Raben ECP GmbH

Raben Group N.V.

Oss

Konzernabschluss zum Geschäftsjahr vom 01.01.2021 bis zum 31.12.2021

Konzernabschluss zum 31. Dezember 2021

Raben Group N.V. ('Raben Group' or Group) is present in 14 European countries with its own transport network and around 1,300,000 m ² of warehousing space in over 160 locations, delivering over 15M shipments annually . Still, Raben Group is not only about numbers, but about people: an international team of over 11,000 employees, full of energy and passion for logistics, driven by challenges and entrepreneurial spirit, believing in the same values and delivering great customer experience. Every day we provide domestic and international distribution, contract logistics services, fresh logistics, sea and air forwarding for thousands of customers. We are not only delivering the goods from point A to point B, but rather building long-term partnerships and reaching long-term sustainable goals. All this translates into a unique value that contributing to the success of our customers by creating and providing comprehensive and customized logistics solutions.

SUSTAINABLE WAY FORWARD

2021 was a successful year for Raben Group. The Group has generated revenue of 1,535M, which is +275M EUR above 2020 (+21.8%). The Marginal Contribution is 55M EUR (+16.5%) and EBITA 20M EUR above 2021 (+53.2%).

It was a year of continuous pandemic lockdowns and restrictions, uneven economic recovery across Europe, global supply chain disruptions with an impact on European market and structural changes with surging B2C volumes. However, for Raben Group, it was not a time of going with the flow. On the contrary, it was a period full of realised opportunities, positive changes and accelerated growth of the Group.

With four new acquisitions including new countries, including Greece and Austria join the Group as 14th and 15th home markets. We have also strengthened our business presence in the Netherlands with the acquisition of BAS Group and made the next step in the development of our independent network in Germany by taking over Luible Logistics. At the end of the year, we have signed an agreement for the acquisition of Bexity GmbH, a market leader in transport and logistics in Austria. This step is a milestone in the development of our European Network and strengthens our market position in DACH region.

At the same time, our business priorities remain unchanged with focus on the continuity of our customers' businesses, the safety and health of our employees and the quality of our service. Our distribution network in Europe has operated without interruption and with high quality during the whole 2021, securing supply chains in the countries of our operation. This was made possible largely due to our dedicated and professional team, who fully deserve to be called "People with Drive".

2021 was a year of Raben Group's 90th anniversary. We have used that year to bring the Group's sustainability practice to the next level. In 2021, we published our first Group Sustainability Report. We also defined a sustainability strategy for 2021-2025.At the end of the year, the Group became a signatory to the United Nations Global Compact initiative. Within the 2021 refinancing process, the Group has successfully prolonged for 5 years 225m EUR syndicated loan upgrading it to Sustainability Linked Loan (one of the first club SLL in the European logistics sector). In 2021 we have also signed PPA (Power Purchase Agreement) for long-term purchase of 100% zero-emission energy from solar farms. These steps have further confirmed our commitment to ESG targets.

During 2021, we have developed the myRaben platform and Transport Management System (TMS) with new applications and functionalities including automated online myOffer, B2C processes for the e-commerce sector, subcontractors' communication tools and system-based CO ₂ calculator. We have also continued investments in the adoption of innovations increasing productivity of operating and back-office processes including use of RPA and semi-automated and automated equipment in logistics warehouses.

As in previous years, we have invested in our network and efficient terminals. During 2021, we have invested in new terminals and warehouses improving quality and capacity of our network infrastructure. We have also started investments in terminals which will increase network capacity in 2022.

Changes in legal entity structure during 2021 due to acquisition

The Netherlands

In July 2021, Raben Group has acquired 100% in Dutch BAS Group, including subsidiaries in the Netherlands, Italy and Slovak Republic. BAS Group was fully integrated into Raben Group as of 1 January 2022.

Greece

In August 2021, the Group has entered the Greek market with the acquisition of 100% shares in Intertrans S.A.

Germany

In September 2021, the Group acquired 100% of Luible Logistik GmbH in southern Germany. The new company was fully integrated into Raben Group entities in Germany as of 31 December 2021.

Austria

In December 2021, the Group has signed an acquisition agreement of Bexity GmbH, a market leader in Austria in transport and logistics. This transaction was closed in February 2022 before the date of this Annual Report.

PROFIT AND LOSS STATEMENT (MANAGEMENT ACCOUNTS)

FOR THE PERIOD ENDED 31 DECEMBER 2021

All amounts are expressed in thousands (unless indicated otherwise)

Financial Review

The revenue line presents an increased by 21.8%. The majority of which is generated from new business and volume growth of existing clients including rebound after Covid-19 effect. 2021 revenue included also 36M EUR of M&A related growth (the Netherlands, Greece and Germany) and 39M EUR of new 4PL segment started in 2021.

Marginal Contribution increased by 55M (16.5%). MC% is 1.2pp below 2020 mainly due to segment mix (higher share of FTL business and new 4PL segment).

The Group's operating result (EBITA) before special items in 2021 has exceeded 56M and is 20M EUR above 2020. Poland has exceeded previous year performance continuing high productivity and disciplined costs control. Germany improved results over 20%, in spite of challenging market environment in 2021. Italy, after acquisition of 100% in 2020 has exceeded previous year's performance by 50% significantly over the plan. Most of the other countries have improved or kept its performance as compared to 2020.

Special items in 2021 of 2M related to mainly to restructuring in Germany and Italy. Financial expenses included results of foreign exchange valuation 1.4M EUR. Higher income tax expense in 2021 relates to end of utilization of tax losses carried forward and high tax result in Poland. Net profit was also impacted by amortization of goodwill of 2M EUR related to 2021 acquisitions.

EBITDA of the group increased significantly and exceeding 5% in relative terms to revenue and 82M EUR of absolute value.

KEY PERFORMANCE INDICATORS (KPIS)

All amounts are expressed in thousands (unless indicated otherwise)

^* last 12 months EBITDA[PVA1]

Cash flow and funding requirements

In the current year the Group total capital expenditure (excluding finance lease) amounted to above EUR 82M and included mainly investments in new warehouse facilities in Germany and Poland, replacement of trailers and trucks. This was offset by an income from sales of fixed assets, in total amounting EUR 11M (mainly sale of land and warehouse and other equipment).

