Independent auditor's report

To: the General Meeting of Shareholders and the Supervisory Board of Corbion N.V.

Report on the audit of the financial statements 2024 included in the Annual Report

Our opinion

In our opinion:

  • the accompanying consolidated financial statements give a true and fair view of the financial position of Corbion N.V. as at 31 December 2024 and of its result and its cash flows for the year then ended, in accordance with IFRS Accounting Standards as adopted 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 Corbion N.V. as at 31 December 2024 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the financial statements 2024 of Corbion N.V. (‘the Company’) based in Amsterdam, the Netherlands. 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 2024;

  • the following consolidated statements for 2024: the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows; and

  • the notes comprising material accounting policy information and other explanatory information.

The company financial statements comprise:

  • the company statement of financial position as at 31 December 2024;

  • the company income statement for 2024; and

  • the notes comprising a summary of the accounting policies and other explanatory information.

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 Corbion 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 fraud and non-compliance with laws and regulations, going concern, 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

  • Materiality of EUR 5.0 million

  • 3.0% of EBITDA1

Group audit

  • Performed substantive procedures for 94% of total assets

  • Performed substantive procedures for 95% of total sales

1 EBITDA is the operating result before depreciation, amortization and (reversal of) impairment of (in)tangible fixed assets.

Risk of material misstatements related to Fraud, NOCLAR, Going concern and Climate risks

  • Fraud risks: the presumed risks of management override of controls and revenue recognition are identified and further described in the section ‘Audit response to the risk of fraud and non-compliance with laws and regulations’.

  • Non-compliance with laws and regulations (NOCLAR) risks: no risks of material misstatements related to NOCLAR identified.

  • Going concern risks: no risks of material misstatement with regards to the going concern basis of financial reporting identified.

  • Climate risks: no risks of material misstatement for the financial statements identified.

Key audit matter

  • Divestment emulsifier business

Materiality

Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 5.0 million (2023: EUR 5.5 million). The materiality is determined with reference to EBITDA, resulting in a percentage of 3.0% (2023: 3.1%). We consider EBITDA as the most appropriate benchmark because it represents the Company’s core operating performance metric. 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 Audit Committee of the Supervisory Board that misstatements identified during our audit in excess of EUR 250,000 (2023: 275,000) 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

Corbion is at the head of a group of components (together ‘the Group’). The financial information of this group is included in the financial statements of Corbion N.V.

This year, we applied the revised group auditing standard in our audit of the financial statements. The revised standard emphasizes the role and responsibilities of the group auditor. The revised standard contains new requirements for the identification and classification of components, scoping, and the design and performance of audit procedures across the Group. As a result, we determine coverage differently and comparisons to prior period coverage figures are not meaningful.

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 financial statements. To appropriately respond to those assessed risks, we planned and performed further audit procedures, either at component level or centrally. We identified 11 components associated with a risk of material misstatement. For 7 out of these 11 components we involved KPMG component auditors. We as group auditor audited the remaining components. We set component performance materiality levels considering the component’s size and risk profile.

We have performed substantive procedures for 95% of Group total sales and 94% of Group total assets. At group level, we assessed the aggregation risk in the remaining financial information and concluded that there is less than a reasonable possibility of a material misstatement.

In supervising and directing our component auditors, we:

  • held risk assessment discussions with the component auditors to obtain their input to identify matters relevant to the group audit.

  • issued group audit instructions to component auditors on the scope, nature and timing of their work, and received written communication about the results of the work they performed.

  • held meetings with component auditors in person and/or virtually to discuss relevant developments, understand and evaluate their work and attended meetings with local management.

  • inspected and evaluated the appropriateness of audit procedures performed and conclusions drawn from the audit evidence obtained, including the relation with communicated findings. In our inspection we mainly focused on significant risks.

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 the Risk Management chapter of the Annual Report, the Board of Management describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations and the Supervisory Board reflects on this.

As part of our audit, we have gained insights into the Company and its business environment and the Company’s risk management in relation to fraud and non-compliance. Our procedures included, among other things, assessing the Company’s Code of Business Conduct, whistleblowing procedures, Speak Up report and its procedures to investigate indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries with the Board of Management, the Audit Committee of the Supervisory Board and other relevant functions, such as Internal Audit and Corbion’s Legal Counsel. We have also incorporated elements of unpredictability in our audit, such as: performing test of details on certain balance sheet accounts closely connected with revenue recognition for an entity outside our usual scope. Furthermore, we involved forensic specialists in our fraud risk assessment procedures.

