025. The

Board also extends its gratitude to all employees for their continued hard work,

professionalism and resilience in a dynamic and evolving environment.

In addition, the Supervisory Board thanks the Company’s shareholders, customers, business

partners and other stakeholders for their ongoing trust and constructive engagement. Their

continued support is highly valued and contributes to the Company’s long-term success.

The Supervisory Board looks forward to continuing this collaboration in the years ahead.

Etten-Leur, April 28, 2026

Berry den Bezemer, chairman of the Supervisory Board

Erwin Vrielink, member of the Supervisory Board

Vanessa van Lier, member of the Supervisory Board

7.3 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 2025

B. Supervisory Board remuneration report for 2025

C. Advisory vote General Meeting cast on July 10, 2025

A. Management Board remuneration report for 2025

The Management Board 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 are set out in the remuneration policy of

June 25, 2024.

The Management Board members are appointed on the basis of an assignment agreement.

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 performance.

Reward package

The remuneration package of the members of the Management Board consists of the

following three elements:

a. Fixed annual remuneration

b. Variable remuneration

c. Secondary employment conditions and other arrangements

a. Fixed annual remuneration

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 considered 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 remuneration of the Management Board is composed as follows.

(in EUR x 1,000 unless shown otherwise)

2025

2024

Chairman of the Management Board

CEO

300

Member of the Management Board

CFO

225

b. Variable remuneration (LTI)

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%

Option granted to the Management Board

Awarded to CEO 2024

90,000

Awarded to CEO 2025

54,000

Total

144,000

10%

Awarded to CFO 2024

70,000

Awarded to CFO 2025

42,000

Total

112,000

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

component" 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.

Condition and granting 2025

The conditions set by the Supervisory Board for financial year 2025 contain qualitative and

quantitative objectives. The quantitative objectives relate to both financial conditions and

non-financial conditions for each Management Board member individually.

Specific applicable conditions for each individual Management Board member for the

financial year 2025:

Objective 1: achieving the Rabobank banking covenants.

Objectives 2 and 3: an annual plan and budget approved by the Supervisory Board,

containing sufficiently challenging KPIs for revenue and EBITDA growth. At the end of the

financial year, it will be determined whether these KPIs have been achieved.

Objective 4 (CEO): by the end of 2025, implement a job classification framework for all

companies within the Alumexx Group, based on the integrated job evaluation system as

defined in the Collective Labour Agreement for the Metal and Engineering sector.

Objective 5 (CFO): obtaining an unqualified audit opinion. An unqualified opinion is defined

as any audit opinion other than a qualified opinion, a disclaimer of opinion, or an adverse

opinion.

The maximum number of options to be granted for the year 2025 were 90,000 for the CEO

and 70,000 for the CFO.

Based on the achievements of the goals the following number of options have been granted

over the year 2025:

Objectives ASOP 2025

Weigthing

CEO

Achieved

Weigthing

CFO

Achieved

1. Achieving banking covenants

20%

Yes

20%

Yes

2 Revenue

20%

3. EBITDA

20%

4. Job classification framework

40%

Yes

5. Audit opinion

40%

Yes

100%

60%

100%

60%

Number of options granted

54,000

42,000

Option value x EUR 1

0.48

Total value of the package x EUR 1,000

Cost allocated to 2025 x EUR 1,000

Cost allocated to 2025 for grants from 2024 x

EUR 1,000

15 12

Total cost allocated to 2025 x EUR 1,000

In 2025, 96,000 options were granted to the Management Board (2024:160,000 options).

The options were granted at an exercise price of EUR 1.44 (2024: EUR 1.25). No options

were exercised by the Management Board in the year 2025 (2024: nil).

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 2025 on an annual basis are:

Fixed expense allowance

x EUR 1,000

2025 2024

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 2025, in EUR x 1,000 unless shown otherwise)

Name

Fixed annual

remuneration

Fixed expense

allowance

Variable

remuneration

Total

compensation

Ratio

fixed/variable

Jeroen van

den Heuvel

300 60 17 377 -95% / 5%

Henk

Hakvoort

225 45 14 284 -95% / 5%

The remuneration of the Management Board was charged to Alumexx N.V.

There have been no claw backs of remuneration payments in 2025.

The table hereunder addresses the annual change in remuneration over the last five financial

years.

(in EUR x 1,000 unless shown otherwise)

2025 2024 2023 2022 2021

Remuneration Management Board

Remuneration CEO

377

364

300

100

Remuneration CFO

284

138

Development of operating profit

Operating profit before depreciation and

amortisation

4,300

5,800

4,600

300

500

Average remuneration on

full-time basis

Remuneration Management Board 315 315 300 100 60

Remuneration employees 67 65 55 57 59

Average number of employees (FTE)

Pay-out ratio to Management Board

4.7

4.8

5.5

1.8

Pay-out ratio to CEO 5.4 5.5 5.5 1.8 1

Salary payments of employees have been charged to the relevant subsidiaries. The pay-out

ratio is defined as the total payments to the Management Board respectively CEO divided by

the average salary of the employees.

B. Supervisory Board remuneration report for 2025

The members of the Supervisory Board received remuneration in the 2025 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.

The composition in 2025 was as follows:

- Mr. Berry den Bezemer (Chairman) 1 January - 31 December 2025.

- Mr. Erwin Vrielink (member), 1 January - 31 December 2025.

- Mrs. Vanessa van Lier (member), 1 January - 31 December 2025.

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 Directors and Officers liability insurance for Supervisory Board

members. In addition, business expenses are reimbursed and business travel expenses at

29 Eurocents per kilometer.

On June 25, 2024, the General Meeting set the remuneration of the Chairman and members

of the Supervisory Board at respectively EUR 24 thousand and EUR 20 thousand per year.

For the financial years 2024 and 2025, the following remuneration was paid to the members

of the Supervisory Board on an annual basis:

(in EUR x 1,000 unless shown otherwise)

2025

2024

Berry den Bezemer

Chairman

Erwin Vrielink Member 20 20

Vanessa van Lier

Member

Vanessa van Lier's remuneration 2024 includes an allowance for the training period before

her appointment of EUR 10 thousand.

New remuneration policy adopted by the General Meeting on June 25, 2024

The 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 for determining the remuneration for the Management

Board.

C. Advisory vote General Meeting, cast on July 10, 2025

The remuneration report 2024 was submitted to the General Meeting on July 10,2025

following the provisions of section 2:135b of the Dutch Civil Code to propose to cast a

positive advisory vote. The General Meeting approved the remuneration report by a majority

of votes.

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 2025 financial year.

Alumexx N.V. Annual Report

Consolidated statement of profit or loss and

comprehensive income for the year

ended 31 December

2025

2024

EUR 1,000

Revenue

40.132

39.149

Cost of materials and outsourced work

-19.923

-18.783

Inventory movements of intermediates

and finished goods

579

368

-19.344

-18.415

Added Value

20.788

20.734

Employee benefit cost

-6.821

-6.332

Insourced direct staff

-3.675

-3.163

Amortisation

-1.095

-1.088

Depreciation PPE & RoU assets

8/29

-2.372

-2.105

Other expenses

-5.998

-5.464

Operating profit

827

2.582

Finance income

479

427

Finance costs

-1.874

-2.093

Net finance costs

-1.395

-1.666

Result before tax

-568 916

Income tax expense

-126

-274

Result for the period

-694 642

The notes are an integral part of these consolidated financial statements

2025

2024

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 44 -19

-19

Other comprehensive income

(loss) for the period, net of tax

44 -19

Total comprehensive income

(loss) for the period

-650 623

The notes are an integral part of these consolidated financial statements

2025

2024

EUR 1,000

Result attributable to:

• Owners of the Company

-678

642

• Non-controlling interests

-16

-694

642

Total comprehensive income (loss) attributable to:

• Owners of the Company

-634

623

• Non-controlling interests

-16

-650

623

Earnings per share

Basic earnings per share (EUR 1)

-0,05

0,04

Diluted earnings per share (EUR 1)

-0,05

0,04

The notes are an integral part of these consolidated financial statements

Consolidated statement of financial position as at

31 December 2025

(Before profit appropriation)

31 December

2025

31 December

2024

EUR 1,000

Assets

Intangible assets and goodwill

13.776

14.601

Property, plant and equipment

1.545

1.865

Right of Use assets

4.082

5.317

Deferred tax assets

Non-current assets

19.403

21.783

Inventories

10.831

12.069

Trade and other receivables

2.631

3.074

Current tax assets

Cash and cash equivalents

2.075

125

Current assets

15.550

15.268

Total assets

34.953 37.051

The notes are an integral part of these consolidated financial statements

31 December

2025

31 December

2024

EUR 1,000

Equity

Share capital

1.484

Share premium

20.435

Hedging reserve

-78

-122

Warrants

628

Retained earnings

-17.491

-16.897

Equity attributable to owners of the

Company

4.978 4.900

Non-controlling interest

-15

Total equity

4.963 4.900

Liabilities

Loans and borrowings

19.084

17.842

Lease liabilities

2.502

4.241

Provisions

173

Deferred tax liabilities

936

1.185

Non-current liabilities

22.695 23.441

Bank overdraft

Current tax liabilities

337

Loans and borrowings

2.182

2.902

Lease liabilities

1.759

1.232

Trade and other payables

3.354

4.199

Current liabilities

7.295

8.710

Total liabilities

29.990

32.151

Total equity and liabilities

34.953

37.051

The notes are an integral part of these consolidated financial statements

Consolidated statement of changes in equity for the year

ended 31 December 2025

capital

premium

Hedging

reserve

Warrants

Retained

earnings

Total

NCI

Total

equity

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

Balance at 1 January 2025

1.484

20.435

-122

-16.897

4.900

Total comprehensive income

(loss)

Result for the period

-678

-16

-694

Other comprehensive income

Total comprehensive income for the

period

-678

-634

-16

-650

Transactions with owners of the

Company

Share based payments

Issue of loan with warrants

628

Acquisition of subsidiary with NCI

Other movements

Total transactions with owners of

the Company

628

712

713

Balance at 31 December 2025

1.484

20.435

-78

628

-17.491

4.978

-15

4.963

The notes are an integral part of these consolidated financial statements

capital

premium

Hedging

reserve

Retained

earnings

Total

EUR 1,000

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 notes are an integral part of these consolidated financial statements

Consolidated statement of cash flows for the year ended

31 December 2025

2025

2024

EUR 1,000

Cash flows from operating activities

Result for the period

-694

642

Adjustments for:

• Depreciation

2.372

2.105

• Amortisation

1.095

1.088

• Net finance costs

1.395

1.666

• Gain on sale of property, plant and equipment

-4

• Equity-settled share-based payment transactions

• Tax expense

126

274

• Trade receivables written off

• Provision for bad and doubtful receivables

5.127

5.241

Changes in:

• Inventories

1.286

673

• Trade and other receivables

443

• Trade and other payables

-1.246

675

• Provisions

Cash generated from operating activities

4.916

7.263

Interest paid

-1.199

-1.414

Income taxes paid

-725

-872

Net cash from operating activities

2.992

4.977

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

Acquisition of subsidiary, net of cash acquired

Acquisition of property, plant and equipment

-240

-509

Net cash from (used in) investing activities

-129

-462

2025

2024

EUR 1,000

Cash flows from financing activities

Proceeds from loans and new borrowings

4.825

362

Repayment of borrowings

-3.668

-2.696

Payment of contingent consideration

-255

-510

Payment of lease liabilities

-1.775

-1.439

Net cash from (used in) financing activities

-873

-4.283

Net increase/decrease in cash and cash equivalents

1.990

232

Cash and cash equivalents at 1 January*

-147

Cash and cash equivalents at 31 December*

2.075

* 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 2025

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 2025, which ended at the balance sheet date of 31

December 2025.

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

concern assumption taking into consideration the following:

• Working capital is positive

• Cash and cash equivalents are positive

• The operating cash flow is positive

• Solvency is within the capital restrictions set by the Management Board. For further

details, reference is made to note 15.

• The overdraft amounting to EUR 2.000 is not used as per 31 December 2025

• Covenants in connection with secured bank loans are met as per 31 December 2025.

Based on current forecasts it is expected that there will not be a breach of covenants

for the next 12 months. For further details, reference is made to note 16 and 17 of these

financial statements.

During 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, the Company

reached an agreement with Rabobank to adjust the repayment schedule and the covenants.

The Company reviewed the budget until the second quarter of 2027 based on its current

business and strategy. 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 might impact the profitability of the

Company. 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.

2 Basis of preparation

(a) Statement of compliance

The consolidated financial statements of the Company are part of the statutory financial

statements of the Company. These consolidated financial statements have been prepared in

accordance with IFRS Accounting Standards as endorsed by the European Union (EU-IFRS)

and with Section 2:362(9) of the Dutch Civil Code.

The changes to material accounting policies are described in Note 2(e).

The consolidated financial statements were authorised for issue by the Management Board on

April 28, 2026.

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except

for the following items, which are measured on an alternative basis on each reporting date:

—

derivative financial instruments are measured at fair value;

—

contingent consideration assumed in a business combination at fair value.

These consolidated financial statements are presented in euro (referred to as: EUR), which is

the Company’s functional currency. All amounts have been rounded to the nearest thousand,

unless otherwise indicated.

(d) Use of judgements and estimates

In preparing these consolidated financial statements, management has made judgements and

estimates about the future, that affect the application of the Group's accounting policies and

the reported amounts of assets, liabilities, income and expenses. Actual results may differ from

these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent

with the Group's risk management where appropriate. Revisions to estimates are recognised

prospectively.

Judgements

Information about judgements made in applying accounting policies that have the most

significant effect on the amounts recognised in the consolidated financial statements is

included in the following notes:

— Note 16: contingent considerations: the level of future EBITDA to achieve certain thresholds

used as basis for calculating the earn-out liabilities;

— Note 20: provisions: the determination of the expenses related to guarantee expenses; and

— Note 29: lease term: whether the Group is reasonably certain to exercise extension options.

Notes are presented, to the extent practicable, in a systematic order and are cross-referred

to/from items in the primary statements. In determining a systematic manner of presentation,

an entity considers the effect on the understandability and comparability of the financial

statements. The Group has applied judgement in presenting related information together in a

manner that it considers to be most relevant to an understanding of its financial performance

and financial position.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of

resulting in a material adjustment to the carrying amounts of assets and liabilities within the

year ending 31 December 2025 is included in the following notes:

— Note 9: impairment test goodwill: key assumptions underlying recoverable amounts;

— Notes 20: recognition and measurement of provisions and contingencies: key assumptions

about the likelihood and magnitude of an outflow of resources;

— Note 10: measurement of ECL allowance for trade receivables: key assumptions in

determining the weighted-average loss rate; and

— Note 7: acquisition of subsidiary: fair value of the consideration transferred (including

contingent consideration) and fair value of the assets acquired and liabilities assumed,

measured on a provisional basis;

— Note 12: provision for obsolete stock: key assumptions underlying recoverable amounts.

— Note 26: Deferred tax assets. Availability of future taxable profits to compensate carry

forward losses.

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair

values, for both financial and non-financial assets and liabilities.

When measuring the fair value of an asset or a liability, the Group uses market observable

data as far as possible. Fair values are categorised into different levels in a fair value hierarchy

based on the inputs used in the valuation techniques as follows.

— Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

— Level 2: inputs other than quoted prices included in Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

— Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in

different levels of the fair value hierarchy, then the fair value measurement is categorised in its

entirety in the same level of the fair value hierarchy as the lowest level input that is significant

to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the

reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the

following notes:

— Note 18: share-based payment arrangements;

— Note 21: financial instruments; and

— Note 7: acquisition of subsidiary.

3 Material accounting policies

The Group has consistently applied the following accounting policies to all periods presented

in these consolidated financial statements, except if mentioned otherwise.

(a) Basis of consolidation

(i) Business combinations

The Group accounts for business combinations using the acquisition method when the

acquired set of activities and assets meets the definition of a business and control is transferred

to the Group. In determining whether a particular set of activities and assets is a business, the

Group assesses whether the set of assets and activities acquired includes, at a minimum, an

input and substantive process and whether the acquired set has the ability to produce outputs.

The consideration transferred in the acquisition is generally measured at fair value, as are the

identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any

gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are

expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-

existing relationships. Such amounts are generally recognised in profit or loss.

Any contingent consideration payable is measured at fair value at the acquisition date. If an

obligation to pay contingent consideration that meets the definition of a financial instrument is

classified as equity, then it is not remeasured and settlement is accounted for within equity.

Otherwise, other contingent consideration is remeasured at fair value at each reporting date

and subsequent changes in the fair value of the contingent consideration are recognised in

profit or loss.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is

exposed to, or has rights to, variable returns from its involvement with the entity and has the

ability to affect those returns through its power over the entity. The financial statements of

subsidiaries are included in the consolidated financial statements from the date on which

control commences until the date on which control ceases.