Consolidated cash flows in 2021 presents net cash outflow which amounted to EUR (9M) as compared to the 2020 inflow of EUR 15.3M. This consisted of net cash inflow from operations of EUR 69M (2020: EUR 62M) offset by net cash outflow from investing activities of EUR (109M) (2020: EUR (57M) and cash inflow from financing activities of EUR 31M (2020: inflow of EUR 10.8M). Net investment cash flows of EUR (109M) include mainly capital expenditures in real estate, trucks, containers, equipment and software and acquiring new companies.

Cash flow from financing activities relates mainly to drawings from syndicated loan and securitisation program, finance leases and interest.

Environmental and personnel related information

Employees

Our employees are in the center of operations and in daily contact with customers. In 2021, our priority remained security, safety and health of our employees working at our terminals, offices or from home. We have adjusted our internal rules several times during 2021 and have implemented policies giving the maximum level of protection possible in working environment. In spite of continued pandemics, we have also been working on engagement programs, employer branding, transparent remuneration policies and development of management skills. Group Manager of Choice program gained several recognitions on the market and improvement management skills of our leaders. In 2021 we have also implemented more IT systems and digitalized workflows enabling work from home. In following years, we will continue to invest in training and development programs, employee surveys, friendly office facilities and systems, efficient IT system and other initiatives improving working environment. Development of safety culture and safe place to work is one of elements of our sustainability strategy. Raben Group employment at the end of 2021 was 10,787 (2020: 10,046) FTEs.

Quality policy

From the very beginning of its presence on the European market the Raben Group concentrated on the quality of the provided services. The subsidiaries have implemented quality management systems in accordance with ISO 9001 standard, ISO 14001 and AEO certificates as well. The companies providing services for food industry also implemented HACCP standards. In addition, in 2021 we have implemented ISO 27001 in holding company and central systems to increase the level of IT security. In the following year, we plan to certify ISO 270001 and roll out the highest standards of IT security to other countries.

The relevant certificates confirm that the implemented Integrated Management System is managed through processes and is subject to continuous improvement through setting measurable quality goals, audit and verifying the goal achievement and process improvements.

Sustainability strategy

2021 was a milestone in the development of sustainability in the Group. In 2021, we published our first Group Sustainability Report. We have also defined sustainability strategy for 2021-2025 and at the end of the year the Group became a signatory to the United Nations Global Compact initiative. Together with our financing partners we have established Sustainability Linked Loan (one of the first club SLL in the European logistics sector). In 2021, we received first Group ESG rating from Ecovadis. We have also worked in 2021 on development and quality of our ESG reporting including also definition of climate risks according to TCFD.

Information on male/female partitioning of board members

At the Company, the Management Board and Supervisory Board consists of male members. This is due to the business in which we operate and the small size of the statutory Board. Raben Group is aiming to get right diversity mix of male and female in the Management Board and Supervisory Board. The Group Management Team consists of good mix of male and female representatives.

Research and development information

In 2021, the Group has continued an innovation program - Genius Lab with a task to deliver value added innovations to transport and logistics processes, to improve efficiency and digitalize processes and create more value for our customers. Our key projects implemented in 2021 included: improvements for B2C process, RPA supported processes, robots and co-bots in the warehouse, automated spot offers for customers and advanced analytics systems for sales and operations. Our R&D programs are driven by a sound business case and customers expectation on continuous improvement.

Risk management

Raben Group's Management draws particular attention to risk management in the Group. Risk management involves understanding, analysing and addressing risks to ensure that Raben Group can achieve their objectives.

Risk management process

Risk Management is performed by the systematic application of management policies, procedures and practices and an annual assessment of risks. Risk Management process consist of following steps:

Risk management is performed by regular reporting and follow-up process in relation to identified risk. The most significant risks which were identified based on the most recent risk assessment are presented below.

Exposure to a certain degree of risk (risk appetite) is inherent to the Company's business. Below mentioned control measures taken by the company give insight on the risk appetite per risk.

Risk and uncertainties, mitigation factors

None of the above-mentioned risk has materialized with any significant impact in 2021.

Improvements in risk management system

Raben Group systematically improves risk management system. New initiatives are implemented. In 2021, we have continued with audits, live test scenarios and simulations to extend awareness and readiness for potential risk related to business continuity.

Outlook for 2022 .

Based on official EU projections economic growth in 2021 in Europe will be at 4%. The European Road freight market will change in line with the underlying economic growth rate. We assume that challenges from 2021 related to transport market will continue with capacity limitations, increasing rate levels and high inflation throughout next year.

As described in note 30, from the end of February 2022 Ukraine, where Raben Group operates with own subsidiary, is at war, and the business operations in Ukraine is stopped. Share of revenue of Ukraine in Raben Group is 1.5% and external net assets engaged in Ukraine market as of 31 December 2021 amounted to EUR 12M. As at the date of this Annual Report, it is too early to estimate the impact on the Ukrainian subsidiary and the European Economy.

In 2022, we plan to leverage strategic competitive advantages: resource of our integrated European network, quality of our services, which proved as reliable during last 2 years, competitive cost structure, standardized, innovative and continuously developed IT systems, including B2C and e-Commerce readiness, we will be able to gain market share in all the countries, in which we operate. New acquisitions from 2021 will strengthen coverage and density of our network and will provide additional benefits and unique selling points for our customers.

In 2022, the Group will the stay focused on keeping service excellence, delivering organic growth, integration of newly acquired units and development and immediate implementation of efficient innovations in transport and logistics as a response to capacity shortages and growing inflation. We believe that the ability of fast adaptation and use with discipline available technology as working operating tools and keeping good relations and partnership with our subcontractors will continue to be a competitive advantage on the market. At the same time, we will stay agile and be able to react to any change in European economy and market situation.

Focusing on the growth of the Group, we also have the ambition to be among the leaders for sustainable transport and logistics, to align our organic growth and profitability targets with environmental and social impact.

1 Consolidated financial statements

Consolidated balance sheet as at 31 December 2021

(result before profit appropriation)

ASSETS

All amounts are expressed in thousands (unless indicated otherwise)

Consolidated profit and loss statement for the year ended 31 December 2021

(result before profit appropriation)

All amounts are expressed in thousands (unless indicated otherwise)

Consolidated cash flow statement for the year ended 31 December 2021

All amounts are expressed in thousands (unless indicated otherwise)

Consolidated statement of comprehensive income for year ended 31 December 2021

(result before profit appropriation)

All amounts are expressed in thousands (unless indicated otherwise)

Accounting policies used in preparing the consolidated financial statement

General

Relationship with parent company and principal activities

Raben Group N.V. (the "company"), domiciled in Oss, The Netherlands, register number 08049306 in Kamer van Koophandel voor Centraal Gelderland, is a private limited liability company. 100% of Raben Group N.V. shares is held by Raben Beheer B.V. The company is primarily a holding entity. Raben Group provides transport, logistics and supply chain solutions.