As part of our audit procedures, we:

  • evaluated as to whether the Speak Up report is a topic on the agenda of the Board of Management and the Supervisory Board;

  • evaluated the Company’s internal policies, controls and procedures such as the Corbion Insider Trading Policy; and

  • assessed other positions held by the members of the Board of Management, the Executive Committee and the Supervisory Board and paid special attention to procedures and governance/compliance in view of possible conflicts of interest.



As a result of 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:

  • Anti-bribery and corruption laws and regulations;

  • Product safety qualifications;

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 a 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 Company’s policies and procedures and the design and implementation of controls regarding (manual) journal entries.
    - We made inquiries of individuals involved in the financial reporting process about inappropriate or unusual activities relating to the processing of journal entries and other adjustments.
    - We performed data analyses of high-risk journal entries. Where we identified instances of unexpected journal entries or other risks through our data analytics, we performed additional audit procedures to address each identified risk. These procedures also included testing of transactions back to source information.
    - We verified the appropriateness of material post-closing entries.
    - We evaluated key estimates and judgments for bias by the Company’s management, including retrospective reviews of prior year’s estimates.

  • Revenue recognition (a presumed risk)

    Risk:
    - Revenue recognition at year-end (cut-off) might be overstated due to shifting revenues for transactions for which control was transferred to the customer after year-end, into the current reporting period.

    Responses:
    - We evaluated the design and implementation of the controls set up by management surrounding the determination of the transfer of control at year-end (cut-off procedures implemented by management).
    - We used data analytics to identify unexpected ‘account pairings’ and (manual) journal entries in the revenue account at year-end and inspected the underlying accounting records and source documentation to evaluate the appropriateness of these journal entries.
    - We performed tests of details on revenues before year-end (cut-off) by tracing revenues back to underlying details such as invoices, contracts, shipping documents and when considered relevant to debtor payments.
    - We assessed if there were material credit notes recognized after year-end related to sales transactions recognized in the financial year under audit to ensure that revenue was recognized in the appropriate period.

Our evaluation of procedures performed related to fraud and non-compliance with laws and regulations did not result in a key audit matter.

We communicated our risk assessment, audit responses and results to the Board of Management and the Audit Committee of 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

The Board of Management has performed its going concern assessment and has not identified any going concern risks. To assess the Board of Management’s assessment, we have performed, inter alia, the following procedures:

  • we inquired with the Board of Management on the key assumptions and principles underlying the Board of Management’s assessment of the going concern risk;

  • we considered whether the Board of Management’s assessment of the going concern risks includes all relevant information of which we are aware as a result of our audit; and

  • we analysed the Company’s financial position as at year-end and compared it to the previous financial year in terms of indicators that could identify going concern risks.

The outcome of our risk assessment procedures did not give reason to perform additional audit procedures on the Board of Management’s going concern assessment.

Audit response to climate-related risks

The Company has set out its ambitions and commitments relating to climate change in the Environmental section of the Sustainability Statements, included on page 91 of the Annual Report. The Company has disclosed it has aligned its climate ambition to limit global temperature rise to 1.5°C. As part of its ambition, the Company has committed to reducing – by 2030 – its absolute Scope I and II emissions by 42% and the Scope III emissions by 25%, compared to 2021. The Company is also committed to achieving 100% renewable electricity by 2025. On an overall basis, the Company expressed to be committed to reaching net-zero emissions across the value chain by no later than 2050.

Against the background of the Company’s business and operations, management has assessed in detail how climate- related risks, opportunities and the Company’s own commitments could have a significant impact on its business or could impose the need to adapt its strategy and operations. Management has considered climate-related risks as one of their top risks, as described in the ‘Risk Management’ chapter, included in the ‘Governance and risk management’ section of the Annual Report. More specifically this relates to the impact of physical and transition risks on the financial statements, such as carbon pricing, changing consumer behavior, changing regulations, increased intensity and frequency of extreme weather events and chronic climate change.

Management prepared the financial statements, including considering whether the implications from material climate-related risks and commitments, and the current financial effects relating to sustainability matters as disclosed in the sustainability statements, have been appropriately accounted for and disclosed. In the General information section of the Sustainability Statements, included on page 77 of the Annual Report, it is stated that the Company has not identified any financial effects of the Company's sustainability related risks and opportunities that lead to a significant risk or material adjustment in the current or the next reporting year.