(iii) Non-controlling interests

NCI are initially measured at their proportionate share of the acquiree's identifiable net assets

at the acquisition date.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are

accounted for as equity transactions.

(iv) Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of

the subsidiary, and any non-controlling interests and other components of equity. Any resulting

gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is

measured at fair value when control is lost.

(v) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses (except for

foreign currency transaction gains or losses) arising from intra-group transactions, are

eliminated. Unrealised gains arising from transactions with equity-accounted investees are

eliminated against the investment to the extent of the Group’s interest in the investee.

Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent

that there is no evidence of impairment.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of

Group entities at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the

functional currency at the exchange rate at the reporting date. Non-monetary assets and

liabilities that are measured at fair value in a foreign currency are translated into the functional

currency at the exchange rate when the fair value was determined. Non-monetary items that

are measured based on historical cost in a foreign currency are translated at the exchange

rate at the date of the transaction. Foreign currency differences are generally recognised in

profit or loss and presented within finance costs.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments

arising on acquisition, are translated into euro at exchange rates at the reporting date. The

income and expenses of foreign operations are translated into euros at the exchange rates at

the dates of the transactions.

Foreign currency differences are recognised in OCI and accumulated in the translation

reserve, except to the extent that the translation difference is allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control, significant

influence or joint control is lost, the cumulative amount in the translation reserve related to that

foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the

Group disposes of part of its interest in a subsidiary but retains control, then the relevant

proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only

part of an associate or joint venture while retaining significant influence or joint control, the

relevant proportion of the cumulative amount is reclassified to profit or loss.

(i) Recognition and initial measurement

Trade receivables are initially recognised when they are originated. All other financial assets

and financial liabilities are initially recognised when the Group becomes a party to the

contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or

financial liability is initially measured at fair value plus or minus, for an item not at FVTPL,

transaction costs that are directly attributable to its acquisition or issue. A trade receivable

without a significant financing component is initially measured at the transaction price.

(ii) Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI –

debt investment; FVOCI – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group

changes its business model for managing financial assets, in which case all affected financial

assets are reclassified on the first day of the first reporting period following the change in the

business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and

is not designated as at FVTPL:

— it is held within a business model whose objective is to hold assets to collect contractual

cash flows; and

— its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not

designated as at FVTPL:

— it is held within a business model whose objective is achieved by both collecting contractual

cash flows and selling financial assets; and

— its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost or FVOCI as described above

are measured at FVTPL. This includes all derivative financial assets (see Note 21). On initial

recognition, the Group may irrevocably designate a financial asset that otherwise meets the

requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates

or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – Subsequent measurement and gains and losses

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any

interest or dividend income, are recognised in profit or loss. However, see Note 21 for

derivatives designated as hedging instruments.

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest

method. The amortised cost is reduced by impairment losses. Interest income, foreign

exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss

on derecognition is recognised in profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability

is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated

as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net

gains and losses, including any interest expense, are recognised in profit or loss. Other

financial liabilities are subsequently measured at amortised cost using the effective interest

method. Interest expense and foreign exchange gains and losses are recognised in profit or

loss. Any gain or loss on derecognition is also recognised in profit or loss.

See Note 21 for financial liabilities designated as hedging instruments.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when:

− the contractual rights to the cash flows from the financial asset expire; or

− it transfers the rights to receive the contractual cash flows in a transaction in which either:

• substantially all of the risks and rewards of ownership of the financial asset are

transferred; or

• in which the Group neither transfers nor retains substantially all of the risks and rewards

of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of

financial position but retains either all or substantially all of the risks and rewards of the

transferred assets. In these cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or

cancelled, or expire. The Group also derecognises a financial liability when its terms are

modified and the cash flows of the modified liability are substantially different, in which case a

new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount

extinguished and the consideration paid (including any non-cash assets transferred or liabilities

assumed) is recognised in profit or loss.

(iv) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the

statement of financial position when, and only when, the Group currently has a legally

enforceable right to set off the amounts and it intends either to settle them on a net basis or to

realise the asset and settle the liability simultaneously.

(v) Derivative financial instruments and hedge accounting

Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its interest rate risk exposures. If

the Group is involved with hybrid contracts, the Group applies the following with regard to the

embedded derivatives in the hybrid contract. Embedded derivatives are separated from the

host contract and accounted for separately if the host contract is not a financial asset and the

following criteria are met:

— the economic characteristics and risk of the embedded derivative are not closely related to

the economic characteristics and risks of the host contract;

— a separate instrument with the same terms as the embedded derivative would meet the

definition of a derivate; and

— the hybrid contract is not measured at fair value with changes in fair value recognised in

profit or loss.

If an embedded derivative is separated from the hybrid contract, the host contract is accounted

for in accordance with the determined policies for such a contract. The embedded derivative

is accounted for in accordance with the Group’s principles for the applicable derivatives.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives

are measured at fair value, and changes therein are generally recognised in profit or loss.

The Group designates certain derivatives as hedging instruments to hedge the variability in

cash flows associated with highly probable forecast transactions arising from changes in

interest rates and certain derivatives.

At inception of designated hedging relationships, the Group documents the risk management

objective and strategy for undertaking the hedge. The Group also documents the economic

relationship between the hedged item and the hedging instrument, including whether the

changes in cash flows of the hedged item and hedging instrument are expected to offset each

other.

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of

changes in the fair value of the derivative is recognised in OCI and accumulated in the hedging

reserve. The effective portion of changes in the fair value of the derivative that is recognised

in OCI is limited to the cumulative change in fair value of the hedged item, determined on a

present value basis, from inception of the hedge. Any ineffective portion of changes in the fair

value of the derivative is recognised immediately in profit or loss.

The Group designates only the change in fair value of the spot element of forward exchange

contracts as the hedging instrument in cash flow hedging relationships. The change in fair

value of the forward element of forward exchange contracts (‘forward points’) is separately

accounted for as a cost of hedging and recognised in a costs of hedging reserve within equity.

When the hedged forecast transaction subsequently results in the recognition of a non-

financial item such as inventory, the amount accumulated in the hedging reserve and the cost

of hedging reserve is included directly in the initial cost of the non-financial item when it is

recognised.

For all other hedged forecast transactions, the amount accumulated in the hedging reserve

and the cost of hedging reserve is reclassified to profit or loss in the same period or periods

during which the hedged expected future cash flows affect profit or loss.

If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is

sold, expires, is terminated or is exercised, then hedge accounting is discontinued

prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that

has been accumulated in the hedging reserve remains in equity until, for a hedge of a

transaction resulting in the recognition of a non-financial item, it is included in the non-financial

item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or

loss in the same period or periods as the hedged expected future cash flows affect profit or

loss.

If the hedged future cash flows are no longer expected to occur, then the amounts that have

been accumulated in the hedging reserve and the cost of hedging reserve are immediately

reclassified to profit or loss.

(d) Share capital

Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are

recognised as a deduction from equity. Income tax relating to transaction costs of an equity

transaction is accounted for in accordance with IAS 12.

Cumulative preference shares

The Group’s redeemable cumulative preference shares are classified as financial liabilities,

because they bear non-discretionary dividends and are redeemable in cash by the holders.

Non-discretionary dividends thereon are recognised as interest expense in profit or loss as

accrued. Holders of cumulative preference have one voting right per cumulative preference

share.

Repurchase and reissue of ordinary shares (treasury shares)

When shares recognised as equity are repurchased, the amount of the consideration paid, which

includes directly attributable costs, net of any tax effects, is recognised as a deduction from

equity. Repurchased shares are classified as treasury shares and are presented in the treasury

share reserve. When treasury shares are sold or reissued subsequently, the amount received is

recognised as an increase in equity, and the resulting surplus or deficit on the transaction is

presented within share premium.

Warrants

The warrants are initially recognised at the difference between the fair value of a similar liability

that does not have an equity conversion option and the fair value of the liability with warrants

attached as a whole. The warrants is not remeasured.

(e) Impairment

Financial instruments

The Group recognises loss allowances for ECLs on:

— financial assets measured at amortised cost;

The Group also recognises loss allowances for ECLs on lease receivables, which are disclosed

as part of trade and other receivables. The Group measures loss allowances at an amount

equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

— other debt securities and bank balances for which credit risk (i.e. the risk of default

occurring over the expected life of the financial instrument) has not increased significantly

since initial recognition.

Loss allowances for trade receivables (including lease receivables) are always measured at

an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since

initial recognition and when estimating ECLs, the Group considers reasonable and supportable

information that is relevant and available without undue cost or effort. This includes both

quantitative and qualitative information and analysis, based on the Group’s historical

experience and informed credit assessment, that includes forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is

more than 30 days past due.

The Group considers a financial asset to be in default when:

— the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by

the Group to actions such as realising security (if any is held); or

— the financial asset is more than 365 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life

of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within

the 12 months after the reporting date (or a shorter period if the expected life of the instrument

is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period

over which the Group is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the

present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity

in accordance with the contract and the cash flows that the Group expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross

carrying amount of the assets.

For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised

in OCI.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable

expectations of recovering a financial asset in its entirety or a portion thereof. For individual

customers, the Group has a policy of writing off the gross carrying amount when the financial

asset is 365 days past due based on historical experience of recoveries of similar assets. For

corporate customers, the Group individually makes an assessment with respect to the timing

and amount of write-off based on whether there is a reasonable expectation of recovery. The

Group expects no significant recovery from the amount written off. However, financial assets

that are written off could still be subject to enforcement activities in order to comply with the

Group’s procedures for recovery of amounts due.

Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets

(other than inventories and deferred tax assets) to determine whether there is any indication

of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that

generates cash inflows from continuing use that are largely independent of the cash inflows of

other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or

groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value

less costs of disposal. Value in use is based on the estimated future cash flows, discounted to

their present value using a pre-tax discount rate that reflects current market assessments of

the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its

recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the

carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts

of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss

is reversed only to the extent that the asset’s carrying amount does not exceed the carrying

amount that would have been determined, net of depreciation or amortisation, if no impairment

loss had been recognised.

(f) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised

borrowing costs less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then

they are accounted for as separate items (major components) of property, plant and

equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit

or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it is probable that the future economic

benefits associated with the expenditure will flow to the Group.

(iii) Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less

their estimated residual values using the straight-line method over their estimated useful lives,

and is generally recognised in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment are as follows:

— Vehicles: 5 years.

— Plant and equipment: 5 - 20 years.

— Fixtures and fittings: 5 - 10 years.

— Leasehold improvements: 5 - 10 years.

Depreciation methods, useful lives and residual values are reviewed at each reporting date

and adjusted if appropriate.

(g) Intangible assets and goodwill

(i) Recognition and measurement

Goodwill

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated

impairment losses.

Other intangible assets

Other intangible assets, including customer relationships, online platforms and trademarks,

that are acquired by the Group and have finite useful lives are measured at cost less

accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits

embodied in the specific asset to which it relates. All other expenditure, including expenditure

on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual

values using the straight-line method over their estimated useful lives, and is generally

recognised in profit or loss. Goodwill is not amortised.

The estimated useful lives for current and comparative periods are as follows:

— Trademarks: 5 - 10 years.

— Online platforms: 5 years.

— Customer relationships: 6 - 8 years.

Amortisation methods, useful lives and residual values are reviewed at each reporting date

and adjusted if appropriate.

(h) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories

is based on the first-in first-out allocation method. In the case of manufactured inventories and

work in progress, cost includes an appropriate share of production overheads based on normal

operating capacity.

(i) Employee benefits

(i) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is

recognised for the amount expected to be paid if the Group has a present legal or constructive

obligation to pay this amount as a result of past service provided by the employee and the

obligation can be estimated reliably.

(ii) Share-based payment transactions

The grant-date fair value of equity-settled share-based payment awards granted to employees

is generally recognised as an expense, with a corresponding increase in equity, over the

vesting period of the awards. The amount recognised as an expense is adjusted to reflect the

number of awards for which the related service and non-market performance conditions are

expected to be met, such that the amount ultimately recognised is based on the number of

awards that meet the related service and non-market performance conditions at the vesting

date. For share-based payment awards with non-vesting conditions, the grant-date fair value

of the share-based payment is measured to reflect such conditions and there is no true-up for

differences between expected and actual outcomes.

(iii) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service

is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund

or a reduction in future payments is available.

(v) Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future

benefit that employees have earned in return for their service in the current and prior periods.

That benefit is discounted to determine its present value. Remeasurements are recognised in

profit or loss in the period in which they arise.

(vi) Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw

the offer of those benefits and when the Group recognises costs for a restructuring. If benefits

are not expected to be settled wholly within 12 months of the end of the reporting period, then

they are discounted.

(j) Provisions

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that

reflects current market assessments of the time value of money and the risks specific to the

liability. The unwinding of the discount is recognised as finance cost.

Warranties

A provision for warranties is recognised when the underlying products or services are sold.

The provision is based on historical warranty data and a weighting of all possible outcomes

against their associated probabilities.

(k) Revenue

Information about the Group’s accounting policies and identified performance obligations

relating to contracts with customers is provided in Note 22.

Cost of materials and outsourced work regards the costs of the sold products or the costs for

obtaining the sold products. The costs of materials and outsourced are calculated at their cost

price.

The change in finished goods compromises the cost of materials and outsourced allocated to

the unsold and produced finished goods during the financial year.

(l) Added value

Added value is calculated as revenue plus or less inventory movements, the cost of materials,

outsourced work and logistics costs.

(m) Finance income and finance costs

The Group’s finance income and finance costs include:

—

interest income;

—

interest expense;

—

interest expense on lease liabilities;

—

dividend expense on preference shares issued classified as financial liabilities;

—

the foreign currency gain or loss on financial assets and financial liabilities;

—

the gain on the remeasurement to fair value of any pre-existing interest in an acquiree in a

business combination;

—

the fair value loss on contingent consideration classified as a financial liability;

—

hedge ineffectiveness recognised in profit or loss; and

— the reclassification of net gains and losses previously recognised in OCI on cash flow

hedges of interest rate risk for borrowings (see Note 21).

Interest income or expense is recognised using the effective interest method.

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments

or receipts through the expected life of the financial instrument to:

— the gross carrying amount of the financial asset; or

— the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross

carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost

of the liability. However, for financial assets that have become credit-impaired subsequent to

initial recognition, interest income is calculated by applying the effective interest rate to the

amortised cost of the financial asset. If the asset is no longer credit-impaired, then the

calculation of interest income reverts to the gross basis.

(n) Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except

to the extent that it relates to a business combination, or items recognised directly in equity or

in OCI.

The Group has determined that interest and penalties related to income taxes, including

uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted

for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss

for the year and any adjustment to tax payable or receivable in respect of previous years. The

amount of current tax payable or receivable is the best estimate of the tax amount expected to

be paid or received that reflects uncertainty related to income taxes, if any. It is measured

using tax rates enacted or substantively enacted at the reporting date. Current tax also includes

any tax arising from dividends.

Current tax assets and liabilities are offset only if certain criteria are met.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts

of assets and liabilities for financial reporting purposes and the amounts used for taxation

purposes. Deferred tax is not recognised for:

— temporary differences on the initial recognition of assets or liabilities in a transaction that:

• is not a business combination; and

• at the time of the transaction (i) affects neither accounting nor taxable profit or loss and

(ii) does not give rise to equal taxable and deductible temporary differences;

— temporary differences related to investments in subsidiaries, associates and joint

arrangements to the extent that the Group is able to control the timing of the reversal of the

temporary differences and it is probable that they will not reverse in the foreseeable future;

and

— taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible

temporary differences to the extent that it is probable that future taxable profits will be available

against which they can be used. Future taxable profits are determined based on the reversal

of relevant taxable temporary differences. If the amount of taxable temporary differences is

insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for

reversals of existing temporary differences, are considered, based on the business plans for

individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date

and are reduced to the extent that it is no longer probable that the related tax benefit will be

realised; such reductions are reversed when the probability of future taxable profits improves.

The measurement of deferred tax reflects the tax consequences that would follow from the

manner in which the Group expects, at the reporting date, to recover or settle the carrying

amount of its assets and liabilities. For this purpose, the carrying amount of investment

property measured at fair value is presumed to be recovered through sale, and the Group has

not rebutted this presumption.

Deferred tax assets and liabilities are offset only if certain criteria are met.

(o) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A

contract is, or contains, a lease if the contract conveys the right to control the use of an

identified asset for a period of time in exchange for consideration.