Financial reporting period

The Management Board's report and consolidated financial statements, consisting of a balance sheet statement, a profit and loss statement, a cash flow statement, statement of comprehensive income and notes to the financial statements, have been prepared for the year ended 31 December 2021, with comparative figures related to the year ended 31 December 2020.

Basis of preparation

The financial statements have been prepared in accordance with Title 9 Book 2 of the Netherlands Civil Code. In general, the accounting principles adopted for the valuation of assets and liabilities and determination of the result are based on the historical cost convention. Financial instruments and the valuation of assets and liabilities are stated at fair value.

Application of Section 402, book 2 of the Netherlands Civil Code (BW)

The financial information of Raben Group N.V. is included in the consolidated financial statements. For this reason, in accordance with Section 402, Book 2 of the Netherlands Civil Code, the stand-alone profit and loss statement of Raben Group N.V. exclusively states the share in the result after taxation of companies in which participating interests are held and other results after taxation.

Continuity ("Going concern")

The continuity assumption was applied during the preparation of these financial statements. There were no indications that would prevent the company from applying the going concern assumption in respect of the 2021 financials.

Accounting policies

An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be reliably measured.

A liability is disclosed in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability.

If a transaction results in a transfer of future economic benefits to a third party and / or when all risks and rewards relating to an asset or a liability are transferred to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are either not included in the balance sheet if economic benefits are not probable or cannot be measured with sufficient reliability.

Revenue is recognized when the company has transferred to the buyer the significant risks and rewards of ownership of the goods or when service was effectively delivered to a customer. Effectiveness of delivery to a customer is routinely regulated in customer contracts and can be considered attained upon receipt of confirmation of service or on clearing.

The income and expenses are accounted for in the period to which they relate.

The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. The actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognized in the period in which the estimate is revised and in future periods to which the revision may relate.

Consolidation principles

The consolidated financial statements include the financial data of Raben Group N.V. and its group companies and other "controlled" companies.

Control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Group companies are participating interests, in which Raben Group N.V. has a direct and indirect controlling interest, generally exceeding 50% share. In assessing whether controlling interest exists, potential voting rights that presently are exercisable are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intra-group balances, and any other unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The group companies are consolidated in full with minority interest presented within group equity separate from parent's equity. Minority interests in the profit or loss statement of the group are presented as an item of income and expense on the face of the profit and loss statement.

Summary of the consolidated group companies:

^* Due to the securitisation program structure this company is treated as a fully consolidated subsidiary (although Raben Group holds no controlling interest).

Having Raben Group N.V as ultimate parent entity and being consolidated into its financial statements, the following German subsidiaries have elected to apply the local statutory audit exemption, preparation of the notes to the financial statements exemption, preparation of managements report exemption or publication exemption for the fiscal year ending 31 December 2021 according to §264 (3) German Commercial Code (HGB): Raben Trans European Germany GmbH, Raben Sea & Air GmbH, Raben Trucking & Rental GmbH, Raben Germany GmbH and Kraftverkehr P. & M. Ehrig GmbH, Raben 4PL Solutions GmbH.

Following Dutch companies have elected to apply the local statutory audit exemption and publication exemption for the year ending 31 December 2021 according to article 2:403 Book 2 of the Netherlands Civil Code: Raben Netherlands B.V., Ascari Investments B.V., BAS Group B.V., G.J. Group B.V., Hereijgers Transport B.V., BAS Logistics B.V., Raben Trucking Netherlands B.V., Bas Exploitatiemaatschappij B.V., Bas Warehousing B.V.

Changes in consolidated group companies

Netherlands

Raben Group has acquired BAS Group (GJ Groep B.V., BAS Group B.V., BAS Transport B.V., Bas Warehousing B.V, Bas Wagenpark B.V., Hereijgers Transport B.V. Exploitatiemaatschappij Bas B.V., BAS Logistics B.V., Bas Logistica SRL, Bas Logistika SRO, BAS Slovensko SRO).

As at 30 November 2021 BAS Wagenpark B.V. merged to BAS Transport B.V. (Bas Transport changed name for Raben Trucking Netherlands B.V.). Raben Group has set up a new subsidiary Raben Real Estate Netherlands B.V. (Oss).

Germany

Raben Group has acquired Luible Logistik GmbH and RM Logistikpark Leipheim GmbH.

Raben Group has set up new subsidiary - Raben 4PL Solution GmbH.

As at 31 December 21 Luible Logistik merged to Raben Trans European Germany GmbH and RM Logistikpark GmbH merged to Raben Germany Immobillien GmbH.

Czech

Raben Group has acquired 100% shares in Light Velley SE and then changed name for Raben Sea and Air SE.

Lithuania

Raben Group has set up a new subsidiary Raben Real Estate Lithuania UAB (Vilnus).

Greece

Raben Group has acquired 100% shares in Intertrans S.A. and has set up new company Raben Real Estate Greece MIKE.

Mergers and acquisitions

Acquisitions are recognized in the financial statements according to the purchase accounting method. This means that any assets and liabilities acquired are carried at fair value as at the acquisition date. The difference between cost and the company's share of the fair value of the identifiable assets and liabilities acquired at the time of the transaction of a participating interest is recognized as goodwill.

In the case of a transaction under common control, the carry-over accounting method is applied. This means that the transaction is stated at the carrying amount in the financial statements for the financial year, in line with the amount included in the financial statements of the parent, as of the merger date. The comparative figures are not restated. The difference between cost and the carrying amounts of the acquired assets and liabilities is recognized in equity.

Principles for the translation of foreign currencies

Foreign currency transactions - the individual entity

Transactions denominated in foreign currencies are translated into the relevant functional currency of the group companies at the exchange rate applying on the transaction date. Monetary assets and liabilities denominated in foreign currency are re-measured into the functional currency at the balance sheet date at the exchange rate applying on that date. Non-monetary assets and liabilities in foreign currency that are stated at historical cost are re-measured into functional currency at the applicable exchange rates on the transaction date. Foreign exchange gains and losses arising on are taken to the profit and loss account as expenditure.