As part of our audit we performed a risk assessment of the impact of climate-related risks and the commitments made by the Company in respect of climate change on the financial statements and our audit approach. In doing this we performed the following:

  • In order to understand management's processes and assessment, we:
    — made inquiries with relevant functions, including management and those charged with governance, to understand management's risk assessment process as it relates to possible effects of climate change on the financial statements;
    — inspected documents such as internal climate-related risk assessments (both on physical and transition risks);
    — we have inspected minutes of the Executive Committee and Audit Committee of the Supervisory Board relevant for assessing the climate-related risks in the audit;
    — obtained an understanding of relevant sustainability themes and issues, considering the operations and characteristics of the Company.

  • The Company has disclosed that it has prepared its Sustainability Statements in accordance with the European Sustainability Reporting Standards (ESRS). We have read, and considered as part of our risk assessment, these sustainability statements, which includes information over material sustainability matters relating to material impacts, risks and opportunities relating to climate change. As part of this, we have read and considered the information reported over the connectivity of the sustainability statements with the financial statements, more specifically relating to the current financial effects relating to sustainability matters.

  • As stated in the General information section of the Sustainability Statements, included on page 69 of the Annual Report, the Company has not identified any financial effects of the Company's sustainability related risks and opportunities that lead to a significant risk or material adjustment in the current or the next reporting year.

  • We have considered and evaluated climate related fraud risk factors, such as climate related KPIs on reduction of scope 1 and 2 GHG emissions, being linked to board remuneration.

  • We used KPMG sustainability experts to support in understanding how climate-related risks and opportunities may affect the entity, in order to understand (potential) implications on its accounting in the current year’s financial statements.

Based on our risk assessment procedures, we found climate-related risks have no material impact on the current financial statements.

Furthermore we have read the ‘Other information’, including the information over material sustainability matters relating to material impacts, risks and opportunities relating to climate change with respect to climate-related risks as included in the annual report and considered whether such information contains material inconsistencies with the financial statements or our knowledge obtained through the audit, in particular as described above and our knowledge obtained otherwise.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matter to the Audit Committee of the Supervisory Board. The key audit matter is not a comprehensive reflection of all matters discussed.

Compared to last year the key audit matter with respect to the valuation of the algae ingredients business and the related contingent consideration is not included, as given the current performance of the business and the outlook, we do not consider this a significant matter in our audit anymore. Furthermore, compared to last year the key audit matter with respect to the divestment of the emulsifier business has been added. This event is significant to our audit given the impact of the transaction and the non-routine nature.

Divestment emulsifier business

Description

On 26 January 2024 Corbion N.V. and Kingswood Capital Management, LP signed a binding agreement regarding the sale of Corbion’s emulsifiers business. Kingswood acquired the emulsifier business for a cash purchase price of $362 million. The transaction was closed on 2 April 2024 and resulted in a net book profit of €138 million. Management assessed and concluded that the emulsifier business constitutes as major line of business that will be recovered through a sale rather than through continuing use. Consequently, the results for the first quarter of 2024 as well as the result associated with the divestment of emulsifier business have been presented as “discontinued operations” in the 2024 financial statements, including comparative figures.

Our response

  • We evaluated the design and implementation of the controls set up by management surrounding the identification of significant unusual transactions.

    • We inspected the contractual agreements and other relevant documents underlying the divestment in order to understand key terms and conditions and to assess the accounting impact.

  • We verified that the deconsolidation of the emulsifier business has been recorded at the date of disposal.

  • We assessed the book result by vouching the sales price to the contractual agreement, the cash receipts to bank statements, the net asset values that have been de-consolidated to underlying accounting records and allocated transaction costs to underlying supporting documentation such as invoices and contractual agreements.

  • We assessed the adequacy of the presentation as discontinued operations and the disclosure of the divestment in note 9 to the financial statements.

Our observation

We consider that the net book result, as well as the presentation as discontinuing operations, are adequately reflected and disclosed in Note 9 to the consolidated financial statements.

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 Report of the Board of Management 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 Board of Management is responsible for the preparation of the other information, including the information as required by Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Engagement

We were initially appointed by the General Meeting of Shareholders as auditor of Corbion N.V. on 22 May 2015, as of the audit for the year 2016 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)

Corbion 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 Corbion N.V., complies in all material respects with the RTS on ESEF.

The Board of Management is responsible for preparing the Annual report including the financial statements in accordance with the RTS on ESEF, whereby the Board of Management 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 Company'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.