(i) As a lessee

At commencement or on modification of a contract that contains a lease component, the Group

allocates the consideration in the contract to each lease component on the basis of its relative

stand-alone prices. However, for the leases of property the Group has elected not to separate

non-lease components and account for the lease and non-lease components as a single lease

component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement

date. The right-of-use asset is initially measured at cost, which comprises the initial amount of

the lease liability adjusted for any lease payments made at or before the commencement date,

plus any initial direct costs incurred and an estimate of costs to dismantle and remove the

underlying asset or to restore the underlying asset or the site on which it is located, less any

lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the

commencement date to the end of the lease term, unless the lease transfers ownership of the

underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset

reflects that the Group will exercise a purchase option. In that case the right-of-use asset will

be depreciated over the useful life of the underlying asset, which is determined on the same

basis as those of property and equipment. In addition, the right-of-use asset is periodically

reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease

liability.

The lease liability is initially measured at the present value of the lease payments that are not

paid at the commencement date, discounted using the interest rate implicit in the lease or, if

that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the

Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various

external financing sources and makes certain adjustments to reflect the terms of the lease and

type of the asset leased.

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

— fixed payments, including in-substance fixed payments;

— variable lease payments that depend on an index or a rate, initially measured using the

index or rate as at the commencement date;

— amounts expected to be payable under a residual value guarantee; and

— the exercise price under a purchase option that the Group is reasonably certain to exercise,

lease payments in an optional renewal period if the Group is reasonably certain to exercise

an extension option, and penalties for early termination of a lease unless the Group is

reasonably certain not to terminate early.

— The lease liability is measured at amortised cost using the effective interest method. It is

remeasured when there is a change in future lease payments arising from a change in an

index or rate, if there is a change in the Group’s estimate of the amount expected to be

payable under a residual value guarantee, if the Group changes its assessment of whether

it will exercise a purchase, extension or termination option or if there is a revised in-

substance fixed lease payment.

— When the lease liability is remeasured in this way, a corresponding adjustment is made to

the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying

amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

— The Group has elected not to recognise right-of-use assets and lease liabilities for leases

of low-value assets and short-term leases, including IT equipment. The Group recognises

the lease payments associated with these leases as an expense on a straight-line basis

over the lease term.

(p) Fair value measurement

— ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date in the

principal or, in its absence, the most advantageous market to which the Group has access

at that date. The fair value of a liability reflects its non-performance risk.

— A number of the Group’s accounting policies and disclosures require the measurement of

fair values, for both financial and non-financial assets and liabilities.

— When one is available, the Group measures the fair value of an instrument using the quoted

price in an active market for that instrument. A market is regarded as active if transactions

for the asset or liability take place with sufficient frequency and volume to provide pricing

information on an ongoing basis.

— If there is no quoted price in an active market, then the Group uses valuation techniques

that maximise the use of relevant observable inputs and minimise the use of unobservable

inputs. The chosen valuation technique incorporates all of the factors that market

participants would take into account in pricing a transaction.

— If an asset or a liability measured at fair value has a bid price and an ask price, then the

Group measures assets and long positions at a bid price and liabilities and short positions

at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally

the transaction price – i.e. the fair value of the consideration given or received. If the Group

determines that the fair value on initial recognition differs from the transaction price and the

fair value is evidenced neither by a quoted price in an active market for an identical asset or

liability nor based on a valuation technique for which any unobservable inputs are judged to

be insignificant in relation to the measurement, then the financial instrument is initially

measured at fair value, adjusted to defer the difference between the fair value on initial

recognition and the transaction price. Subsequently, that difference is recognised in profit or

loss on an appropriate basis over the life of the instrument but no later than when the valuation

is wholly supported by observable market data or the transaction is closed out.

4 Standards issued but not yet effective

Certain new standards and interpretations have been issued but are not yet mandatory for the

reporting period ending 31 December 2025. This includes IFRS 18 Presentation and

Disclosure in Financial Statements, which will become effective for financial years beginning

on or after 1 January 2027. Alumexx N.V. is currently assessing the implications of IFRS 18.

Based on the current assessment, any management performance measures that may fall

within the scope of IFRS 18 are expected to be limited in nature and scope. The Group is

evaluating the presentation of the statement of profit or loss to align with the new classification

requirements for income and expenses into Operating, Investing, Financing, Income Taxes,

and, where applicable, Discontinued Operations. At this stage, Alumexx N.V. does not

anticipate that the adoption of IFRS 18 or other future standards and interpretations will have

a material impact on its financial reporting. The Group does not expect to apply new standards

and interpretations early, and based on current insights, these are not expected to have a

material effect on the entity in the current or future reporting periods, nor on foreseeable future

transactions.

5 Operating segments

The Group has no reportable segments. The activities of the Group are fully integrated and

therefore the activities are not able to divide in reportable segments. All material activities are

in the Netherlands. Financial information on nature of revenue streams and geographical

distribution of markets is provided in note 22. The Group’s Board (CODM) reviews internal

management reports on consolidated basis only on a monthly basis.

The is no dependence on a single customer. The largest customer over in 2025 represented

5% (2024: 5%) of total revenue.

Based geographical distribution all non-current assets are allocated to the Netherlands.

6 List of subsidiaries

Set out below is a list of material subsidiaries of the Group.

Name of subsidiary Country Ownership Ownership 2025 2024 Alumexx B.V. Netherlands 100% 100% Lado Klimmaterialen B.V. Netherlands 100% 100% v/d Heuvel Alu Products B.V. Netherlands 100% 100% A.S.C. Special Products B.V. Netherlands 100% 100% A.S.C. International B.V. Netherlands 100% 100% ASC Deutschland GmbH Germany 100% 100% Aluminum Scaffolding Company LLC USA 100% 100% T & C Europe B.V. Netherlands 100% 100% Steigerverkoop.nl B.V. Netherlands 100% 100% Connecting, Constructie- en Technische Netherlands 100% 100% Handelsonderneming B.V. DeSteigerConcurrent B.V. Netherlands 51% Nil%

* A.S.C. Aluminium Scaffolding Company B.V. has been dissolved in 2024.

7 Acquisition of subsidiary

On 13 January 2025, the Group established DeSteigerconcurrent B.V. (hereinafter "DSCBV")

together with Langeberg Holding B.V. and Noorda Finance holding B.V. Control was obtained

by the Group because of their 51% shareholding which represents the majority in voting rights.

The remaining 49% are held by Langeberg Holding B.V. and Noorda Finance holding B.V.,

representing 24.5% voting rights each.

On 1 February 2025 DSCBV acquired all assets and liabilities from the DeSteigerConcurrent

VOF, which represented the personal company of both Mr. Langeberg and Mr. Noorda. The

initial accounting period within the measurement period of 12 months after the acquisition date

ended on 31 January 2026. As per the 31 December 2025 the initial accounting was

completed.

Included in the identifiable assets and liabilities acquired at the date of acquisition of the

acquiree are inputs (websites, right of use assets, inventories and customer relationships),

sales processes and an organised workforce. The Group has determined that together the

acquired inputs and processes significantly contribute to the ability to create revenue. The

Group has concluded that the acquired set is a business.

Taking control over the assets and liabilities acquired will enable the Group to generate sales

by the website of DSCBV and to acquire knowledge with regard to state of art website

technology.

In the eleven months period ended 31 December 2025, the acquiree contributed revenue of

EUR 2.175 and EBITDA of EUR 123 to the Group’s results. If the acquisition had occurred on

1 January 2025, management estimates that consolidated revenue would have been

EUR 40.438, and consolidated EBITDA for the year would have been EUR 4.369. In

determining these amounts, management has assumed that the fair value adjustments,

determined provisionally, that arose on the date of acquisition would have been the same if

the acquisition had occurred on 1 January 2025.

Acquisition-related costs

The incurred acquisition-related costs by the Group are considered as not material.

Consideration transferred

No consideration has been transferred to the former owners of DeSteigerConcurrent VOF.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities

assumed at the acquisition date. EUR 1,000 Property, plant and equipment 21 Right of Use assets 94 Intangible assets 269 Inventories 48 Trade receivables and other receivables 64 Cash and cash equivalents 96 Loans and borrowings -71 Lease liabilties -94 Deferred tax liabilities - Trade payables and other liabilities -427 Total identifiable net assets acquired -

Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were

as follows.

Assets acquired

Valuation technique

Property, plant and

equipment

Market comparison technique and cost technique:

The valuation model considers market prices for similar items when available, and

depreciated replacement cost when appropriate. Depreciated replacement cost

reflects adjustments for physical deterioration as well as functional and economic

obsolescence.

Intangible assets

Relief-from-royalty method and multi-period excess earnings method:

The relief-from-royalty method considers the discounted estimated royalty

payments that are expected to be avoided as a result of the brand being owned.

The multi-period excess earnings method considers the present value of net cash

flows expected to be generated by the customer relationships, by excluding any

cash flows related to contributory assets.

Inventories

Market comparison technique:

The fair value is determined based on the estimated selling price in the ordinary

course of business less the estimated costs of completion and sale, and a

reasonable profit margin based on the effort required to complete and sell the

inventories.

Right of use assets

Present value method

At the acquisition date, the right of use asset lease liability is measured at the

present value of the future lease payments using the market interest rate.

Trade and other

receivables

The trade receivables comprise gross contractual amounts of which nothing was

expected to be uncollectable at the acquisition date.

Goodwill

Goodwill arising from the acquisition has been recognised as follows:

EUR 1,000 Consideration transferred - Fair value of identifiable net assets - Goodwill -

As both the consideration transferred and the net assets are zero, no goodwill has been

recognised.

8 Property, plant and equipment

Reconciliation of the carrying amount

Leasehold Plant and Fixtures Vehicles Total 2improve-equipmentand fittings ments EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Cost Balance at 1 January 2024 333 3.555 842 705 5.435 Additions 31 119 63 296 509 Disposals - -6 - -114 -120 Other movements 101 9 - -67 43 Balance at 31 December 2024 465 3.677 905 820 5.867 Balance at 1 January 2025 465 3.677 905 820 5.867 Acquisitions through business 4 - 12 5 21 combinations Additions 49 158 24 9 240 Disposals - -3 - -34 -37 Balance at 31 December 2025 518 3.832 941 800 6.091 Accumulated depreciation and impairment losses Balance at 1 January 2024 176 2.117 765 399 3.457 Depreciation 46 391 41 97 575 Other movement - 86 - -26 60 Disposals - -6 - -84 -90 Balance at 31 December 2024 222 2.588 806 386 4.002 Balance at 1 January 2025 222 2.588 806 386 4.002 Acquisitions through business 1 - 1 - 2 combinations Depreciation 49 347 51 108 555 Other movement 2 7 5 - 14 Disposals - - -27 -27 Balance at 31 December 2025 274 2.942 863 467 4.546 Carrying amounts At 1 January 2024 157 1.438 77 306 1.978 At 31 December 2024 243 1.089 99 434 1.865 At 31 December 2025 244 890 78 333 1.545

Security

At 31 December 2025, these assets were subject to the security with regard to the secured

bank loans (see note 16).

Included in this category is an amount of EUR 36 relating to production mold under construction

9 Intangible assets and goodwill

Reconciliation of carrying amount

Goodwill Trademarks Customer Online Total relation-platforms ships EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Cost Balance at 1 January 2024 8.422 3.605 4.714 160 16.901 Acquisitions Purchases - - - - - Disposals - - - - - Balance at 31 December 2024 8.422 3.605 4.714 160 16.901 Balance at 1 January 2025 8.422 3.605 4.714 160 16.901 Acquisitions - - - - - Business combinations - - - 269 269 Purchases - - - - - Disposals - - - - - Balance at 31 December 2025 8.422 3.605 4.714 429 17.170 Accumulated amortisation and impairment losses Balance at 1 January 2024 - 561 538 113 1.212 Amortisation - 361 695 32 1.088 Impairment loss - - - - - Other movement - - - - - Balance at 31 December 2024 - 922 1.233 145 2.300 Balance at 1 January 2025 - 922 1.233 145 2.300 Amortisation - 361 696 38 1.095 Other movement - - -1 - -1 Impairment loss - - - - - Balance at 31 December 2025 - 1.283 1.928 183 3.394 Carrying amounts At 1 January 2024 8.422 3.044 4.176 47 15.689 At 31 December 2024 8.422 2.683 3.481 15 14.601 At 31 December 2025 8.422 2.322 2.786 246 13.776

Amortisation

The amortisation of trademarks, customer relationships and online platforms is included in the

amortisation expenses.

The remaining amortization period of the trademarks is approximately 7 years and for customer

relationships 3 – 5 years. The remaining amortization period for online platforms will end in

2035.

Impairment testing of goodwill

For the purposes of impairment testing, goodwill has been allocated to the Group as a whole.

The recoverable amount was based on fair value less costs of disposal, estimated using

discounted cash flows. The fair value measurement was categorised as a Level 3 fair value

based on the inputs in the valuation technique used (see note 2(d)).

The key assumptions used in the estimation of the recoverable amount are set out below. The

values assigned to the key assumptions represented management’s assessment of future

trends in the relevant industries and were based on historical data from both external and

internal sources.

2025 2024 percent percent Discount rate 15,5% 14,5% Terminal value growth rate 2,0% 2,0% Budgeted EBITDA growth rate (average of the next three years) 16,0% 16,6%

The discount rate was a post-tax measure estimated based on historical industry average

weighted-average cost of capital

The cash flow projections included specific estimates for three years and a terminal growth

rate thereafter. The terminal growth rate was determined based on management’s estimate of

the long-term compound annual EBITDA growth rate, consistent with the assumption that a

market participant would make.

Budgeted EBITDA was estimated taking into account past experiences, adjusted as follows:

— Revenue growth was projected taking into account the average growth levels experienced

over the past years and the estimated sales volume and price growth for the next three

years. It was assumed that sales price would increase in line with forecast inflation over

the next five years.

— Cost of sales was projected taking into account the expected increase in line with forecast

inflation over the next five years.

— Other expenses was projected taking into account the expected increase in line with

forecast inflation over the next five years except for the employee benefits, which are

expected to increase by the inflation + 1%.

The estimated recoverable amount exceeded its carrying amount by approximately 75%.

10 Trade and other receivables

2025 2024 EUR 1,000 EUR 1,000 Trade receivables due from related parties 377 623 Trade receivables due from third parties 2.029 1.991 Other receivables 225 460 2.631 3.074 Non-current 374 368 Current 2.257 2.706 2.631 3.074

The non-current receivables relate to deposits for rental agreements mainly with related

parties. These are expected to be collected after 12 months.

Credit and market risks, and impairment losses

Information about the Group’s exposure to credit and market risks, and impairment losses for

trade and other receivables is included in note 21.

11 Other investments, including derivatives

Current investments

2025 2024 EUR 1,000 EUR 1,000 Interest rate swaps used for hedging -78 -122 -78 -122

With respect to the secured bank loans, an interest rate SWAP was entered into to hedge the

cash flow risk relating to the variable cash flows from the variable interest rate. By means of

this interest rate swap, the variable 3-month EURIBOR has been hedged by a fixed at an

interest rate of 3.17% until January 1, 2028. The interest rate is therefore 6.92% fixed.

This derivative is presented as part of the current liabilities

12 Inventories

2025 2024 EUR 1,000 EUR 1,000 Raw materials and consumables 3.733 4.392 Intermediates and finished goods 7.098 7.677 10.831 12.069

Carrying amount of inventories is pledges as security for liabilities.

13 Cash and cash equivalents

Cash and cash equivalents included in the statement of cash flows consist of cash on hand

and balances with banks.

2025 2024 EUR 1,000 EUR 1,000 Bank balances 2.069 123 Cash 6 2 Cash and cash equivalents in the statement of financial position 2.075 125 Bank overdrafts repayable on demand and used for cash management - -40 purposes Cash and cash equivalents in the statement of cash flows 2.075 85

For cash and cash equivalents no restrictions apply.

14 Capital and reserves

Share capital and share premium

Ordinary shares 2025 2024 In issue at 1 January 14.845.515 14.845.515 Issued for cash - - Issued in business combination - - In issue at 31 December – fully paid 14.845.515 14.845.515 Issued – par value EUR ‘000 1.484 1.484

All ordinary shares rank equally with regard to the Company’s residual assets.

Authorised capital

Authorised capital of the company consist of 44.000.000 shares divided in 26,000,000 ordinary

shares, 17,999,990 shares A and 10 redeemable cumulative preference shares with 6%

dividend. All shares are in registered form. Each share has a nominal value of € 0.10.

Ordinary shares

Holders of these shares are entitled to dividends as declared from time to time, and are entitled

to one vote per share at general meetings of the Company. All rights attached to the Company’s

shares held by the Group are suspended until those shares are reissued.

Issue of ordinary shares

In 2025 and 2024 no shares have been issued.

Nature and purpose of reserves

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair

value of hedging instruments used in cash flow hedges pending subsequent recognition in

profit or loss as the hedged cash flows affect profit or loss (see note 21).

Dividends

In 2025 and 2024 no dividends were declared and paid by the Company.