Translation of the financial statements of businesses operating abroad into Raben Group's consolidated financial statements

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into euro at exchange rates applying on the reporting date. Income and expenses of foreign operations are translated into euro at the weighted average exchange rate. Translation gains and losses are taken to the reserve for translation differences, which is part of equity. If a foreign operation is totally or partially sold, the amount is transferred from the reserve for translation differences to the profit and loss account.

Financial instruments

Financial instruments include investments in shares and bonds, trade and other receivables, cash items, loans and other financing commitments, trade and other payables. Financial instruments may also include derivative financial instruments (derivatives) embedded in contracts.

Loans granted and other receivables

Loans granted and other receivables are carried at amortised cost using the effective interest method, less impairment losses.

Other financial commitments

Financial commitments that are not held for trading purposes are carried at amortised cost using the effective interest rate method.

Hedge accounting

With exception of interest rate hedging, the Raben Group does not use hedge instruments, such as forwards or options, to hedge foreign exchange risks resulting from purchase and sale transactions. The Raben Group does not apply hedge accounting, therefore the results from changes in the value of the forward foreign exchange contracts are recognised separately from the hedged receivables or payables in the profit and loss statement.

Derivative financial instruments

The Group holds derivative financial instruments to mitigate its interest rate risk exposures. Derivatives are recognized initially at fair value, any attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized immediately in profit or loss.

Intangible fixed assets

Concessions, licenses and intellectual property rights

Concessions, licenses and intellectual property rights are stated at cost and relate, among other things, to acquired software and operating systems and databases.

The capitalized costs of concessions, licenses and intellectual property rights are amortised on a straight-line basis over a period up to five years.

Goodwill

Goodwill represents the excess of the cost of the acquisition over the company's interest in the net fair value of the assets acquired and liabilities and contingent liabilities assumed at the transfer date less amortisation and impairment losses. Goodwill paid upon the acquisition of foreign group companies and subsidiaries is translated at exchange rates at the date of the acquisition. The capitalized goodwill is amortised on a straight-line basis over the estimated useful life of five years.

Negative goodwill

Negative goodwill represents the excess of fair value of net assets acquired over the acquisition cost.

To the extent that negative goodwill relates to expectations of future losses and expenses that portion of negative goodwill is recognised as income in the profit and loss statement when the future losses and expenses are recognised.

To the extent that negative goodwill does not relate to identifiable expected future losses and expenses that can be measured reliably at the date of acquisition, negative goodwill is recognised as income in the profit and loss statement as follows:

• the amount of negative goodwill not exceeding the fair values of acquired identifiable non-monetary assets is recognised as income on a systematic basis over the remaining weighted average useful life of the identifiable, acquired, depreciable/amortisable assets; and

• the amount of negative goodwill in excess of the fair values of acquired, identifiable non-monetary assets should be recognised as income immediately.

Negative goodwill recognised upon the acquisition of foreign group companies and subsidiaries is translated at exchange rates at the date of the acquisition.

Prepayments on intangible fixed assets

Prepayments on intangible fixed assets are stated at cost. Prepayments on intangible fixed assets are not amortised.

Tangible fixed assets

Land and buildings, plant and equipment, other fixed assets, prepayments on tangible fixed assets and tangible fixed assets under construction are stated at purchase cost or construction cost, less accumulated depreciation.

The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use, such as production cost, production overhead cost and interest paid to third parties during the period of construction or manufacturing.

Tangible fixed assets, for which the company and its group companies possess the economic ownership under a financial lease, are capitalised. The obligation arising from the financial lease contract is recognised as a liability. The interest included in the future lease instalments is charged to the profit and loss account during the term of the finance lease contract.

The carrying amount of a tangible fixed asset is reduced by value of received government investment grants.

Depreciation is recognized in the profit and loss statement on a straight-line basis over the estimated useful lives of each item of the tangible fixed assets. Land, tangible fixed assets in production and prepayments on tangible fixed assets are not depreciated.

The following rates of depreciation are applied:

Maintenance expenditures are capitalized when the maintenance expenditure extends the useful life of the asset.

In addition, part of the interest on debt over the period of manufacturing is allocated to the manufacturing cost.

Impairment or disposal of fixed assets

The company states intangible, tangible and financial fixed assets in accordance with generally accepted accounting principles for financial reporting in the Netherlands. Pursuant to these principles, assets with a long life should be reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated. The recoverable amount is calculated as the present value of estimated future cash flows, discounted at the effective interest rate.

If the book value of an asset exceeds the recoverable amount, impairment is charged to the result equal to the difference between the carrying amount and the recoverable amount. Assets for sale are stated at the carrying amount or lower market value, less selling costs.

Financial assets

Participating interests, where significant influence is exercised over the business and financial policy are valued according to the equity method on the basis of net asset value. The net asset value is calculated on the basis of the accounting principles of the company. Participating interests with a negative net asset value are valued at nil. However, the effect of negative net asset valuation is taken into provisions for investments in group companies.

Participating interests, where no significant influence is exercised, are stated at cost less any accumulated impairment losses.

The loans to non-consolidated participating interests are included at nominal value less any provisions deemed necessary.

The accounting policies for other financial fixed assets are included under the heading 'financial instruments'.

Dividends are recognized in the period in which they are declared.

Interest income is recognized in the profit and loss account as it accrues, using the effective interest method. Any profit or loss is recognized in the profit and loss statement as accounted for under financial income or expenses.

Inventories

Raben Group operates in service industries and generally does not hold any major inventories. Inventories mainly consist of raw materials, such as fuel, packaging and pallets and consumables, such as office supplies, which are stated at the lower of cost (purchase price) and market value. The cost is based on the first-in first-out principle.

Fuel held in inventories is considered as goods for resale and is stated at cost. Cost includes the purchase price and expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

Trade and other receivables and securities

The principles for the valuation of trade and other receivables and securities are described under the heading 'financial instruments'.

Cash at bank and in hand

Cash at bank and in hand includes cash in hand, bank balances, notes and cheques and carried at face value. It also includes deposits if these are effectively at the group's free disposal, even if interest income may be lost. Cash at bank and in hand not expected to be at the group's free disposal for longer than twelve months is classified as financial assets under the fixed assets.