Description of responsibilities regarding the financial statements

Responsibilities of the Board of Management and the Supervisory Board for the financial statements

The Board of Management 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 Board of Management is responsible for such internal control as the Board of 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 Board of Management, 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 Board of Management is responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Board of Management should prepare the financial statements using the going concern basis of accounting unless the Board of Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Management 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 located at the website of de ‘Koninklijke Nederlandse Beroepsorganisatie van Accountants’ (NBA, Royal Netherlands Institute of Chartered Accountants) at www.nba.nl/eng_oob_20241203. This description forms part of our auditor’s report.

Amstelveen, 26 February 2025
KPMG Accountants N.V.
J. Schrumpf RA

Limited assurance report of the independent auditor on the sustainability statements 2024

To: the Board of Management of Corbion N.V.

Our conclusion

We have performed a limited assurance engagement on the sustainability statements for 2024 of Corbion N.V. based in Amsterdam, The Netherlands (hereinafter: the Company) in sections ‘General Information’, ‘Environmental Information’, ‘Social Information’ and ‘Appendices’ on the pages 73 to 140 of the accompanying Annual Report 2024 including the information incorporated in the sustainability statements by reference (hereinafter: the sustainability statements).

Based on the procedures performed and the assurance evidence obtained, nothing has come to our attention that causes us to believe that the sustainability statements are not, in all material respects:

  • prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted by the European Commission and in accordance with the double materiality assessment process carried out by the Company to identify the information reported pursuant to the ESRS; and

  • compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).

Basis for our conclusion

We performed our limited assurance engagement on the sustainability information in accordance with Dutch law, including Dutch Standard 3810N ‘Assurance-opdrachten inzake duurzaamheidsverslaggeving’ (Assurance engagements relating to sustainability reporting) which is a specified Dutch standard that is based on the International Standard on Assurance Engagements (ISAE) 3000 (Revised) ’Assurance engagements other than audits or reviews of historical financial information’. Our responsibilities under this standard are further described in the section ‘Our responsibilities for the assurance engagement on the sustainability information’ section of our report.

We are independent of the Company 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). Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics for Professional Accountants).

We believe the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Emphasis of matter

We draw attention to the section ‘Basis for preparation’ as included in the chapter ‘General information’ of the sustainability statements starting on page 74. This section sets out that the sustainability statements have been prepared in a context of new sustainability reporting standards requiring entity-specific and temporary interpretations. The ‘Assurance on Sustainability statements’ paragraph within this section addresses inherent measurement or evaluation uncertainties.

This paragraph identifies the quantitative metrics and monetary amounts that are subject to a high level of measurement uncertainty and discloses information about the sources of measurement uncertainty and the assumptions, approximations and judgements the Company has made in measuring these in compliance with the ESRS.

The comparability of sustainability information between entities and over time may be affected by the lack of historical information in accordance with the ESRS. This allows for the application of different, but acceptable, measurement techniques, especially in the initial years.

This chapter also explains the ongoing due diligence and double materiality assessment process, including robust engagement with affected stakeholders. Due diligence is an on-going practice that responds to and may trigger changes in the Company’s strategy, business model, activities, business relationships, operating, sourcing and selling contexts. The sustainability statements may not include every impact, risk and opportunity or additional entity-specific disclosure that each individual stakeholder may consider important.

Our conclusion is not modified with respect to this matter.

Limitations to the scope of our assurance engagement

Limited assurance has been provided on certain sustainability information reported in the prior year annual report, however, not in the context of the new sustainability reporting standards (ESRS). Consequently, the comparative information 2023 has not been subject to limited assurance procedures in the context of the ESRS.

In reporting forward-looking information in accordance with the ESRS, the Board of Management of the Company is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Company. The actual outcome is likely to be different since anticipated events frequently do not occur as expected.  Forward-looking information relates to events and actions that have not yet occurred and may never occur. We do not provide assurance on the achievability of this forward-looking information.

The references to external sources or websites in the sustainability information are not part of the sustainability information as included in the scope of our assurance engagement. We therefore do not provide assurance on this information.

Our conclusion is not modified in respect to these matters.