OCI accumulated in reserves, net of tax

Hedging Total reserve EUR 1,000 EUR 1,000 2025 Cash flow hedges - effective portion of changes in fair -78 -78 value Total -78 -78

2024 Cash flow hedges - effective portion of changes in fair -122 -122 value Total -122 -122

15 Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and

market confidence and to sustain future development of the business. Management monitors

the return on capital. The main focus is on repayment of the external financing. Dividend

payments to cumulative preference shareholders and payments of dividends to ordinary

shareholders are not expected on short notice.

The Management Board seeks to maintain a balance between sound returns and solid capital

position. The Group’s target is to achieve a solvency percentage above 10%; in 2025 solvency

amounted to 14% (2024: 13%). In this solvency calculation the amount due to preference

shareholders is excluded from equity. According to Dutch law, preference shares are

considered as equity. Solvency considering the preference shares as part of equity amounts

to 38% (2024: 35%).

The weighted-average interest expense on the interest-bearing borrowings obtained from

Rabobank amounts to 6.71% (2024: 6.92%) taking into account the effective part of the Interest

Rate Swap. Repayment of the financing to Rabobank amounted to EUR 3.47 million (2024:

2.5 million).

Management has introduced in 2024 a group’s share option program for key management and

other (senior) employees or other eligible persons.

16 Loans and borrowings

Non-current liabilities

2025 2024 EUR 1,000 EUR 1,000 Secured bank loans 6.008 8.296 Borrowings 328 431 Contingent consideration (earn-out) 648 1.159 Redeemable preference shares 8.388 7.956 Lease liabilities 2.502 4.241 Loan with warrant attached (note 17) 3.712 - 21.586 22.083

Current liabilities

2025 2024 EUR 1,000 EUR 1,000 Current portion of secured bank loans 1.442 2.500 Borrowings 91 147 Current portion of contingent consideration (earn-out) 128 255 Current portion of lease liabilities 1.759 1.233 Loan with warrant attached (note 17) 521 - Bank overdrafts - 40 3.941 4.175

In the second half of 2025 the Group issued a loan with warrants attached with a notional

amount of EUR 4.75 million. The loan bears an interest rate of 6%. The repayment term is 5

years divided in 20 equal quarterly instalments. The repayment is subject to specific conditions.

Based on current expectations the first instalments will be paid in the third quarter of 2026.

As per 31 December 2025 and 2024 there was no breach of covenants. The available

headroom with regard to the covenants was limited.

In 2025 the repayment schedule and the covenants have been re-negotiated, following a

breach of covenants. The negotiation resulted in an additional repayment of EUR 1.5 million

by the end of the third quarter. In return for this additional repayment, future repayments have

been reduced. The adjustment of the repayment schedule did not result in a substantial

modification.

Information about the Group’s exposure to interest rate, foreign currency and liquidity risk is

included in note 21.

Terms and repayment schedule

The terms and conditions of outstanding loans are as follows:

Currency Nominal Face value Carrying Face value Carrying interest rate 31 December amount 31 December amount 2025 31 December 2024 31 December 2025 2024 % EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Secured bank loan EUR 6.92% 7.487 7.450 10.850 10.796 Redeemable EUR 6.00% 8.388 8.388 7.956 7.956 cumulative preference shares Borrowings EUR 5% - 9% 419 419 578 578 Bankoverdraft EUR - - 40 40 Loan with warrants EUR 6% 4.233 4.233 - - attached Total interest-bearing 20.527 20.490 19.424 19.370 liabilities

Secured bank loan

Initial loan agreement

With the acquisitions of Euroscaffold and ASC Group, the company has entered into

financing agreement with Rabobank as of March 31, 2023 of EUR 16.600 of which

EUR 2.000 in the form of an overdraft facility. The loans of EUR 14.600 consist of two loans:

• Loan I of EUR 11.250

• Loan II of EUR 3.350.

Loan I of EUR 11.250 has a term of 5 years and repayment quarterly of EUR 625 for the first

time as of September 30, 2023. Interest is based on 3-month EURIBOR with a variable

surcharge of 3.00% to 3.75%-point depending on the Senior Net Debt / EBITDA ratio. Until

the first measurement point after the end of the 3

quarter 2023, the mark-up is 3.75%-point.

With respect to this financing, an interest rate SWAP was entered into to hedge the cash flow

risk relating to the variable cash flows from the variable interest rate. By means of this

interest rate swap, the variable 3-month EURIBOR has been hedged by a fixed at an interest

rate of 3.17% until January 1, 2028. The interest rate is therefore 6.92% fixed.

The fair value of the derivative is based on Level 1 inputs. Level 1 inputs are prices quoted in

active markets (unadjusted) for identical assets or liabilities to which the entity has access at

the measurement date.

The effective portion of changes in the fair value of the derivative hedging instrument

amounts to negative EUR 78 (2024: EUR 122) recognized in other comprehensive income

and presented in the hedging reserve in equity.

Loan II of EUR 3.350 has a term of 5 years. The loan is repayable as lump sum at the end of

the term on March 31, 2028. Interest is based on 3-month EURIBOR with a surcharge of

3.5% to 4.25%-points depending on the Senior Net Debt / EBITDA ratio. Until the first

measuring point after the end of the 3

quarter 2023, the mark-up is 4.25%-point. There is a

mandatory additional (interim) repayment whereby 50% of the excess cash flow must be

repaid until a leverage of < 2.0 is reached. This resulted in a repayment amounting EUR 116

in 2025.

2025

In 2025 the Company agreed with the Rabobank an adjustment of the financing agreement.

The main changes comprise:

- adjusting the repayment schedule. In September 2025 an additional repayment was

made amounting to EUR 1.500. The quarterly repayments are reduced to EUR 300

for the 3

quarter of 2025 until the 2

quarter 2026. For the subsequent quarters the

quarterly repayments are reduced to EUR 400.

- Covenants have been reset.

- The excess cash clause has been cancelled.

Collateral

The following collateral has been provided for the financing in favor of Rabobank and

remains unchanged under the new conditions:

• first lien on all present and future operating assets;

• first lien on all present and future inventory;

• first lien on all present and future rights/claims;

• first lien on all shares in the associates held by Alumexx N.V.;

• joint and several liability of all Dutch companies belonging to the group.

Covenants

In addition, several non-financial and financial covenants have been agreed with Rabobank,

including a non-withdrawal provisions. No dividend may be paid if the Senior net debt /

EBITDA ratio is or thereby becomes higher than 2.0 or the Debt Service Coverage ratio is or

theby becomes lower than 1.1. This also applies to the dividend on the redeemable

cumulative preference shares and repayments on the loan with warrants attached.

Furthermore the Company is not allowed to enter into new financing agreements exceeding

EUR 150 per year and EUR 400 in total during the contractual terms of loans A and B.

Lastly, related party transactions need to be conducted at arm's length.

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

ratio, EBITDA Cover test ratio and Revenue Cover test ratio. Alumexx met all covenants as

of December 31, 2025.

Contingent Consideration (earn-out)

With respect to the acquisitions of Euroscaffold and ASC Group, a contingent consideration

has been agreed with a maximum nominal value of EUR 2,550. The payment will be made in

5 instalments, depending on the annual consolidated EBITDA to be realised. The fair value

of this contingent consideration as of March 31, 2024 amounted to EUR 1.414. Because the

EBITDA for 2025 does allow a pay-out ratio of 25% and for 2026 the expected pay-out ratio

amounts to 50% the fair value has been adjusted accordingly. The fair value at December

31, 2025 amounted to EUR 776. Of this amount, EUR 128 is presented as current. The fair

value of the contingent consideration has been calculated using an interest rate of 8.8%.

Redeemable cumulative preference shares

2025 2024 EUR 1,000 EUR 1,000 Opening balance 7.956 7.524 Proceeds from issue of redeemable cumulative preference shares - - Accrued dividend 432 432 Carrying amount at 31 December 8.388 7.956

The redeemable cumulative preference shares are classified as liability.

During 2024 and 2025 no preference shares were issued.

The redeemable preference shares are mandatorily redeemable at par without a specified end

date. The Group is obliged to pay holders of these shares’ annual dividends of 6% of the par

amount and is accrued when not paid. Redeemable preference shares do carry one voting

right each.

Reconciliation of movements of liabilities to cash flows arising from financing activities

Liabilities Secured bank Contingent Redeemable Borrowings Lease liabilities Total loans consideration cumulative preference shares All amounts in thousands of euros Balance at 1 January 2025 10.796 1.414 7.956 578 5.474 26.218 Changes in financing cash flows: 75 - - - - 75 • Proceeds from loans and borrowings - - - - - - • Proceeds from lease liabilities -3.401 -255 - - - -3.656 • Repayment of borrowings - - - -189 -1.793 -1.982 • Payment of finance lease liabilities and RoU Total changes from financing -3.326 -255 - -189 -1.793 -5.563 cash flows Changes in fair value - -479 - - - -479 Other changes - - - - 244 244 Interest - 96 432 30 336 894 Amortised cost 17 - - - - 17 Balance at 31 December 2025 7.487 776 8.388 419 4.261 21.331

Liabilities Secured bank Contingent Redeemable Borrowings Lease liabilities Total loans consideration cumulative preference shares All amounts in thousands of euros Balance at 1 January 2024 13.279 2.124 7.524 409 6.225 29.561 Changes in financing cash flows: - - - - - • Proceeds from loans and borrowings - - - - 362 362 • Proceeds from lease liabilities - -2.500 -510 - - -3.010 • Repayment of borrowings - - - -229 -1.439 -1.668 • Payment of finance lease liabilities and RoU Total changes from financing -2.500 -510 - 133 -1.439 -4.316 cash flows Changes in fair value - -364 - - - -364 Other changes - - - - 294 294 Interest - 164 432 36 394 1.026 Amortised cost 17 - - - - 17 Balance at 31 December 2024 10.796 1.414 7.956 578 5.474 26.218

17 Loan with warrants attached

In the second half of 2025 the Group issued a loan with warrants attached with a notional

amount of EUR 4.75 million. The loan bears an interest rate of 6%. The repayment term is 5

years divided in 20 equal quarterly instalments. The repayment is subject to specific conditions.

Based on current expectations the first instalments will be paid in the third quarter of 2026.

Accrued interest and overdue repayments will be catched up as prompt as possible.

For every 4 euro subscription, 1 warrant has been granted with an exercise value of 1,50 euro.

Following the total subscription of EUR 4,75 million, 1.187.500 warrants are issued. The

warrants can be exercised for a period of 5 years ending 30 September 2030.

For accounting purposes, the loan with warrants attached qualify as having two ‘components’,

being a liability host contract plus a separate issue of warrants which qualify for classification

as an equity instrument.

As the loan with warrants attached has been determined to contain a host liability and

embedded equity (warrant), the fair value of the liability component is determined first. This is

established by using a present value calculation, i.e. the contractual stream of future cash

flows is discounted at the rate of interest that would apply to an identical financial instrument

without a warrant, which is considered at 11%. The equity component is then assigned as the

residual amount, by deducting the amount calculated for the liability component from the fair

value of the instrument as a whole. The calculation resulted in an equity component amounting

to EUR 628.

18 Share-based payment arrangement

Description of the share-based payment arrangement

At 31 December 2025, the Group has the following share-based payment arrangement.

Share option programme (equity-settled)

During the Annual General Meeting in June 2024, the Group established a share option

programme that entitle key management, Employees and other Eligible persons to purchase

shares in the Company. Under this programme, holders of vested options are entitled to

purchase shares at the market price of the shares at the date of grant. Currently, this

programme is limited to key management personnel and other (senior) employees.

The key terms and conditions related to the grants under this programme are as follows;

• The option pool cannot exceed 10% of the outstanding share capital

• exercise price is the closing stock price before grant date

• options can be conditional and unconditional

• options vest 3 years after grant date

• options can be exercised for 2 years following vesting date

• all options are to be settled by physical delivery of shares.

100

Grand date/employee entitled Number of instruments x Vesting conditions Contractual 1,000 life of options 2025 2024 Options granted to key management personnel On 1 October 96.000 160.000 3 years’ service from grant date 5 years and subject to meeting specific non-market performance conditions Options granted to employees On 1 October 297.530 260.000 3 years’ service from grant date 5 years Total share options 393.530 420.000

Measurement of fair values

• Equity-settled share-based payment arrangement

• The fair value of the share options has been measured using the Black-Scholes-Merton

model. Service and non-market performance conditions attached to the transactions

were taken into account in measuring fair value.

• The inputs used in the measurement of the fair values at grant date of the equity-settled

share-based payment plans were as follows:

Key management employees personnel 2025 2024 2025 2024 EUR EUR EUR EUR Fair value at grant date 0,48 0,54 0,48 0,54 Share price at grant date 1,44 1,25 1,44 1,25 Exercise price 1,44 1,25 1,44 1,25 Expected volatility (weighted-average) 39% 46% 39% 46% Expected life (weighted-average) 4 year 5 year 4 year 5 year Expected dividends 0% 0% 0% 0% Risk-free interest rate (based on 1,90% 2,13% 1,90% 2,13% government bonds)

• Expected volatility has been based on an evaluation of the historical volatility of a peer

group with the Company’s share included in the peer group, particularly over the

historical period commensurate with the expected term. The expected term of the

instruments has been based on general option holder behaviour.

101

Reconciliation of outstanding share options

The number and weighted average exercise prices of share options under share option

programme were as follows:

2025 2024 Number of Number of options options x 1.000 x 1.000 Outstanding at 1 January 420 - Forfeiting during the year -17 - Exercised during the year - - Granted during the year 394 420 Outstanding at 31 December 797 420 Exercisable at 31 December - -

The options outstanding at 31 December 2025 had a weighted-average exercise price of EUR

1,34 (2024: 1,25) and a weighted-average contractual life of 2,24 years (2024: 2,75).

Expense recognised in profit or loss

For details on the related employee benefit expenses, see note 24.

19 Trade and other payables

2025 2024 EUR 1,000 EUR 1,000 Trade creditors 2.218 3.028 Accrued expenses and other payables 380 315 Trade payables due to related parties 129 248 Trade payables 2.727 3.591 Interest rate swaps used for hedging 78 122 Employee related accruals 253 217 Taxes and social securities 296 269 Other payables 627 608 3.354 4.199 Non-current 78 122 Current 3.276 4.077 3.354 4.199

Information about the Group’s exposure to currency and liquidity risk is included in note 21.

102

20 Provisions

Warranties Total EUR 1,000 EUR 1,000 Balance at 1 January 2025 173 173 Provisions made during the year 64 64 Provisions used during the year -64 -64 Provisions reversed during the - - year Balance at 31 December 2025 173 173

Warranties

The provision for warranties relates mainly to climbing materials sold from 2021 to 2025. In

general the warranty term is 5 years. The provision has been estimated based on historical

warranty data associated with similar products. The Group expects to settle the majority of the

liability over the next year.

21 Financial instruments – fair values and risk management

Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial

liabilities, including their levels in the fair value hierarchy. It does not include fair value

information for financial assets and financial liabilities not measured at fair value if the carrying

amount is a reasonable approximation of fair value.

31 December 2025 Fair value Fair value – Financial Other Total Level 1 Level 2 Level 3 Total hedging assets at financial instruments amortised liabilities cost EUR 1,000 EUR 1,000 EUR 1,000 EUR 1.000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Financial assets not measured at fair value Trade and other receivables 10 - 2.589 - 2.589 - - - - Cash and cash equivalents 13 - 2.075 - 2.075 - - - - - 4.664 - 4664 - - - - Financial liabilities measured at fair value Interest rate swaps used for hedging 11 78 - - 78 78 - - 78 Contingent consideration (earn-out) 16 - - 776 776 - - 776 776 78 - 776 854 78 - 776 854 Financial liabilities not measured at fair value Secured bank loans 16 - - 7.450 7.450 - - - - Redeemable preference shares 16 - - 8.388 8.388 - - - - Loans and borrowings 16 - - 419 419 - - - - Loan with warrants attached 16 - - 4.233 4.233 - - - - Trade and other payables 19 - - 3.355 3.355 - - - - - - 23.845 23.845 - - - -

104

31 December 2024 Fair value Fair value – Financial Other Total Level 1 Level 2 Level 3 Total hedging assets at financial instruments amortised liabilities cost EUR 1,000 EUR 1,000 EUR 1,000 EUR 1.000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Financial assets not measured at fair valueTrade and other receivables 10 - 3.074 - 3.074 - - - - Cash and cash equivalents 13 - 125 - 125 - - - - - 3.199 - 3.199 - - - - Financial liabilities measured at fair value Interest rate swaps used for hedging 11 122 - - 122 122 - - 122 Contingent consideration (earn-out) 16 - - 1.414 1.414 - - 1.414 1.414 122 - 1.414 1.536 122 1.414 1.536 Financial liabilities not measured at fair value Bank overdrafts 16 - - 40 40 - - - - Secured bank loans 16 - - 10.796 10.796 - - - - Redeemable preference shares 16 - - 7.956 7.956 - - - - Loans and borrowings 16 - - 578 578 - - - - Trade and other payables 19 - - 4.199 4.199 - - - - - - 23.569 23.569 - - - -

105

Measurement of fair values

Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 3 fair

values, for financial instruments measured at fair value in the statement of financial

position, as well as the significant unobservable inputs used. Related valuation

processes are described in Note 2.