Shareholders' equity

Profit and loss for the year

Includes consolidated net profit of Raben Group for the financial reporting period.

Other reserves

Other reserves comprise retained earnings, dividends received and paid out.

Translation reserves

Translation reserves consisting of gains and losses on translation of the financial statements of businesses operating abroad into Raben Group's consolidated financial statements. It includes also result of application of net investment concept in relation to loan granted by Raben Group to Raben Ukraine.

Group Management Board has taken into account current and expected political and economic situation in Ukraine and decided to change assessments related intercompany loans granted to Raben Ukraine and treat them as long-term net investment. Therefore, exchange rate differences related to above mentioned loans are accounted directly to equity - translation reserves.

Minority interests

Minority interests are measured at net fair value of the acquirer's identifiable assets, liabilities and contingent liabilities at the date of the acquisition.

Provisions

A provision is recognized if:

- the company has a legal or constructive obligation, arising from a past event; and

- if there is a probable outflow of resources; and

- the amount can be estimated reliably.

The provisions that are created for a period exceeding 12 months are discounted.

The provision for restructuring relates to expected and announced costs of restructuring programs.

A provision for maintenance is recognized for maintenance costs of buildings and equipment based on a long-term maintenance program and mainly relates to properties held as tangible fixed assets.

Employee benefits

Other employee benefits (actuarial)

Provision for other employee benefits concerns mainly jubilee rewards and one-off retirement payments upon employees' departure on retirement. Such benefits are typically provided for on a periodical basis and are calculated on statistical methods by entities themselves or with assistance from actuaries.

Foreign pension plans

Pension plans that are comparable in design and functioning to the Dutch pension system, having a strict segregation of the responsibilities of the parties involved and risk sharing between the said parties (company, fund and participants) are recognized and measured in accordance with Dutch pension plans (see previous section).

Contributions payable to the pension plan administrator are recognized as an expense in the income statement. Contributions payable or prepaid contributions as at year-end are recognized under accruals and deferred income, and prepayments and accrued income, respectively.

For foreign pension plans that are not comparable in design and functioning to the Dutch pension system, a best estimate is made of the commitment as at balance sheet date. This commitment should then be stated on the basis of an actuarial valuation principle generally accepted in the Netherlands.

Defined benefit plans

There were no defined employee benefit plans managed or outsourced by Raben Group or its subsidiaries in 2020 and in 2021, with the exception of a pension plan in Raben Trans European Germany, its fully consolidated subsidiary.

The net obligation in respect of defined benefit pension plans is calculated by estimating 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, and any unrecognized past-service costs and the fair value of any plan assets are deducted. The calculation is performed by a qualified actuary using the projected unit credit method.

Long-term debt

Financial liabilities

When financial liabilities are recognized initially, they are measured at fair value, plus, in the case of financial liabilities not classified at fair value through profit or loss, directly attributable transaction costs.

Other financial liabilities

After initial measurement, other financial liabilities are carried at amortized cost using the effective interest rate method. Gains or losses are recognized in the profit and loss account when the liabilities are derecognized, as well as through the amortization process.

Securitization program

Liabilities related to securitization program are presented as long-term liabilities. This financing facility is based on trade receivables sold to securitization SPV. Trade receivables which are sold to SPV are not derecognized from consolidated balance sheet. Due to character of the SPV and securitisation program structure the SPV is treated as a fully consolidated business unit (although Raben Group holds no controlling interest in the company).

Leasing

Assessing whether an agreement contains a lease is based on the substance at the inception date of the agreement. The agreement is regarded as a lease if the fulfilment of the agreement depends on the use of a specific asset, or on whether the lease contains the right of use of a specific asset.

Under finance leases (with the risks and rewards of ownership of the lease transferred substantially to the lessee), at the inception of the lease, the lease property and related liability are carried at the lower of the fair value of the lease property at the inception of the lease and the present value of the minimum lease payments. The lease is initially recognized including the initial direct costs incurred by the lessee. Lease payments are apportioned between the interest expense and repayment of the remaining balance of the liability, with the remaining balance of the net liability bearing a constant rate of interest.

The capitalized lease property is depreciated over the shorter of the term of the lease and the useful economic life of the property, if there is no reasonable certainty as to whether ownership of the property is transferred to the lessee at the end of the term of the lease.

Under operating leases, the lease payments are charged to the profit and loss account on a straight-line basis over the term of the lease.

Revenue accounting

Goods sold and service rendered

Revenue from the sale of goods is considered a minor part of Raben Group's business and mainly relates to re-sale of fuel to its subcontractors. Such revenue and also revenue from transport, logistics, shipping and customs services (being the main stream of Raben Group's revenues) is measured at the fair value of the consideration received or receivable, net of returns (if any) and allowances, trade discounts and volume rebates. Revenue is recognized, when the significant risks and rewards of ownership have been transferred to the buyer, recovery of consideration is probable, the associated costs and possible return of goods / claim on services can be estimated reliably, and there is no continuing management involvement with the goods. Transfers of risks and rewards vary depending on the individual terms of the contract of sale.

Rental income

Rental income from investment property is recognized in the profit and loss statement on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

License fees and royalties

License fees and royalties are paid for the use of an entity's assets, for example trademarks, patents and software. Revenue is recognized on transfer of rights to the licensee or on a straight-line basis over the license period.

Costs of outsourced work and other external costs

This concerns costs that are directly attributable to net sales.

Cost of sales

Expenses are determined with due observance of the aforementioned accounting policies and allocated to the financial year to which they relate. Foreseeable and other obligations as well as potential losses arising before the financial year-end are recognized if they are known before the financial statements are prepared and provided all other conditions for forming provisions are met.

Selling, general and administrative expenses

Wages, salaries and social security charges are recognized in the income statement according to the terms of employment to the extent they are due to either employees or the tax authorities.

The group recognizes an obligation if it has demonstrably committed paying a termination benefit or transition payment. If the termination is part of a reorganization, the group includes the costs of a termination benefit or transition payment in a provision for reorganization costs.

Other revenues

Revenue that Group derives from any source other than its normal business operations.

Share in the result from investments in participating interests

The share in the result of participating interests consists of the share of the Group in the result of these participating interests. Results on transactions, where assets and liabilities are transferred between the Group and the non-consolidated participating interests and mutually between non-consolidated participating interests themselves, are eliminated on consolidation. The results of participating interests acquired or sold during the financial year are stated in the Group result from the date of acquisition or until the date of sale respectively.