Responsibilities of the Board of Management and Supervisory Board for the sustainability statements

The Board of Management is responsible for the preparation of the sustainability statements in accordance with the ESRS, including the double materiality assessment process carried out by the Company as the basis for the sustainability statements and disclosure of material impacts, risks and opportunities in accordance with the ESRS. As part of the preparation of the sustainability statements, management is responsible for compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation). The Board of Management is also responsible for selecting and applying additional entity-specific disclosures to enable users to understand the Company’s sustainability-related impacts, risks or opportunities and for determining that these additional entity-specific disclosures are suitable in the circumstances and in accordance with the ESRS.

Furthermore, the Board of Management is responsible for such internal control as it determines is necessary to enable the preparation of the sustainability statements that is free from material misstatement, whether due to fraud or error.

The Supervisory Board is responsible for overseeing the sustainability reporting process including the double materiality assessment process carried out by the Company.

Our responsibilities for the assurance engagement on the sustainability statements

Our responsibility is to plan and perform the assurance engagement in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.

Our assurance engagement is aimed at obtaining a limited level of assurance to determine the plausibility of sustainability information. The procedures vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of assurance obtained in a limited assurance engagement is therefore substantially less than the assurance that is obtained when a reasonable assurance engagement is performed.

We apply the quality management requirements pursuant to the Nadere voorschriften kwaliteitsmanagement (NV KM, regulations for quality management) and accordingly maintain a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Our limited assurance engagement included among others:

  • Performing inquiries and an analysis of the external environment and obtaining an understanding of relevant sustainability themes and issues, the characteristics of the Company, its activities and the value chain and its key intangible resources in order to assess the double materiality assessment process carried out by the Company as the basis for the sustainability statements and disclosure of all material sustainability-related impacts, risks and opportunities in accordance with the ESRS.

  • Obtaining through inquiries a general understanding of the internal control environment, the Company’s processes for gathering and reporting entity-related and value chain information, the information systems and the Company’s risk assessment process relevant to the preparation of the sustainability statements and for identifying the Company’s activities, determining eligible and aligned economic activities and prepare the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), without obtaining assurance evidence about the implementation, or testing the operating effectiveness, of controls.

  • Assessing the double materiality assessment process carried out by the Company and identifying and assessing areas of the sustainability statements, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) where misleading or unbalanced information or material misstatements, whether due to fraud or error, are likely to arise (‘selected disclosures’). We designed and performed further assurance procedures aimed at assessing that the sustainability statements are free from material misstatements responsive to this risk analysis.

  • Considering whether the description of the double materiality assessment process in the sustainability statements made by the Board of Management appears consistent with the process carried out by the Company.

  • Performing analytical review procedures on quantitative information in the sustainability statements, including consideration of data and trends in the information submitted for consolidation at corporate level.

  • Determining the nature and extent of the review procedures for the group components and locations. For this, we considered the nature, extent, risk profile, as well as a rotation schedule to select the components and locations to visit, and selected two sites, one in Thailand and one in the USA. These visits are aimed at, on a local level, validating source data and evaluating the design and implementation of internal controls and validation procedures;

  • Assessing whether the Company’s methods for developing estimates are appropriate and have been consistently applied for selected disclosures. We considered data and trends, however, our procedures did not include testing the data on which the estimates are based or separately developing our own estimates against which to evaluate management’s estimates.

  • Analysing, on a limited sample basis, relevant internal and external documentation available to the Company (including publicly available information or information from actors throughout its value chain) for selected disclosures;

  • Reading the other information in the annual report to identify material inconsistencies, if any, with the sustainability statements;

  • Considering whether: 
    -the disclosures provided to address the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) for each of the environmental objectives, reconcile with the underlying records of the Company and are consistent or coherent with the sustainability statements;
    -the disclosures provided to address the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) appear reasonable, in particular whether the eligible economic activities meet the cumulative conditions to qualify as aligned and whether the technical screening criteria are met; and
    -the key performance indicators disclosures have been defined and calculated in accordance with the Taxonomy reference framework as defined in Appendix 1 Glossary of Terms of the CEAOB Guidelines on limited assurance on sustainability reporting adopted on 30 September 2024 , and in compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), including the format in which the activities are presented;

  • Considering the overall presentation, structure and the fundamental qualitative characteristics of information (relevance and faithful representation: complete, neutral and accurate) reported in the sustainability statements, including the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation); and

  • Considering, based on our limited assurance procedures and evaluation of the assurance evidence obtained, whether the sustainability statements as a whole, are free from material misstatements and prepared in accordance with the ESRS.

Amstelveen, 26 February 2025
KPMG Accountants N.V.
J. Schrumpf RA