Financial instruments measured at fair value

Type

Valuation technique

Significant

unobservable

inputs

Inter-relationship between

significant unobservable

inputs and fair value

measurement

Contingent

consideration

Discounted cash flows: The

valuation model considers the

present value of the expected

future payments, discounted

using a risk-adjusted discount

rate. The expected payment is

determined by considering the

possible scenarios of forecast

EBITDA, the amount to be paid

under each scenario and the

probability of each scenario.

— Expected

EBITDA (31

December

2025: EUR

5.500 - EUR

6.000).

— Risk-adjusted

discount rate

(31 December

2025: 8,8%).

The estimated fair value

would increase (decrease)

if:

— the expected cash flows

were higher (lower); or

— the risk-adjusted

discount rate were

lower (higher).

Interest rate

swaps

Swap models: The fair value is

calculated as the present value

of the estimated future cash

flows. Estimates of future

floating-rate cash flows are

based on quoted swap rates,

futures prices and interbank

borrowing rates. Estimated

cash flows are discounted

using a yield curve constructed

from similar sources and which

reflects the relevant benchmark

interbank rate used by market

participants for this purpose

when pricing interest rate

swaps. The fair value estimate

is subject to a credit risk

adjustment that reflects the

credit risk of the Group and of

the counterparty; this is

calculated based on credit

spreads derived from current

credit default swap or

bond prices.

Not applicable.

106

Financial instruments not measured at fair value

Type

Valuation technique

Other financial liabilities*

Discounted cash flows: The valuation model considers the present

value of expected payment, discounted using a risk-adjusted discount

rate.

* Other financial liabilities include secured loans and redeemable cumulative

preference shares.

Level 3 fair values

Reconciliation of Level 3 fair values

The following table shows a reconciliation from the opening balances to the closing

balances for Level 3 fair values. Contingent consideration EUR 1,000 EUR 1,000 2025 2024 Balance at 1 January 1.414 2.124 -479 -364 Net change in fair value included in finance income 96 169 Accretion of interest included in finance income Paid on the contingent consideration -255 -510 Other movements -5 Balance at 31 December 776 1.414

There have been no transfers among Level 1, Level 2 and Level 3 during each of the

years presented above.

Sensitivity analysis

The fair values of contingent consideration is mainly impacted by the expected future

EBITDA. The fair value as per 31 December 2025 is adjusted in this respect.

107

Financial risk management

The Group has exposure to the following risks arising from financial instruments:

— credit risk;

— liquidity risk;

— market risk.

Risk management framework

The Management Board has overall responsibility for the establishment and oversight of

the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks

faced by the Group, to set appropriate risk limits and controls, and to monitor risks and

adherence to limits. Risk management policies and systems are reviewed regularly to

reflect changes in market conditions and the Group’s activities. The Group, through its

management standards and procedures, aims to develop a disciplined and constructive

control environment in which all employees understand their roles and obligations.

The Group Supervisory Board oversees how management monitors compliance with the

Group’s risk management policies and procedures, and reviews the adequacy of the risk

management framework in relation to the risks faced by the Group.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a

financial instrument fails to meet its contractual obligations, and arises principally from

the Group’s receivables from customers.

The carrying amounts of financial assets represents the maximum credit exposure.

Impairment losses on financial assets recognised in profit or loss were as follows:

2025 2024 EUR 1,000 EUR 1,000 Impairment loss on trade receivables 20 10 20 10

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics

of each customer. However, management also considers the factors that may influence

the credit risk of its customer base, including the default risk associated with the industry

in which customers operate.

The Management Board has established a credit policy under which each new customer

is analysed individually for creditworthiness before the Group’s standard payment and

108

delivery terms and conditions are offered. For most of the new customers prepayments

are requested. Sale limits are established based on payment experience with the

customer. Any sales exceeding those limits require approval from the Management

Board.

The Group limits its exposure to credit risk from trade receivables by establishing a

maximum payment period of one month in general. To further reduce the risk a discount

is offered in case of early payment.

Most the Group’s customers who buy on credit have been transacting with the Group for

over several years, and none of these customers’ balances have been written off or are

credit-impaired at the reporting date. In monitoring customer credit risk, customers are

reviewed individually based on trade history with the Group and existence of previous

financial difficulties.

The Group does not require collateral in respect of trade and other receivables. The

Group does not have trade receivable for which no loss allowance is recognised because

of collateral.

At 31 December 2025, the carrying amount of the receivable from the Group’s most

significant customer (a Dutch wholesale online platform) was less than 0.5% of the

Group’s total revenue. Trade receivables comprise a very large number of small

balances from individual customers.

Expected credit loss assessment for individual customers

The Group assesses its larger trade receivables (above EUR 25) on an individual basis.

To measure the ECLs of trade receivables from the remaining individual customers,

which comprise a very large number of small balances 1% (2024: 1%) of the outstanding

balance (including the larger trade receivables) is provided as ECL. This risk percentage

is based on historical data.

Movements in the allowance for impairment in respect of trade receivables

The movement in the allowance for impairment in respect of trade receivables during the

year was as follows.

2025 2024 EUR 1,000 EUR 1,000 Balance at 1 January 185 256 Amounts written off -43 -81 Net remeasurement of loss allowance 20 10 Balance at 31 December 162 185 Trade receivables with a contractual amount of EUR nil written off during 2025 are still

subject to enforcement activity.

109

Cash and cash equivalents

The Group held cash and cash equivalents of

EUR 2.075 at 31 December 2025 (2024:

EUR 125). The cash and cash equivalents are held with bank and financial institution

counterparties, which are rated AA- to AA+, based on rating agency ratings.

Impairment on cash and cash equivalents has been measured at zero.

Derivatives

The derivatives are entered into with bank and financial institution counterparties, which

are rated AA- to AA+, based on rating agency ratings.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations

associated with its financial liabilities that are settled by delivering cash or another

financial asset. The Group’s approach to managing liquidity is to ensure, as far as

possible, that it will have sufficient liquidity to meet its liabilities when they are due, under

both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation.

The Group aims to maintain the level of its cash and cash equivalents 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 2025 this has been fulfilled. There is no

restricted cash within the Group.

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

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

indicator for the working capital not considering inventory. This excludes the potential

impact of extreme circumstances that cannot reasonably be predicted, such as natural

disasters.

In addition, the Group maintains the following lines of credit.

— EUR 2 million overdraft facility that is attached to the secured bank loan agreement.

Interest would be payable at the rate of 1 month Euribor plus 190 basis points (2024:

Euribor plus 190 basis points). The overdraft facility is not withdrawn as per reporting

date.

110

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the

reporting date. The amounts are gross and undiscounted, and include estimated interest

payments and excluding the impact of netting agreements.

31 December 2025 Carrying amount Total 1 year 1 - 5 years More than 5 years or less EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Non-derivative financial liabilities Contingent consideration 776 893 128 765 - (earn-out) Secured bank loans 7.450 8.839 1.930 6.909 - Redeemable preference 8.388 8.388 - - 8.388 shares Borrowings 419 437 102 299 36 Lease liabilities 4.261 4.338 1.959 2.379 - Loan with warrants 4.233 5.593 826 4.767 - attached Trade payables and other 3.355 3.355 3.355 - - payables 28.882 31.843 8.300 15.119 8.424 Derivative financial liabilities Interest rate swaps used 78 78 78 - - for hedging 78 78 78 - -

111

31 December 2024 Carrying amount Total 1 year 1 - 5 years More than 5 years or less EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Non-derivative financial liabilities Contingent consideration 1.414 1.658 255 1.403 - (earn-out) Bank overdraft 40 40 40 - - Secured bank loans 10.796 12.324 3.164 9.160 - Redeemable preference 7.956 7.956 - - 7.956 shares Borrowings 578 654 185 391 78 Lease liabilities 5.475 6.099 2.034 4.065 - Trade payables and other 4.199 4.199 4.199 - - payables 30.458 32.930 9.877 15.019 8.034 Derivative financial liabilities Interest rate swaps used 122 122 122 - - for hedging 122 122 122 - -

The inflows/(outflows) disclosed in the above table represent the contractual

undiscounted cash flows relating to derivative financial liabilities held for risk

management purposes and which are not usually closed out before contractual maturity.

The disclosure shows net cash flow amounts for derivatives that are net cash-settled and

gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash

settlement.

As disclosed in Notes 16, the Group has a secured bank loan that contains loan

covenants. A future breach of covenant may require the Group to repay the loan earlier

than indicated in the above table. Under the agreement, the covenant is monitored and

112

reported on a quarterly basis by the finance department and reported to management to

ensure compliance with the agreement.

The interest payments on variable interest rate loans in the table above reflect market

forward interest rates at the reporting date and these amounts may change as market

interest rates change. The future cash flows on contingent consideration (see note 16)

and derivative instruments may be different from the amount in the above table as

interest rates and exchange rates or the relevant conditions underlying the contingency

change. Except for these financial liabilities, it is not expected that the cash flows

included in the maturity analysis could occur significantly earlier, or at significantly

different amounts.

The trade debtors of the Company are used for managing the financial liability. The

Group reviews on regular basis that the trade debtors are in line with the trade creditors

for both amount and maturity.

Market risk

Market risk is the risk that changes in market prices – e.g. as foreign exchange rates,

interest rates and commodity (e.g. aluminium) prices – will affect the Group’s income or

the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposures within acceptable

parameters, while optimising the return.

The Group uses no derivatives to manage market risks. Under certain conditions purchase

prices are agreed with suppliers for a period for 3 – 12 months. All such transactions are

carried out within the guidelines set by the Management Board. Generally, the Group does

not apply hedge accounting to manage volatility in profit or loss except for the interest rate

swap.

Currency risk

The Group is exposed to transactional foreign currency risk to the extent that there is a

mismatch between the currencies in which sales, purchases, receivables and borrowings

are denominated and the respective functional currencies of Group companies. The

functional currencies of Group companies are primarily the euro. The currencies in which

these transactions are primarily denominated are EUR and for an insignificant part based

on USD. Therefore, there is no Group’s risk management policy applicable and

management did not designate any net positions in a hedging relationship.

Interest rate risk

The Group adopts a policy of ensuring that 100% of its interest rate risk exposure is at

fixed rate. This is achieved by entering into fixed-rate instruments and by borrowing at a

floating rate and using interest rate swaps as hedges of the variability in cash flows

attributable to movements in interest rates. The Group applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging

instrument and hedged item based on the reference interest rates, tenors, repricing dates

and maturities and the notional or par amounts.

113

The Group assesses whether the derivative designated in each hedging relationship is

expected to be effective in offsetting changes in cash flows of the hedged item using the

hypothetical derivative method.

In these hedge relationships, the main sources of ineffectiveness are:

—

the effect of the counterparty’s and the Group’s own credit risk on the fair value of the

swaps, which is not reflected in the change in the fair value of the hedged cash flows

attributable to the change in interest rates; and

—

differences in repricing dates between the swaps and the borrowings.

Exposure to interest rate risk

The interest rate profile of the Group’s interest-bearing financial instruments as reported

to management of the Group is as follows:

Carrying amount 2025 2024 EUR 1,000 EUR 1,000 Variable rate instruments Financial liabilities 7.347 10.796 Effect of interest rate swaps 78 122 7.425 10.918

Cash flow hedges

At 31 December 2025, the Group held a interest rate SWAP with respect to secured

bank loan. This SWAP was entered into to hedge the cash flow risk relating to the

variable cash flows from the variable interest rate. By means of this interest rate swap,

the variable 3-month EURIBOR has been hedged by a fixed at an interest rate of 3.17%

until January 1, 2028. The interest rate is therefore 6.92% fixed.

The hedged position is every quarter updated with the initial repayments of EUR 625 per

quarter. Since the repayment schedule has been adjusted in the third quarter 2025, the

hedged is slightly higher compared to the risk covered (2024: 100% effective).

The instruments used by the Group have a negative fair value of EUR 78 as per 31

December 2025 (2024: 122). The change in the fair value was fully recognised in OCI.

The maturity of the financial instruments ends in 2028. See note 14 for the movement

schedule.

114

22 Revenue

A. Revenue streams

The Group generates revenue primarily from the sale of climbing materials to its

customers. Other sources of revenue include inspection of climbing materials.

Total 2025 2024 EUR 1,000 EUR 1,000 Revenue from contracts 40.070 39.095 with customers Other revenue 62 54 Total revenue 40.132 39.149

B. Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by primary

geographical market and channels of revenue recognition.

2025 2024 In % of total In % of total Primary geographical markets Domestic 71% 67% Germany 6% 8% Belgium 12% 14% Other EU 10% 9% Non EU 1% 2% Total 100% 100%

For 2025 a new definition of revenue channels has been applied. The 2024 percentages have been

adjusted accordingly.

115

Revenue channels

Dealers / direct customers 71% 78% Own online platforms 26% 19% Third party online platforms 3% 3% Total 100% 100%

The revenue recognised by DeSteigerConcurent has been reported as own online

platform from February 2025. Before it was reported as Dealer.

116

C. Performance obligations and revenue recognition policies

Revenue is measured based on the consideration specified in a contract with a customer.

The Group recognises revenue when it transfers control over a good or service to a

customer.

The following table provides information about the nature and timing of the satisfaction

of performance obligations in contracts with customers, including significant payment

terms, and the related revenue recognition policies.

Type of product/ Nature and timing of satisfaction of Revenue recognition policies service performance obligations, including significant payment terms Sale of climbing Customers obtain control of products Revenue is recognised when the control is materials when the goods are dispatched from transferred to the customer. For contracts the Group’s warehouse. Invoices are that permit the customer to return an item, generated and revenue is recognised revenue is recognised to the extent that it at that point in time. Invoices are is highly probable that a significant usually payable within 30 days. In reversal in the amount of cumulative some cases, early payment is awarded revenue recognised will not occur. with an additional discount. Contracts permit the customer to return an item.Construction of The Group builds special products (such Revenue is recognised over time based custom-made special as custom-made bridges, staircases, on the cost-to-cost method. The related products etc) for customers based on their costs are recognised in profit or loss designs and on their requirements. when they are incurred. Each project commences on receipt of Advances received are included in 4a prepayment from a customer and its contract liabilities.length depends on the complexity of the design. However, projects usually do not extend beyond six months. Inspection services Invoices for inspection services are issued Revenue is recognised over time as the on a monthly basis and are usually services are provided. The stage of payable within 30 days. completion for determining the amount of revenue to recognise is assessed In general the services do not extend based on surveys of work performed. beyond one week.If the services under a single arrangement are rendered in different reporting periods, then the consideration is allocated based on their relative stand-alone selling prices. The stand-alone selling price is determined based on the list prices at which the Group sells the services in separate transactions.

As per yearend there were no contract assets and liabilities recognised.

117

23 Other expenses

2025 2024 EUR 1,000 EUR 1,000 Housing cost 418 931 Rental and maintenance cost of tools and machinery 219 197 Marketing and selling expenses 3.136 2.650 Cars and internal transport cost 378 348 General and administrative cost 1.848 1.338 5.999 5.464

General and administrative cost include audit cost of KPMG. Reference is made to note

50 of the Company only financial statements.

24 Employee benefit expenses

2025 2024 EUR 1,000 EUR 1,000 Wages and salaries 3.730 3.629 Social security contributions 650 647 Contributions to defined contribution plans 382 281 Board compensation 630 477 Other expenses incl. insourced indirect staff 1.349 1.281 Equity-settled share-based payments 80 17 6.821 6.332

During the 2025 financial year, the average number of staff employed by the Company,

converted into full-time equivalents, amounted to 71 people (2024: 71 people). All

employees were employed in the Netherlands at the following locations:

2025 2024 In FTE In FTE North (Krommenie) 43 45 Mid (Rotterdam) 3 1 South (Etten-Leur) 25 25 71 71

Commitments for contributions to defined-contribution pension plans are recognised as

an expense in the statement of profit or loss when they are due. The unpaid pension

premiums recognised in the statements of financial position amounts to EUR 84 (2024:

EUR 51).