Corporate income tax

Corporate income tax expense comprises current and deferred tax. Corporate income tax expense is recognized in the profit and loss statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available, against which temporary difference can be utilized. 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 realized. Although deferred tax and liabilities are accounted for and valued separately, they are netted off in the balance sheet if the tax deferrals relate to the same fiscal unity or the same fiscal entity. Deferred tax is presented at nominal value.

Cash flow statement

The cash flow statement has been prepared using the indirect method. Cash flows in foreign currency are translated into euro at the average weighted exchange rates at the dates of the transactions.

Cash flows from financial derivatives that are stated as fair value hedges or cash flow hedges are attributed to the same category as the cash flows from the hedged balance sheet items. Cash flows from financial derivatives, to which hedge accounting is no longer applied, are categorized in accordance with the nature of the instrument as from the date on which the hedge accounting is ended.

If the balance sheet and the profit and loss account are drawn up under the historical cost convention, fair values of items included in the balance sheet and the profit and loss statement have been disclosed in the notes to the financial statements to show a true and fair view.

Determination of fair value

A number of accounting principles and disclosures require the determination of fair values, for both financial and non-financial assets and liabilities. For measurement and disclosure purposes, the fair value is determined. Where applicable, detailed information concerning the principles for determining the fair value are included in the sections that specifically relate to the relevant asset or liability.

Financial assets

The fair value of financial assets is determined on the basis of the listed closing (bid) price as at reporting date. The fair value of investments held to maturity is only determined for the benefit of the disclosures.

Trade and other receivables

The fair value of trade and other receivables is estimated at the present value of future cash flows.

Derivatives

The fair value of forward exchange transactions is based on the quoted market price, if available. If there is no market price available, fair value is estimated based on the expected cash flows discounted at the current interest rates, including a margin for discounting the relevant risks.

Non-derivative financial obligations

The fair value of non-derivative financial commitments is only determined for disclosure purposes and is calculated on the basis of the net present value of future repayments and interest payments, discounted at the market interest rate, including a margin for the relevant risks as at the reporting date. For financial leases, the market interest rate is determined using comparable leasing agreements.

Notes to the consolidated financial statements as at 31 December 2021

1. Intangible fixed assets

The movements of the intangible fixed assets are as follows:

All amounts are expressed in thousands (unless indicated otherwise)

In 2021, capital expenditures in intangible fixed assets amounted to EUR 896k. It relates mainly to expenditures for licenses and software in Poland. Amortisation of licenses, software and other intangible fixed assets amounted to EUR 2.8M.The value of intangible fixed assets was impacted by exchange rate development in the amount of EUR 39k. The reclassification relates to the movement between intangible fixed assets and tangible fixed assets.

Goodwill - additional calculation

In 2021, Raben Group has acquired 100% shares in new companies in Germany, Netherlands and Greece. The table below presents assets and liabilities of acquired business as at acquisition date.

All amounts are expressed in thousands (unless indicated otherwise)

The table below presents the calculation of goodwill related to all acquisitions in 2021. Goodwill is amortised over 5-year period using straight line method.

All amounts are expressed in thousands (unless indicated otherwise)

All three new companies were consolidated using acquisition method under following date of gaining control: Bas Group (the Netherlands) - 1 July 2021, Intertrans (Greece) - 1 August 2021, Luible (Germany) - 1 September 2021.

2. Tangible fixed assets

The movements of the tangible fixed assets are as follows:

All amounts are expressed in thousands (unless indicated otherwise)

In the year 2021, capital expenditures amounted to EUR 87.9M and included mainly investments in land and buildings of EUR 67.3M and machinery & equipment (trucks, trailers, shelves, containers and other equipment) of EUR 20.6M. Disposals & liquidation amounted to EUR 5M and relates mainly to sale of land and buildings (EUR 3.3M) and sale of trailers, containers and other machinery & equipment (EUR 1.7M). The value of tangible assets is deducted by grants received in the amount of EUR 1.2M.

Depreciation for the period amounted to EUR 23.3M. Value of fixed assets was impacted by exchange rate development in the amount of EUR 1.6M. The reclassification relates to the movement between intangible fixed assets and tangible fixed assets.

Depreciation and amortization accounted for in the profit and loss statement and FX differences recorded in equity was as follows:

All amounts are expressed in thousands (unless indicated otherwise)

3. Financial assets

All amounts are expressed in thousands (unless indicated otherwise)

Other financial assets include mainly interest rate caps in Raben Germany Immobillien GmbH, the value of which amounts to EUR 87k as at 31 December 2021 (2020: EUR 111k) and pension fund in Germany amounted to EUR 336k (2020: EUR 208k).

4. Deferred tax assets

Total gross value of deferred tax assets amounted to EUR 6.7M (EUR 8.6M in 2020) and the value of deferred tax asset after netting off with deferred tax liabilities amounted to EUR 3.5M. It relates to temporary tax differences between accounting and tax balance sheets. In 2021, there is no deferred tax assets recognized in relation to tax losses carried forward. Please refer Note 26. As at 31 December 2021, the Group has not recognized a deferred tax asset in the amount of approximately EUR 79M in Germany, EUR 0.9M in Romania, EUR 2M in Czech, EUR 5M in Italy for fiscal losses carried forward for next years.

5. Inventories

All amounts are expressed in thousands (unless indicated otherwise)

Materials comprise of pallets, fuel, packaging and marketing materials. Goods for resale comprise of spare parts, fuel.

6. Trade receivables

Trade receivables presented net of bad debts allowance.

All amounts are expressed in thousands (unless indicated otherwise)

Net amount of trade debtors is after bad debts allowance in the amount of EUR 9,060k which represents 3.9% of trade receivables (on 31 Dec 2020 EUR 9,445k; 5.1% respectively). Part of trade receivables is used as a security for syndicated loan. All amounts are due within one year.

7. Other receivables

All amounts are expressed in thousands (unless indicated otherwise)

All amounts are due within one year.

Prepaid costs

All amounts are expressed in thousands (unless indicated otherwise)

Tax assets and receivables

All amounts are expressed in thousands (unless indicated otherwise)

All amounts are due within one year.

Other receivables

All amounts are expressed in thousands (unless indicated otherwise)

There were no loans or advances granted to Directors and/or to the Supervisory Board.

All amounts are due within one year.