118

25 Net finance costs

2025 2024 EUR 1,000 EUR 1,000 • Interest and similar income - 12 • Income from Interest Rate Swap - 51 • Change in fair value of contingent consideration 479 364 Total interest income arising from financial assets 479 427 Financial liabilities not measured at FVTPL – interest expense and similar cost 1.717 1.924 Financial liabilities measured at FVTPL – interest expense 157 169 Finance costs – other 1.874 2.093 Net finance costs recognised in profit or loss 1.395 1.666

26 Income taxes

Amounts recognised in profit or loss

2025 2024 EUR 1,000 EUR 1,000 Current tax expense Current year -376 -1.029 Changes in estimates related to prior years - - -376 -1.029 Deferred tax expense Origination and reversal of temporary differences 250 755 Change in tax rate - - Recognition of previously unrecognised tax losses - - Other items 250 755 Tax expense -126 -274

119

Amounts recognised in OCI

2025 2024 Before tax Tax Net of tax Before tax Tax Net of tax (expense) (expense) benefit benefit EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Items that will not be reclassified to profit or N/A N/A N/A N/A N/A N/A loss Items that are or may be reclassified subsequently to profit or loss Cash flow hedge reserves 78 - 78 122 - 122 78 - 78 122 - 122

Reconciliation of effective tax rate

2025 2024 % EUR 1,000 % EUR 1,000 Result before tax -568 916 Tax using the Company’s domestic tax -25,8% -147 25,8% 236 rate Effect of tax rates in foreign jurisdictions -2,5% -14 -0,7% -6 Reduction in tax rate - - - - Tax effect of: 69,8% 397 19,0% 174 • Non-deductible expenses 2,5% 14 -3.8% -35 • Step-up tax rate - - -0,5% -5 • Tax incentives -21,8% -124 -10,3% -94 • Non-taxable results Change in estimates related to prior years - - 0,4% 4 -22,2% 126 29,9% 274

120

Movement in deferred tax balances

2025 Net RecogniseNet Deferred Deferred balance at d in profit balance at tax assets tax 1 January or loss 31 liabilities December EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Property, plant and equipment -60 - -60 - -60 (including right-of-use assets) Intangible assets -1.548 250 -1.298 - -1.298 Loans and borrowings (including 31 - 31 31 - lease liabilities) Carry forward tax loss 392 - 392 392 - Tax assets (liabilities) before set--1.185 250 -935 off Set off of tax -423 423 Net tax assets (liabilities) - -935

2024 Net RecogniseNet Deferred Deferred balance at d in profit balance at tax assets tax 1 January or loss 31 liabilities December EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Property, plant and equipment -74 14 -60 - -60 (including right-of-use assets) Intangible assets -1.798 250 -1.548 - -1.548 Loans and borrowings (including 19 12 31 31 - lease liabilities) Carry forward tax loss 42 350 392 392 - Tax assets (liabilities) before set--1.811 626 -1.185 off Set off of tax -423 423 Net tax assets (liabilities) - -1.185

121

Unrecognised deferred tax assets

The Group has no unrecognised deferred tax assets.

Tax losses carried forward

Recognised tax losses carried forward expire as follows:

2025 Expiry date 2024 Expiry date EUR 1,000 EUR 1,000 Expire - - Never expire 2.054 2.054

The tax loss carried forward mainly relates to the fiscal unity of Alumexx NV and BV and van

den Heuvel Alu Products B.V. The loss carried forward amounts to EUR 2.054 (2024: 2.054).

Management continues to consider it probable that future taxable profits would be available

against which the tax losses can be recovered and, therefore, the related deferred tax asset

can be realised.

Fiscal unity

Alumexx N.V. is the head of the fiscal unity for income taxes. As per 1 January 2025 the fiscal

unity consists of the companies Alumexx N.V., Alumexx B.V., van den Heuvel Alu Products

B.V., T & C Europe B.V. and Connecting, Constructie- en Technische Handelsonderneming

B.V.

27 Earnings per share

Basic earnings per share

The calculation of basic earnings per share (‘EPS’) has been based on the following profit

attributable to ordinary shareholders and weighted-average number of ordinary shares

outstanding.

Profit (loss) attributable to ordinary shareholders (basic)

2025 2024 EUR 1,000 EUR 1,000 Profit (loss) attributable to ordinary shareholders -694 642

122

Weighted-average number of ordinary shares (basic) 2025 2024 x 1,000 x 1,000 Issued ordinary shares at 1 January 14.846 14.846 Effect of treasury shares held - - Effect of share options exercised - - Effect of shares issued related to a business combination - - Weighted average number of ordinary shares at 31 December 14.846 14.846

Diluted earnings per share

The calculation of diluted earnings per share (‘EPS’) has been based on the following profit

attributable to ordinary shareholders and weighted-average number of ordinary shares

outstanding after adjustment for the effects of all dilutive potential ordinary shares.

Profit (loss) attributable to ordinary shareholders (diluted)

2025 2024 EUR 1,000 EUR 1,000 Profit/(loss) attributable to ordinary shareholders (diluted) -694 642

At 31 December 2025, 393.530 options (2024: 420.000) were excluded from the diluted

weighted-average number of ordinary shares calculation as their effect would have been anti-

dilutive.

The average market value of the Company’s shares for the purpose of calculating the dilutive

effect of share options was based on quoted market prices for the year during which the options

were outstanding.

28 Earnings before interest, tax, depreciation and amortisation

(EBITDA)

Management has presented the performance measure EBITDA because it monitors this

performance measure at a consolidated level and it believes that this measure is relevant to

an understanding of the Group’s financial performance. EBITDA represents an indication of

the operating cash flow. EBITDA is also a key measure used for covenant reporting.

EBITDA is calculated by increasing operating profit with depreciation, amortisation, and

impairment losses/reversals related to goodwill, intangible assets, property, plant and

equipment.

EBITDA is not a defined performance measure in IFRS. The Group’s definition of EBITDA may

not be comparable with similarly titled performance measures and disclosures by other entities.

123

Reconciliation of EBITDA to operating profit

2025 2024 EUR 1,000 EUR 1,000 Operating profit827 2.582 Adjustments for: • Depreciation 2.371 2.105 • Amortisation 1.095 1.088 EBITDA 4.293 5.775

EBITDA decreased compared to last year mainly due to increased employee related expenses

and audit cost.

29 Leases

Leases as lessee

The Group leases several warehouses, factory facilities, production and transport equipment.

The leases typically run for a period of five - seven years, with an option to renew the lease

after that date.

The warehouse, factory, production and transport leases were entered into as per 1 April 2023

when ASC Group and Euroscaffold were acquired as combined leases of land and buildings.

The Group leases IT and office equipment with contract terms of one to three years. These

leases are short-term and/or leases of low-value items. The Group has elected not to recognise

right-of-use assets and lease liabilities for these leases.

Information about leases for which the Group is a lessee is presented below.

124

Right-of-use assets

Right of use assets are presented as a separate line item in the financial statements and not

presented as property, plant and equipment.

Land and Production Transport Total buildings equipment equipment 2025 Balance at 1 January 3.837 570 910 5.317 Depreciation charge for the year -1.337 -170 -310 -1.817 Acquisition through business combinations 94 - - 94 Additions to right-of-use assets 271 - 220 491 Derecognition of right-of-use assets - - -76 -76 Reassessment of existing contracts 75 - - 75 Other movements - -2 -2 Balance at 31 December 2.940 398 744 4.082

Land and Production Transport Total buildings equipment equipment 2024 Balance at 1 January 4.302 729 1.115 6.146 Depreciation charge for the year -1.062 -170 -298 -1.530 5Additions to right-of-use assets597 11 93 701 Derecognition of right-of-use assets - - - - Balance at 31 December 3.837 570 910 5.317

Amounts recognised in profit or loss

2025 2024 EUR 1,000 EUR 1,000 Interest on lease liabilities 343 477 Real estate expenses relating to short-term leases and leases of low-value assets 38 307 Other expenses relating to short-term leases and leases of low-value assets - 7

Amounts recognised in statement of cash flows

2025 2024 EUR 1,000 EUR 1,000 Total cash outflow for leases 2.111 2.056

There has been a reclassification of assets between Land and buildings and Production equipment amounting

to EU 264

125

Extension options

For most assets, except for the rental of buildings, no extension options are available or are

not used because the initial contract term is in line with the economic life.

For the buildings which the Group is renting, substantially all rental contracts have a five year

extension option. These five years can subsequently be extended by another five year without

an ultimate lease end date. The extension can be cancelled by the lessor and lessee with a

notice period of one year.

The majority of the current lease contracts ends at 31 March 2028.

Every extension option will be evaluated individually. Based on the (market) circumstances at

that time decisions will be made with regard to the extension options.

Based on the lease contracts in place and based on current lease prices, a one-year extension

will have a financial impact of EUR 1.8 million per year.

30 Non-controlling interests

In 2025 the Group established DeSteigerConcurrent B.V. and holds 51% of the voting shares.

The remaining 49% is with non-controlling shareholders. The following table summarises the

information relating to the Group’s NCI, before any intra-group eliminations.

2025 Non-current assets 363 Current assets 232 Non-current liabilities -179 Current liabilties -341 Net assets 75 6Net Assets attributable to NCI (49%) -16Revenu 3.429 Profit -33 OCI - Total comprehensive income -33 Profit allocated to NCI (49%) -16 Cash flows from operating activities 85 Cash flows from investment activities -31 Cash flows from financing activities 15 Net increase in cash and cash equivalents 69

Alumexx NV contributed an amount of EUR 107 as Agio in the net assets of DeSteigerConcurrent BV

126

31 Commitments

During 2025, the Group entered into a contract to purchase minimum tonnes of raw materials.

Of this contract the open position as per 31 December 2025 amounted to EUR 2.3 million. For

these contracts the own use exemption is applied.

32 Contingent assets and liabilities

Connecting, Constructie- en Technische Handelsonderming B.V. (hereafter: CCTH) has

receivables on a counterparty amounting to EUR 106. The credit risk on this receivable is high

and therefore it is already provided for in the past. CCTH started a debt collection procedure

to collect the outstanding amount. Based on legal advice and to strengthen its case, CCTH

purchased in 2024 from related parties receivables with a nominal value amounting to EUR

630 for a symbolic amount.

As per reporting date the valuation of these receivables in the financial statements is EUR nil.

Based on legal advice CCTH considers it possible that the outcome of the collection procedure

may be positive, to a certain extend. Depending on the outcome of the collection procedure

further actions will be considered.

In 2026 parties reached mutual agreement in this case. As a result of the agreement the

amount of EUR 106 will be received and the receivables of 630 has been waived.(see note

34).

As per balance sheet date there were no lawsuits or other contingent liabilities.

33 Related parties

Transactions with key management personnel

Key management personnel compensation

Key management personnel compensation comprised the following:

2025 2024 CEO CFO Total CEO CFO Total EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Short-term employee 300 225 525 300 112 412 benefits Cost compensation 60 45 105 60 23 83 Long-term benefits - - - - - - Termination benefits - - - - - - Share-based payments 17 14 31 4 3 7 377 284 661 364 138 502

During the Annual General Meeting the Management Board held in 2025 was extended with a

new position. Mr. Hakvoort has been appointed CFO starting from 1 July 2024 for a period of

4 years. From 1 January 2024 until 30 June 2024 Mr. Hakvoort was engaged as financial

127

consultant. The cost relating to the consulting services are recognised and not included in the

table above.

The Management Board receives no short-term or longer term bonusses.

The Management Board has no pension rights or post-employment benefits.

The remuneration also includes employee options granted (refer to note 18) Management

Board amounting to EUR 31 (2024: 7).

The Supervisory Board members received the following compensation 2025 2024 Mr. den Mr. Vrielink Ms. Mr. den Mr. Vrielink Ms. Bezemer Bezemer van Lier van Lier EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Compensation 24 20 20 24 20 20

During the Annual General Meeting the Supervisory Board was extended with a new position.

Vanessa van Lier has been appointed Supervisory Board member starting from 1 July 2024

for a period of 4 years. From 1 January 2024 until 30 June 2024 Ms. van Lier was candidate

Supervisory Board member. The remuneration includes the candidate period.

The Supervisory Board receives no other renumeration except for compensation of out-of-

pocket expenses.

The Supervisory Board is not entitled to the Stock Option Plan.

No loans, advances and guarantees have been granted by the Company to the Key employees

Key management personnel transactions

Mr. van den Heuvel, the CEO of the Company controls 25% of the voting shares of the

Company.

Mr. van den Heuvel hold positions in other companies that result having control or significant

influence over these companies. A number of these companies transacted with the Group

during the year. The terms and conditions of these transactions were no more favourable than

those available, or which might reasonably be expected to be available, in similar transactions

with non-key management personnel related companies on an arm’s length basis.

Mr. Hakvoort, the CFO of the Company holds no shares in the Company.

The aggregate value of transactions and outstanding balances related to key management

personnel and entities over which they have control or significant influence were as follows.

128

Transaction values for Balance outstanding the as at 31 December year ended 31 December 2025 2024 2025 2024 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Positive = revenue Positive = receivable A-Colibus Holding B.V. ( owning all real estate (i), -15 -604 - 60 companies , HZW Constructions BV and Cavel 7(ii) -87 -124 80 -3 Holding ) and Alu werknemersparticipatie B.V. (viii) - - -406 - (ix) -75 -150 -228 -416 J. van den Heuvel (in private), v.d. Heuvel Alu (ii) -683 -611 187 171 Onroerend Goed I B.V. - v.d. Heuvel Alu 8Onroerend Goed VI B.V.ASC Cleanrooms B.V. (iii) -21 -27 - - ASC Rent ( Rotterdam) B.V. (iv) 60 122 10 4 Algarclimbers Lda Portugal (iv) 130 101 - 24 Allworx B.V. (v) -522 -753 -20 -127 Allworx BVBA België (v) - - - -53 ASC Products B.V. (v) - -542 - - ASC Management B.V. (i) -345 -300 - -30 Cavel Holding B.V. ( holding hospitality ; The (vi) -8 -14 - - Mayor , De Hoge Neer , Scandalbar , Marktzicht en Den Ouwe Brug ) HZW Constructions B.V. (vii) -360 -383 -7 -38 Quick Rentals ( XXL ) (iv) - 4 - - 4Square Management Services B.V. (i) -270 -135 -27 -27 (viii) - - -102 -

(i) Management fee

(ii) Rental of real estate

(iii) Building & construction services

(iv) Purchase of climbing products

(v) Hiring temporary workers

(vi) Catering and hospitality

(vii) Leasing & maintenance of cars and trucks

(viii) Loan with warrants attached

(ix) Earn-out

Including earn-out payment

Including deposit paid to related party regarding rental

129

Other related party transactions

As other related parties are identified the selling shareholders of Euroscaffold; Mr. F. van der

Weide and Mr. M. Hakvoort. Both are board members of Alumexx B.V., which is the managing

director of all other subsidiaries of the Group.

Mr. van der Weide and Mr. Hakvoort control both 12.5% of the voting shares of the Company

each.

Mr. van der Weide and Mr. Hakvoort hold positions in other companies that result in them

having control or significant influence over these companies. A number of these companies

transacted with the Group during the year. The terms and conditions of these transactions were

no more favourable than those available, or which might reasonably be expected to be

available, in similar transactions with non-key management personnel related companies on an

arm’s length basis.

The aggregate value of transactions and outstanding balances related to key management

personnel and entities over which they have control or significant influence were as follows.

Transaction Transaction values for the Balance outstanding year ended 31 December as at 31 December 2025 2024 2025 2024 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Positive = revenu Positive = receivable Management Support B.V. (i) -210 -210 - - (iii) - - -203 - JRL B.V. (i) -266 -270 - - (iii) - - -203 - 9Noordervaartdijk 15 B.V.(ii) -617 -558 82 367 (iv) -180 -360 -548 -998 Crazy Duck BV (iii) - - -1.523 -

(i) Management fee less cost surcharged

(ii) Rental of real estate

(iii) Loan with warrants attached

(iv) Earn-out

Including earn-out payment and deposit paid to related party regarding rental

130

Warrants

The following related parties participated in the loan with warrants attached. The number of

outstanding warrants is as follows:

Number of warrants outstanding 2025 2024 x 1 warrant x 1 warrant A-Colibus Holding B.V. 100.000 - 4Square Management Services B.V. 25.000 - Management Support B.V. 50.000 - JRL B.V. 50.000 - Crazy Duck BV 375.000 -

34 Subsequent events

Almar Yachts

Last year a contingent asset was reported in connection with receivables on a counterpart

amounting to EUR 106K. The credit risk on this receivable was high and therefore it was

already provided for. CCTH started a debt collection procedure to collect the outstanding

amount. Based on legal advice and to strengthen its case, CCTH purchased in 2024 from

related parties receivables with a nominal value amounting to EUR 630 for a symbolic amount.

In 2026 parties reached mutual agreement in this case. As a result of the agreement the

amount of EUR 106 will be received and the receivables of 630 has been waived.

FlexTable B.V.

On 31 March 2026 Alumexx N.V. acquired all shares and obtained control of FlexTable B.V.

The acquisition was concluded cash and debt free.

The main assets acquired are inventory, which are immediately ready for sale and the

corresponding web shop. In addition, a patent has been acquired which can be used by the

Group to level products on uneven surface easily.

The purchase price consisted of:

• Payment in cash amounting to EUR125

• 100.000 ordinary shares

• 50.000 Shares A with a lock-up period of twelve months.

131

Alumexx N.V. Company only report

132

Separate statement of financial position as at

31 December 2025

(Before appropriation of result)

2025

2024

Note

EUR 1,000

Fixed assets

Financial fixed assets

31.337

29.582

Total fixed assets

31.337

29.582

Current assets

Trade and other receivables

2.456

2.963

Cash and cash equivalents

559

Total current assets

3.015

2.965

Total assets

34.352

32.547

Shareholders’ equity

Issued share capital

1.484

Share premium

20.435

Hedging reserve

-78

-122

Other reserves

-16.185

-17.539

Unappropriated result

-678

642

4.978

4.900

Non-current liabilities

18.741

17.411

Current liabilities

10.633

10.236

Total equity and liabilities

34.352

32.547

The notes are an integral part of these separate financial statements.

133

Separate profit and loss account 2025

2025

2024

Note

EUR

1,000

EUR 1,000

Other expenses

1.315

345

Total operating expenses

1.315

345

Operating result

-1.315

-345

Interest income and similar income

479

540

Interest expenses and similar charges

-1.398

-1.735

-919

-1.195

Result before tax

-2.234

-1.540

Tax on result

-92

339

Share of result from participating

interests

1.648

1.843

Result after tax

-678

642

The notes are an integral part of these separate financial statements.

134

Notes to the separate financial statements for the year

ended 31 December 2025

35 General

These separate financial statements and the consolidated financial statements together

constitute the statutory financial statements of Alumexx N.V. (hereafter: ‘the Company’). The

financial information of the Company is included in the Company’s consolidated financial

statements, as presented on pages 56 to 130.

36 Basis of preparation

These separate financial statements have been prepared in accordance with Title 9, Book 2

of the Dutch Civil Code. For setting the principles for the recognition and measurement of

assets and liabilities and determination of results for its separate financial statements, the

Company makes use of the option provided in section 2:362(8) of the Dutch Civil Code. This

means that the principles for the recognition and measurement of assets and liabilities and

determination of the result (hereinafter referred to as principles for recognition and

measurement) of the separate financial statements of the Company are the same as those

applied for the consolidated EU-IFRS financial statements. These principles also include the

classification and presentation of financial instruments, being equity instruments or financial

liabilities. In case no other principles are mentioned, refer to the accounting principles as

described in the consolidated financial statements. For an appropriate interpretation of these

statutory financial statements, the separate financial statements should be read in conjunction

with the consolidated financial statements.

Information on the use of financial instruments and on related risks for the Company is provided

in the notes to the consolidated financial statements of the Company.

All amounts in the company financial statements are presented in EUR thousand, unless stated

otherwise.

Participating interests in group companies

Group companies are all entities in which the Company has directly or indirectly control. The

Company controls an entity when it is exposed, or has rights, to variable returns from its

involvement with the group company and has the ability to affect those returns through its

power over the group company. Group companies are recognised from the date on which

control is obtained by the Company and derecognised from the date that control by the

Company over the group company ceases. Participating interests in group companies are

accounted for in the separate financial statements according to the equity method, with the

principles for the recognition and measurement of assets and liabilities and determination of

results as set out in the notes to the consolidated financial statements.

Participating interests with a negative net asset value are valued at nil. This measurement also

covers any receivables provided to the participating interests that are, in substance, an

extension of the net investment. In particular, this relates to loans for which settlement is

neither planned nor likely to occur in the foreseeable future. A share in the profits of the

participating interest in subsequent years will only be recognised if and to the extent that the

cumulative unrecognised share of loss has been absorbed. If the Company fully or partially

guarantees the debts of the relevant participating interest, or if has the constructive obligation

to enable the participating interest to pay its debts (for its share therein), then a provision is

recognised accordingly to the amount of the estimated payments by the Company on behalf

of the participating interest.

135

Share of result of participating interests

The share in the result of participating interests consists of the share of the Company in the

result of these participating interests. Results on transactions involving the transfer of assets

and liabilities between the Company and its participating interests and mutually between

participating interests themselves, are eliminated to the extent that they can be considered as

not realised.

The Company makes use of the option to eliminate intragroup expected credit losses against

the book value of loans and receivables from the Company to participating interests, instead

of elimination against the equity value / net asset value of the participating interests.

Corporate income tax

The Company is the head of the fiscal unity. The Company recognises the portion of corporate

income tax that it would owe as an independent taxpayer, taking into account the allocation of

the advantages of the fiscal unity.

Settlement within the fiscal unity between the Company and its subsidiaries takes place

through current account positions.

37 Financial fixed assets

2025

2024

EUR 1,000

Participating interests in group companies

30.957

29.202

Deferred tax assets

380

31.337

29.582

136

Movements in financial fixed assets were as follows:

Participating

interests in

group

companies

Deferred tax

assets

Total

EUR

1,000

EUR

1,000

EUR

1,000

Balance at 1 January 2025:

29.202

380

29.582

Changes during the financial year:

• Addition of carry forward losses

• Investments

107

• Divestments

• Provisions on receivables

• Share in result of participating

interests

1.648

• Other movements

Total changes

1.755

Balance at 31 December 2025:

30.957

380

31.337

137

The investment relates to the establishment of DeSteigerConcurrent B.V. in 2025.

The Company, Etten-Leur, is the holding company and has the following consolidated financial

interests:

Name of subsidiary Country Ownership

2025

Ownership

2024

Alumexx B.V. Netherlands 100% 100%

Lado Klimmaterialen B.V. Netherlands 100% 100%

v/d Heuvel Alu Products B.V. Netherlands 100% 100%

A.S.C. Special Products B.V. Netherlands 100% 100%

A.S.C. International B.V. Netherlands 100% 100%

ASC Deutschland GmbH* Germany 100% 100%

Aluminum Scaffolding Company LLC* USA 100% 100%

T & C Europe B.V. Netherlands 100% 100%

Steigerverkoop.nl B.V. Netherlands 100% 100%

Connecting, Constructie-

en Technische

Handelsonderneming B.V.*

Netherlands 100% 100%

DeSteigerConcurrent B.V. Netherlands 51% N/A

With regard to T&C Europe, Connecting, Constructie- en Technische Handelsonderneming

B.V.and v/d Heuvel Alu Products B.V. liability statements have been issued in accordance with

article 403 Dutch Civil Code (Burgerlijk Wetboek, BW, title 9)

Subsidiaries marked with * are indirect subsidiaries. All others are direct shareholdings.

38 Trade and other receivables

2025

2024

EUR 1,000

From group companies

1.773

2.963

Other receivables

683

2.456

2.963

All receivables have an estimated maturity shorter than one year.

The carrying values of the recorded receivables are a reasonable approximation of their

respective fair values, given the short maturities of the positions.

138

A provision for doubtful debts amounting to EUR 0 (2024: EUR 28) was recognised during the

financial year.

Information about the Company’s exposure to credit and market risks, and impairment losses

for trade and other receivables is included in note 21.

39 Cash and cash equivalents

2025

2024

EUR

Positive balances on bank accounts

559

The cash and cash equivalents balance are immediately accessible.

139

40 Shareholders’ equity

Reconciliation of movements in capital and reserves

Issued

capital

premium

Hedging

reserve

Other reserves

Undistributed

result

Total

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

EUR

1,000

Balance at 1 January 2024

Note

1.484

20.435

-103

-17.793

216

4.239

Changes in financial year 2024:

•

Issued ordinary shares

• Share-based payments

• Appropriation of result

216

-216

• Result for the year

642

• Hedging reserve – changes in fair value

-19

• Other movements

Balance at 31 December 2024

1.484

20.435

-122

-17.539

642

4.900

Changes in financial year 2025:

• Issued ordinary shares

• Share-based payments

• Issue of warrants

628

• Appropriation of result

642

-642

• Result for the year

-678

• Hedging reserve – changes in fair value

• Other movements

Balance at 31 December 2025:

1.484

20.435

-78

-16.185

-678

4.978

140

Share capital and share premium

Ordinary shares

2025

2024

In issue at 1 January

14.845.515

Issued for cash

Issued in business combination

In issue at 31 December – fully paid

14.845.515

Issued – par value EUR ‘000

1.484

The Company also has issued share options (see note 18).

Ordinary shares and cumulative preference shares

The Company’s authorised capital, amounting to EUR 4.400 (2024: EUR 4.400),

consists of 17.999.990 shares A (shares with voting rights), 10 preference shares

(redeemable cumulative preference shares, with one voting right each) of and

26.000.000 ordinary shares of EUR 0,10 each, of which 7.600.000 shares A, 9

cumulative preference shares and 7.245.515 ordinary shares have been issued. In 2025

no shares were issued.

The cumulative preference shares are entitled to priority rights to part of the distributable

profit.

In 2025, 250.000 shares A were converted into ordinary shares.

Share premium

The share premium concerns the income from the issuing of shares in so far as this

exceeds the nominal value of the shares (above par income).

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the

fair value of cash flow hedging instruments related to hedged transactions that have not

yet occurred. No other legal reserves have been identified.

141

Unappropriated result

Appropriation of result of 2024

The financial statements for the reporting year 2024 have been adopted by the General

Meeting on 10 July 2025. The General Meeting has adopted the appropriation of profit

after tax for the reporting year 2024 as proposed by the Board of Management.

Proposal for profit appropriation 2025

The Board of Management proposes, with consent of the Supervisory Board, to the

General Meeting to appropriate the result after tax for 2025 as follows: to deduct the full

amount of EUR 678 from other reserves.

The Company can only make payments to the shareholders and other parties entitled to

the distributable profit in so far as the shareholders’ equity exceeds the paid-up and

called-up part of the capital plus the legal reserves and statutory reserves under the

articles of association to be maintained.

41 Non-current liabilities

Cumu-

lative

preference

Bank loan

Con-

tingent

consider-

ation

Loan with

warrants

attached

2025

2024

EUR 1,000

Balance at 1 January

7.956

10.796

1.414

20.166

22.927

New issued loans

4.122

Repayment

-3.466

-255

-3.721

-3.010

Addition of cum dividend

432

Change in fair value

-479

-364

Accretion of interest

107

111

235

181

Other movement

-11

Balance at 31 December

8.388

7.347

776

4.233

20.744

20.166

Non-current

8.388

5.947

648

3.758

18.741

17.411

Current

1.400

128

475

2.003

2.755

Balance at 31 December

8.388

7.347

776

4.233

20.744

20.166

For an explanation on the non-current liabilities reference is made to note 16 of the

consolidated financial statements.

142

42 Current liabilities

2025

2024

EUR 1,000

Current part of non-current liabilities

2.003

2.755

To suppliers and trade creditors

223

To group companies

8.337

5.655

Bank overdraft

1.467

Derivative at fair value

122

Other liabilities

128

10.633

10.236

43 Financial instruments

General

The Company has exposure to the following risks from its use of financial instruments:

— Credit risk.

— Liquidity risk.

— Market risk.

In the notes to the consolidated financial statements information is included about the

Group’s exposure to each of the above risks, the Group’s objectives, policies and

processes for measuring and managing risk, and the Group’s management of capital.

These risks, objectives, policies and processes for measuring and managing risk, and

the management of capital apply also to the separate financial statements of Alumexx

N.V.

Fair value

The fair values of most of the financial instruments recognised on the statement of

financial position, including accounts receivable, cash at bank and in hand and current

liabilities, is approximately equal to their carrying amounts.

143

44 Off-balance sheet assets and liabilities

Fiscal unity

Together with its subsidiaries Alumexx B.V. and vd Heuvel Alu Products B.V., the

Company forms a fiscal unity for corporate income tax purposes; the standard conditions

stipulate that each of the companies is liable for the tax payable by all companies

belonging to the fiscal unity.

45 Other expenses

Other expenses include mainly management fee of the Management Board,

remuneration of the Supervisory Board and cost related to audit and advisory.

The Company had no employees in 2025 and 2024.

46 Interest income and similar income

2025

2024

EUR

Loans to participating interests

- 124

Interest settlement derivative financial instrument

- 52

Change in fair value for instruments measured at fair value

479 364

479

540

47 Interest expenses and similar charges

2025

2024

EUR

Bank loan

584

896

Cumulative preferences shares

432

Loans to participating interests

153

Interest settlement derivative financial instrument

Accretion of fair value contingent liability

168

Interest on loan with warrants attached

111

Credit and commitment fees

115

1.398

1.735

144

48 Tax on result

The major components of the tax charge are as follows:

2025

2024

EUR 1,000

Current tax expense

Current year

Changes in estimates related to prior years

Deferred tax expense

Recognition of tax losses

-339

Change in tax rate

Recognition of previously unrecognised tax losses

-339

Tax expense

-339

Future tax profits can be compensated with deductible tax losses from prior year(s) for

an amount of EUR 1.963 (2024: EUR 1.963). Prior year(s) deductible tax losses have

been capitalised for an amount of EUR 492 (2024: EUR 492), refer to note 26 Income

taxes.

The tax expense recognised in the profit and loss account for 2025 amounts to EUR 92,

or 15,7% of the result before tax (2024: 28,5%).

The Company is head of the fiscal unity that exists for Dutch corporate income tax

purposes. Settlement within the fiscal unity between the Company and its subsidiaries

takes place through current account positions.

The effective tax rate in 2025 deviates compared to the Dutch statutory tax rate of 25,8%,

mainly due to results relating to participations The numerical reconciliation between the

applicable and the effective tax rate is as follows:

145

2025

2024

EUR

Result before tax

-2.234

-1.040

Income tax using the applicable tax rate in the Netherlands

-576

-268

Tax effect of:

•

Results under the participation exemption

792

-135

•

Non-deductible expenses

172

•

Tax incentives

-5

•

Non-taxable results

-124

-94

Other

-4

-9

Tax expense 92 -339

49 Share in results from participating interests after tax

An amount of EUR 1.648 (2024: EUR 1.843) of share in results from participating

interests relates to group companies.

50 Auditor’s fees

The following fees were charged by KPMG Accountants N.V. to the company, its

subsidiaries and other consolidated companies, as referred to in Section 2:382a (1) and

(2) of the Dutch Civil Code for the period.

KPMG Accountants N.V.

Other

KPMG

network

Total

KPMG

Total

KPMG

Recurring

Non-

recurring

2025

2024

EUR 1,000

Audit of the financial statements

700

825

Other audit engagements

Tax-related advisory services

Other non-audit services

700

825

146

The recurring cost of the audit relates to the audit procedures performed in connection

with the audit of the financial statements 2025. The cost recognized in the financial

statements 2025 amounts to EUR 835. The amount consists of EUR 535 relating to

services provided in 2025 in connection with the 2024 financial statement audit and

EUR 300 relating to services provided in 2025 in connection with the 2025 financial

statement audit.

In 2024 the audit cost included EUR 295 non-recurring cost relates to the onboarding

process of KPMG and the audit of the Purchase Price Allocation in connection with the

acquisition of Euroscaffold and ASC Group. In 2025 the audit cost include non-

recurring cost for around EUR 45 related to new acquisitions, refinancing and required

audit procedures in relation to the implementation of the VOR as from 2025.

The fees mentioned in the table for the audit of the financial statements are related to

the work performed in relation to the reporting period by the external auditor. An

amount of EUR 300 (2024: EUR 290) has been charged to the profit and loss account

for the work performed in the calendar year 2025.

KPMG Accountants N.V. did not provide any other services in addition to the statutory

audit of the financial statements.

51 Related parties

Other related party transactions

For an overview of the related party transactions reference is made to note 33.

52 Subsequent event

Regarding the subsequent event as at the date of this Annual Report reference is made

to the Subsequent event paragraph (note 34) in the Notes to the consolidated financial

statements.

53 Remuneration of Supervisory board and Board of directors

The emoluments, including pension costs as referred to in Section 2:383(1) of the Dutch

Civil Code, charged in the financial year to the Company and its subsidiaries are

disclosed in note 33.

Etten-Leur, April 28, 2026

The Management Board: The Supervisory Board:

J. van den Heuvel B.A. den Bezemer

H.L. Hakvoort E. Vrielink

V.A.I. van Lier

147

Other information

Provisions in the Articles of Association governing the profit

appropriation

Under article 39 of the Company’s Articles of Association, the profit is at the disposal of the

General Meeting, which can allocate said profit either wholly or partly to the formation of – or

addition to – one or more general or special reserve funds.

In accordance with article 39.2 of the Company’s Articles of Association the interest on

redeemable cumulative preference shares is accrued as liability in the balance sheet in case

profits are not sufficient. Reference is made to note 16 of the consolidated financial statements.

Non-voting shares and shares with/without limited profit-sharing

rights

The Company has no non-voting shares.

Moreover, the Company has cumulative redeemable preference shares that do not give right

to a share in the distributable profits and reserves. These cumulative redeemable preference

shares give rise to a 6% interest (not compounding) on the nominal value of the preference

shares.