8. Cash and cash equivalents

All amounts are expressed in thousands (unless indicated otherwise)

Cash and cash equivalents include deposits that mature within 30 days. Other liquid assets are all available on demand with the exception of restricted cash.

9. Group equity

Movement on Group Equity

The movement on Group Equity are as follows:

All amounts are expressed in thousands (unless indicated otherwise)

Translation reserves consist of foreign participation translation difference recognized during consolidation and results of intercompany loan valuation according to net investment concept. Increase of translation reserve in the amount of EUR 2M includes effect of translation of foreign participation in the amount of EUR 450k and loan valuation in the amount of EUR 1.5M. Result for the year 2020 was transferred to retained earnings. As at 31 December 2021, the legal reserve created on the basis of article 2: 365 paragraph 2 of the Dutch Civil Code amounted to EUR 5,217k (as at 31.12.2020: EUR 6,586k). The decrease in 2021 can be assigned to amortization (EUR (1.4)M) and exchange rate differences (EUR 31k). It relates to new transportation system presented as intangible assets in the amount of net book value of EUR 5,217k.

10. Provisions

Provisions can be specified as follows:

All amounts are expressed in thousands (unless indicated otherwise)

Deferred tax liabilities

Total gross value of deferred tax liabilities amounted to EUR 4.2M and the value of deferred tax liabilities after netting off with deferred tax asset amounted to EUR 1M. The provision for deferred tax liabilities of EUR 1M relates to temporary tax differences arising in the ordinary course of business.

Provision for restructuring

The restructuring provision includes mainly severance payments related to personnel restructuring. The release of provisions concerns unpaid severance payments.

Employee benefits

The provision for employee benefits includes various retirement and jubilee payments in Polish and German business units.

Polish retirement and jubilee provision

Retirement and jubilee provision in Polish business units in 2021 amounted to EUR 957k (2020: EUR: 1,235k).

German retirement and jubilee provision

Retirement and jubilee provision in Germany in 2021 amounted to EUR 5,114k (2020: EUR 6,025k). It includes defined benefit pension plan in the amount of EUR 4,151k (2020: EUR 4,713k).

Defined benefit pension plan

Raben Trans European Germany has a defined benefit pension plan, where risk of the valuation is attached to the employer, with the exception of insolvency, and not to the employee. There is a fixed amount for supplementary pension, which is dependent on employee number of years in service. There are no new entrants to this pension plan ("betriebliches Versorgungswerk") as it was closed down in February 2003. For existing members with pension rights, the company orders, on an annual basis an actuarial valuation to determine the present value of the funded obligations.

The actuarial assumptions are as follows:

An actuarial valuation for pension obligation was made in respect of the year 2021 and resulted in the amount EUR 4,151k (2020: EUR 4,713k).

All amounts are expressed in thousands (unless indicated otherwise)

Other provision

Other provision consists mainly of costs of onerous contracts, legal cases and provision for obligatory repairs. All are long-term provision.

11. Non-current finance liabilities

All amounts are expressed in thousands (unless indicated otherwise)

Long term finance liabilities value measured at amortized cost is close to fair value.

Syndicated loan

In July 2021, Raben Group signed the amendment and restatement of syndicated loan agreement which has extended the term of the syndicated loan by 5 years with an additional 2 years extension option and increased the limit up to 225 m EUR. Additionally, sustainability linked mechanisms was implemented in this amendment. Interest is calculated based on 3M EURIBOR+ margin. Syndicated loan is securitized by assignment of rights under commercial contracts, intra-group agreements and insurance agreements and first ranking land charges on the real estate property in Germany and Poland. Syndicated loan was formed by Commerzbank AG, mBank S.A., ING Bank Śląski SA, Coöperatieve Rabobank U.A., BNP Paribas Bank Polska S.A., PKO Bank Polski S.A. and UniCredit Bank AG. ING Bank Śląski is acting as the facility's agent and security agent, Coöperatieve Rabobank U.A. as the documentation coordinator and BNP Paribas Bank Polska S.A. as the sustainability coordinator.

Securitisation program

In August 2021, Raben Group entered into securitization program. It is financing facility based on trade receivables sold by German and Italian subsidiaries to Raben Trade Receivables B.V. (securitisation SPV). The transaction is funded by a senior loan provided by Nieuw Amsterdam Receivables Corporation B.V. (Rabobank Securitisation Conduit) or Rabobank (in certain market situations e.g., in case of ABCP market disruption). Interests for senior loan are calculated based on Nieuw Amsterdam cost of fund plus margin for drawn and undrawn funds. Securitisation agreement was signed for 3 years period with extension option. Total limit of securitisation facility amounts to EUR 60M. Based on the assumed accounting policy the receivables stay recognized within the consolidated balance sheet and securitisation SPV is treated as fully consolidated entity.

Other loans received

Total other loans amount to EUR 6,481k (2020: EUR 5,949k) of which the long-term part total EUR 5,128k (2020: EUR 4,924k) (note 11) and the short-term EUR 1,353k (2020: EUR 1,025k) (please refer to note 13).

The most significant position is loan received from Commerzbank amounting to EUR 4,878k (long-term EUR 4,361k, short-term EUR 517k).

Finance lease liability

Financial leasing is used in connection with equipment financing.

All amounts are expressed in thousands (unless indicated otherwise)

Total lease liabilities amount to EUR 16,352k (2020: EUR 20,422k) of which the long-term portion total EUR 11,899k (2020: EUR 11,117k) (note 11) and the short-term EUR 4,453k (2020: EUR 9,305k) (please refer to note 13).

The most significant lease liabilities and lessors include:

• Cooperatieve Rabobank U.A. amounting to EUR 7,255k (long-term EUR 6,386k, short-term EUR 869k), 2020: EUR 6,363k;

• BNP Paribas SA amounting to EUR 3,056k (long-term EUR 1,495k, short-term EUR 1,561k), 2020: EUR 3,108k;

• ING Lease Sp. z o.o. amounting to EUR 1,486k (long-term EUR 1,334k, short-term EUR 152k), 2020:EUR 5,628k;

• HP Finance amounting to EUR 1,259k (long-term EUR 703k, short-term EUR 556k), 2020: EUR 1,585k;

• PKO Leasing SA amounting to EUR 1,486k (long-term EUR 931k, short-term EUR 556k), 2020: EUR 2,555k;

• Other amounting to EUR 1,810k (long-term EUR 1051k, short-term EUR 759k), 2020: EUR 1,183k.