Auditor’s report of the independent auditor

The auditor’s report with respect to the consolidated financial statements is set out on pages

148 through 158. The auditor’s report with respect to the separate financial statements is set

out on the next pages.

148

Independent auditor's report

To: the General Meeting of Shareholders and the Supervisory Board of Alumexx N.V.

Report on the audit of the financial statements 2025 included in the annual

report

• Our opinion

In our opinion:

the accompanying consolidated financial statements give a true and fair view of the financial

position of Alumexx N.V. as at 31 December 2025 and of its result and its cash flows for

the year then ended, in accordance with IFRS Accounting Standards as endorsed by the

European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code;

the accompanying company financial statements give a true and fair view of the financial

position of Alumexx N.V. as at 31 December 2025 and of its result for the year then

ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

• What we have audited

We have audited the financial statements 2025 of Alumexx N.V. based in Etten-Leur.

The financial statements include the consolidated financial statements and the company

financial statements.

The consolidated financial statements comprise:

the consolidated statement of financial position as at 31 December 2025;

the following consolidated statements for 2025: the profit or loss statement including the

statement of comprehensive income, changes in equity and cash flows; and

the notes comprising material accounting policy information and other explanatory

information.

The company financial statements comprise:

1 the separate statement of financial position as at 31 December 2025;

the separate profit and loss account for 2025; and

the notes comprising a summary of the accounting policies and other explanatory

information.

149

• Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on

Auditing. Our responsibilities under those standards are further described in the ‘Our

responsibilities for the audit of the financial statements’ section of our report.

We are independent of Alumexx N.V. in accordance with the ‘Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for

Professional Accountants, a regulation with respect to independence) and other relevant

independence regulations in the Netherlands. Furthermore, we have complied with the

‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

We designed our audit procedures in the context of our audit of the financial statements as a

whole and in forming our opinion thereon. The information in respect of going concern, fraud

and non-compliance with laws and regulations, climate and the key audit matters was

addressed in this context, and we do not provide a separate opinion or conclusion on these

matters.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Information in support of our opinion

• Summary

Materiality

1. Materiality of EUR 280,000

2. 0.65% of revenue

Group audit

3. Performed substantive procedures for 91% of total assets

4. Performed substantive procedures for 90% of revenue

Risk of material misstatements related to Fraud, NOCLAR, Going concern and

Climate risks

5. Fraud risks: presumed risk of management override of controls, presumed risk of

revenue recognition, fraud risk on improper payments and fraud risk on related party

transactions identified and further described in the section ‘Audit response to the risk of

fraud and non-compliance with laws and regulations’.

6. Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of

material misstatements related to NOCLAR risks identified.

7. Going concern risks: no going concern risks identified.

8. Climate risks: We have considered the impact of climate-related risks on the financial

statements and described our approach and observations in the section ‘Audit

response to climate-related risks’.

• Materiality

Based on our professional judgement we determined the materiality for the financial

statements as a whole at EUR 280,000 (2024: EUR 280,000). The materiality is determined

with reference to revenue (0.65%). We consider revenue as the most appropriate benchmark

because of the relevance to stakeholders. Next to that revenue provides insight in the extent

150

and performance of Alumexx N.V. We also considered EBITDA as a possible benchmark,

however less suitable due to volatility.

We have also taken into account misstatements and/or possible misstatements that in our

opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatements identified during our audit in

excess of EUR 11,000 would be reported to them, as well as smaller misstatements that in

our view must be reported on qualitative grounds.

• Scope of the group audit

Alumexx N.V. is at the head of a group of components (hereafter ‘Group’). The financial

information of this group is included in the financial statements of Alumexx N.V.

We performed risk assessment procedures throughout our audit to determine which of the

Group’s components are likely to include risks of material misstatement to the Group

financial statements. To appropriately respond to those assessed risks, we planned and

performed further audit procedures, either at component level or centrally. We as group

auditor performed the audit procedures at both central and component level. We set

component performance materiality levels considering the component’s size and risk profile.

We have performed substantive procedures for 90% of Group revenue (2024: 97%) and 91%

of Group total assets (2024: 89%). At group level, we assessed the aggregation risk in the

remaining financial information and concluded that there is less than reasonable possibility of

a material misstatement.

We consider that the scope of our group audit forms an appropriate basis for our audit

opinion. Through performing the procedures mentioned above we obtained sufficient and

appropriate audit evidence about the Group’s financial information to provide an opinion on

the financial statements as a whole.

• Audit response to the risk of fraud and non-compliance with laws and

regulations

In chapter 5.9 Legal and compliance risks in the annual report, the Management Board

describes its procedures in respect of the risk of fraud and non-compliance with laws and

regulations and the Supervisory Board reflects on this.

As part of our audit, we have gained insights into the Alumexx N.V. Group and its business

environment and the Group’s risk management in relation to fraud and non-compliance.

Our procedures included, among other things, assessing the Company’s code of conduct

and procedures on the whistleblower policy. Furthermore, we performed relevant inquiries

with management and those charged with governance and included correspondence with

relevant regulators such as the ‘Autoriteit Financiële Markten’ in our evaluation.

We have also incorporated elements of unpredictability in our audit by selecting additional

marketing expense transactions and reconciling these to underlying contracts (such as

television advertising and event sponsorships), in order to assess whether such expenses

were in line with the entity’s business practices.

As a result from our risk assessment, we identified the following laws and regulations as

those most likely to have a material effect on the financial statements in case of non-

compliance:

• Compliance with the Financial Supervision act (‘WFT’) and Euronext and other listing

regulations.

• Anti-bribery and corruption laws and regulations.

• Data privacy legislation.

151

Our procedures did not result in the identification of a reportable risk of material

misstatement in respect of non-compliance with laws and regulations. Based on the above

and on the auditing standards, we identified the following fraud risks that are relevant to our

audit, including the relevant presumed risks laid down in the auditing standards, and

responded as follows:

Management override of controls (a presumed risk)

• Risk:

• Management is in an unique position to manipulate accounting records and prepare

fraudulent financial statements by overriding controls that otherwise appear to be

operating effectively.

• Responses:

• We evaluated the design and the implementation of internal controls that mitigate fraud

risks, such as processes related to journal entries.

• As part of the fraud risk assessment, we performed a data analysis of the journal entries

population to determine if high-risk criteria (e.g. non-routine credit entries to sales and

expense accounts) for testing applies and evaluated relevant estimates and judgments,

such as the contingent consideration, for bias by the Company’s management. Where we

identified instances of unexpected journal entries or other risks through our data analysis,

we performed additional audit procedures to address each identified risk, including

testing of transactions back to source information.

• We identified and selected journal entries and other adjustments made at the end of the

reporting period for testing.

Revenue recognition (a presumed risk)

• Risk:

• We identified a fraud risk in relation to the recognition of revenue. This risk inherently

includes the fraud risk that management deliberately overstates revenue, throughout the

period, as management has the opportunity and may feel pressure to achieve planned

results.

• Responses:

• We evaluated the design and the implementation of internal controls related to the

revenue process.

• We performed substantive audit procedures such as data analysis and sampling

techniques throughout the period of revenues by determining the fulfillment of

performance obligations (revenue recognition) by assessing the terms and conditions and

vouching revenues recorded to the underlying sales transactions and supporting

documentation such as delivery documents and bank statements.

• We performed testing over credit notes issued after period end.

• We performed journal entry testing, specifically taking into account high risk criteria in

relation to revenues and top side journal entries posted to revenue.

152

Fraud risk on improper payments

• Risk:

• We identified a fraud risk on improper payments due to a non-formalized control

environment.

• Responses:

• We evaluated the design and the implementation of the internal controls in the processes

related to purchasing and payments.

• We performed substantive audit procedures throughout the period on outgoing payments.

For the outgoing payments we verified whether improper payments were processed by

reconciling payments to supporting documentation. We specifically put emphasis on

payments to employees and related parties.

Fraud risk on related party transactions

• Risk:

• As disclosed in the note 33, the Company has significant related party transactions.

We consider a fraud risk applicable that these transactions are not conducted at arm’s

length.

Responses:

• We evaluated the design and the implementation of internal controls for related party

transactions.

• We inquired management and the Supervisory Board to understand the process for

identification and monitoring the related party transactions. We evaluated written

representations, from management and the Supervisory Board, that all related party

transactions are at arm’s length.

• We designed and performed substantive procedures that specifically respond to the risk.

For the selected items we obtained relevant documentation of the related party

transactions and reviewed underlying supporting documentation such as third-party

quotations or valuations to determine the appropriate use of the arm’s length principle.

• We assessed the adequacy of the Company’s disclosure. We communicated our risk

assessment, audit responses and results to management and the Supervisory Board.

Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and

non-compliance that are considered material for our audit.

• Audit response to going concern

As disclosed in the section ‘Going concern’ on page 31 of the financial statements, the

Management Board has performed its going concern assessment and has not identified any

going concern risks. To evaluate the Management Board’s assessment, we have performed,

inter alia, the following procedures:

• we considered whether the Management Board’s assessment of the going concern risks

includes all relevant information of which we are aware as a result of our audit and

inquired management about the underlying key assumptions and principles;

153

• we analyzed the financial position of Alumexx N.V. as at 31 December 2025 and

compared it to the previous financial year in terms of indicators that could identify a going

concern risk;

• we inspected and analyzed the financing agreements for terms or conditions, including

the headroom of covenants ratios;

• we evaluated the quality of the covenant forecasting process;

• we evaluated the Management Board’s liquidity/covenant forecasts and stress tested

those forecasts with our evaluation of any reasonably possible scenarios arising from the

uncertainties related to the covenants;

• We considered whether the Alumexx N.V. complied with the covenants under the

Rabobank financing agreement as at 31 December 2025 and whether it is expected to

comply with these covenants over the subsequent twelve-month period;

• we inquired with the Management Board about its knowledge of going concern risks after

the period of management’s assessment;

• we evaluated the adequacy of the disclosure of management's going concern

assessment as shown on page 31 of the financial statements and the board report

paragraph 4.2.2.

The outcome of our risk assessment procedures on the going concern assessment, including

our consideration of findings from our audit procedures on other areas did not give reason to

perform additional audit procedures on the Management Board’s going concern assessment.

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• Audit response to climate-related risks

The Company has set out its analysis relating to climate change in the chapter 6 of the

annual report.

The Management Board analyzed, against the background of the Company’s business and

operations, at a high level how climate-related risks and opportunities could have a

significant impact on the Company’s business or could impose the need to adapt its strategy

and operations. The Management Board has concluded that currently no material climate

risks at the short term have been identified.

As part of our audit we performed a risk assessment of the impact of climate-related risk on

the financial statements. In doing this we made inquiries with the Management Board and the

Supervisory Board and inspected minutes to understand the assessment against the

background of the Company’s business and operations of the potential impact of climate-

related risk and opportunities and the Company’s preparedness for this. We have not

identified climate-related fraud risk factors that had to be assessed as an event or condition

that would indicate a risk of material misstatement in the financial statements.

Based on our risk assessment procedures performed, we found that climate-related risks

have no material impact on the current financial statements under the requirements of EU-

IFRS and have no material impact on our key audit matters.

Furthermore, we have read the ‘Other information’ with respect to climate-related risks as

included in the annual report and considered the material consistency with the financial

statements, our knowledge obtained through the audit, in particular as described above and

our knowledge obtained otherwise.

Report on the other information included in the annual report

In addition to the financial statements and our auditor’s report thereon, the annual report

contains other information.

Based on the following procedures performed, we conclude that the other information:

is consistent with the financial statements and does not contain material misstatements; and

contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the

management report and other information.

We have read the other information. Based on our knowledge and understanding obtained

through our audit of the financial statements or otherwise, we have considered whether the

other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the

Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is

less than the scope of those performed in our audit of the financial statements.

The Management Board is responsible for the preparation of the other information, including

the information as required by Part 9 of Book 2 of the Dutch Civil Code.

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Report on other legal and regulatory requirements and ESEF

• Engagement

We were initially appointed by the General Meeting of Shareholders as auditor of Alumexx

N.V. on 25 June 2024, as of the audit for the year 2024 and have operated as statutory

auditor ever since that financial year.

• No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the

EU Regulation on specific requirements regarding statutory audits of public-interest entities.

• European Single Electronic Format (ESEF)

Alumexx N.V. has prepared its annual report in ESEF. The requirements for this are set out

in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on

the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion the annual report prepared in XHTML format, including the (partly) marked-up

consolidated financial statements as included in the reporting package by Alumexx N.V.,

complies in all material respects with the RTS on ESEF.

The Management Board’s is responsible for preparing the annual report including the

financial statements in accordance with the RTS on ESEF, whereby the Management

Board’s combines the various components into one single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual

report in this reporting package complies with the RTS on ESEF. We performed our

examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance-

opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal

verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for

digital reporting). Our examination included among others:

Obtaining an understanding of the entity's financial reporting process, including the

preparation of the reporting package.

Identifying and assessing the risks that the annual report does not comply in all material

respects with the RTS on ESEF and designing and performing further assurance

procedures responsive to those risks to provide a basis for our opinion, including:

obtaining the reporting package and performing validations to determine whether the

reporting package containing the Inline XBRL instance document and the XBRL

extension taxonomy files have been prepared in accordance with the technical

specifications as included in the RTS on ESEF;

examining the information related to the consolidated financial statements in the reporting

package to determine whether all required mark-ups have been applied and whether

these are in accordance with the RTS on ESEF.

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Description of responsibilities regarding the financial statements

• Responsibilities of the Management Board and the Supervisory Board for

the financial statements

The Management Board’s is responsible for the preparation and fair presentation of the

financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil

Code. Furthermore, the Management Board’s is responsible for such internal control as

management determines is necessary to enable the preparation of the financial statements

that are free from material misstatement, whether due to fraud or error. In that respect the

Management Board’s, under supervision of the Supervisory Board, is responsible for the

prevention and detection of fraud and non-compliance with laws and regulations, including

determining measures to resolve the consequences of it and to prevent recurrence.

As part of the preparation of the financial statements, the Management Board’s is

responsible for assessing the Company’s ability to continue as a going concern. Based on

the financial reporting frameworks mentioned, the Management Board should prepare the

financial statements using the going concern basis of accounting unless the Management

Board either intends to liquidate the Company or to cease operations, or has no realistic

alternative but to do so.

The Management Board should disclose events and circumstances that may cast significant

doubt on the company’s ability to continue as a going concern in the financial statements.

The Supervisory Board is responsible for overseeing the Company’s financial reporting

process.

• Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to

obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means

we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these financial statements. The materiality affects the nature,

timing and extent of our audit procedures and the evaluation of the effect of identified

misstatements on our opinion.

A further description of our responsibilities for the audit of the financial statements is included

in appendix of this auditor’s report. This description forms part of our auditor’s report.

Breda, 28 April 2026

KPMG Accountants N.V.

R.J.H.A. Jansen RA

Appendix:

Description of our responsibilities for the audit of the financial statements

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Appendix

Description of our responsibilities for the audit of the financial statements

We have exercised professional judgement and have maintained professional skepticism

throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements

and independence requirements. Our audit included among others:

identifying and assessing the risks of material misstatement of the financial statements,

whether due to fraud or error, designing and performing audit procedures responsive to

those risks, and obtaining audit evidence that is sufficient and appropriate to provide a

basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than the risk resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control;

obtaining an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control;

evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Management Board;

concluding on the appropriateness of the Management Board’s use of the going concern

basis of accounting, and based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast significant doubt on

Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor’s report to the related

disclosures in the financial statements or, if such disclosures are inadequate, to modify

our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause Company to cease to continue

as a going concern;

evaluating the overall presentation, structure and content of the financial statements,

including the disclosures; and

evaluating whether the financial statements represent the underlying transactions and events

in a manner that achieves fair presentation.

We are responsible for planning and performing the group audit to obtain sufficient

appropriate audit evidence regarding the financial information of the entities or business units

within the group as a basis for forming an opinion on the financial statements. We are also

responsible for the direction, supervision and review of the audit work performed for

purposes of the group audit. We bear the full responsibility for the auditor’s report.

We communicate with the Supervisory Board regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant findings

in internal control that we identify during our audit. In this respect we also submit an

additional report to the audit committee in accordance with Article 11 of the EU Regulation on

specific requirements regarding statutory audits of public-interest entities. The information

included in this additional report is consistent with our audit opinion in this auditor’s report.

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We provide the Supervisory Board with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with the Supervisory Board we determine the key audit

matters: those matters that were of most significance in the audit of the financial statements.

We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, not communicating the

matter is in the public interest.

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Colophon

Alumexx N.V.

Leerlooierstraat 30

4871 EN Etten-Leur

Nederland

Website: www.alumexx-nv.nl

Email: info@alumexx.nl

Chamber of commerce: 34110628