12. Other liabilities long term

Other long-term liabilities consist of deferred income related to real estate rental bonuses in the amount of EUR 10,682k (2020: EUR 7,624k) and liability related to acquisitions in the amount of EUR 1,950k (2020: EUR 0).

13. Current finance liabilities

All amounts are expressed in thousands (unless indicated otherwise)

Reclassifications to current liabilities are related to the passage of time.

14. Trade liabilities

All amounts are expressed in thousands (unless indicated otherwise)

All amounts are due within one year.

Raben Group has organized a supplier finance programs for its selected suppliers and subcontractors. As part of this initiative a third-party institution offers Group's selected suppliers early payment for their invoices to the Group in exchange for a pre-agreed discount for early payment. Consequently, a significant number of Raben Group's suppliers are using this program. The total value of supplier liabilities that have been included in the program as at 31 December 2021 amounted to EUR 53.9M (2020: EUR 46.1M). These liabilities are in ordinary course of business and within payment terms agreed with suppliers.

In the profit and loss statement, the cost of factoring and income from discounting supplier invoices has been disclosed as part of other operating expenses (net impact).

15. Trade accruals

All amounts are expressed in thousands (unless indicated otherwise)

All amounts are due within one year. Trade accrual increase is mainly related to newly acquired business units and the increase of accrual for pallets.

16. Payroll, Tax & other liabilities

All amounts are expressed in thousands (unless indicated otherwise)

All amounts are due within one year.

Tax liabilities

All amounts are due within one year.

Óther liabilities

All amounts are expressed in thousands (unless indicated otherwise)

17. Financial instruments

General

In the normal course of business, the Group uses various financial instruments that expose the Group to market and/or credit risks. These relate to financial instruments that are included in the balance sheet. The Group does not trade in these financial derivatives and follows procedures and lines of conduct to limit the size of the credit risk with each counterparty and market. If a counterparty fails to meet its payment obligations to the Group, the resulting losses are limited to the fair value of the instruments in question. The contract value or principal amounts of the financial instruments serve only as an indication of the extent to which such financial instruments are used, and not of the value of the credit or market risks.

Credit risk

Credit risk is not concentrated around any major customers. The company operates with a rich portfolio of customers and in diverse geographical markets and industry segments and therefore is not dependent on key customers, industries or markets. The underlying risks are managed through a robust credit evaluation and cash collection processes.

Liquidity risk

The Company's operations, loans and investments are financed by short and long-term debt instruments. Management regularly reviews the funding position to ensure that adequate facilities are in place.

Foreign exchange risk

The Company operates in multiple European countries which gives rise, for non-EUR zone countries, to a foreign exchange risk. Management understands the associated risks with this operating structure and can mitigate should they deem this necessary. The preference is always, where possible, to set up the structure of revenue, costs, inflows and outflows in a country so that natural hedge is possible.

Interest rate risk

The interest rate risk is limited to possible changes in the fair value of loans taken up and granted. These loans carry a variable interest rate. Loans are held until maturity. In 2021 and 2020, the Group used two types of interest rate derivatives: Interest rate caps and Interest rate swaps (IRS).

Interest rate caps

In 2010, Raben Germany Immobillien GmbH entered into interest rate caps with view to hedge interest rate risk. The total cost of the interest rate caps amounts to EUR 24k and has been accounted in the amount of EUR 87k as financial assets as at 31 December 2021 (2020: EUR 111k).

Interest rate swaps

Raben Group N.V. and its subsidiaries entered into interest rate swaps (IRS) agreements. There are 2 separate IRS, with maturity date until October 2022. As at 31 December 2021, the fair value of IRS contracts liability was EUR 70k (2020: EUR 157k), of which EUR 70k (2020: EUR 124k) was short-term.

Fair value

The fair value of all of the financial instruments stated on the balance sheet, including accounts receivable, cash at bank and in hand and current liabilities, is at or close to, the carrying amount.

18. Off-balance sheet liabilities

As the year-end 2021, value of contracted capital commitments amounted to EUR 53M (2020: EUR 47.3M) and other off-balance sheet liabilities amounted to EUR 5.4M (2020: EUR 0) related to Purchase Agreement of 100% zero-emission energy from solar farms.

19. Operating leases and rentals

The Group leases a number of real estates, means of transportation and other machinery & equipment under operating lease or rental agreements. The operational lease and long-term rental costs are recognized in the profit and loss statement on a straight-line basis over the lease term and the costs associated with these contracts is routinely included in cost of sales and operating costs.

The present value of future minimum payments under non-cancellable leases and rentals are as follows:

All amounts are expressed in thousands (unless indicated otherwise)

The increase of value is mainly due to new property lease agreements in Poland and Germany. Discounted at 5% discount rate.

20. Contingencies

Guaranties

All amounts are expressed in thousands (unless indicated otherwise)

In 2021, guarantees amounted to EUR 18,270 of which EUR 8,887k terminates within 1 year, EUR 3,022k within the period from 1 up to 5 years, EUR 6,361k longer than 5 years.

In 2020, guarantees amounted to EUR 22,321k of which EUR 17,179k terminates within 1 year, EUR 177k within the period from 1 up to 5 years, EUR 4,965k longer than 5 years.

Legal claims

There are a few claims that have been filed against the company and/or group companies, which the company disputes. Although the outcome of these disputes cannot be predicted with any certainty, it is assumed - partly on the basis of legal advice - that these will not have any significant impact on the consolidated financial position. Where the company is of the opinion that the negative outcome is more probable than not, adequate provisions were recorded as of 31 December 2021 and disclosed under note 10.

German Minimum Wage Act

The Act on the German minimum wage - MiLoG - is effective from 1 January 2015. The German Government acknowledged competence of the EU directive on the posting also for the transport sector, national and international drivers carrying out their work in this country should receive minimum remuneration. Act since its introduction was controversial particularly in terms of the actual restrictions on the free movement of goods and services. As a result, on 19 May 2015, the European Commission initiated investigation EU Pilot against the Government of Federal Republic of Germany, which in the first phase led to the suspension of the Act for shipments carried in transit. The final outcome of proceedings is not known at this moment, and the detailed process is not disclosed. So far, despite addressed through official channel requests from the national administrations, the German authorities has not made clear official interpretation of the elements of the local remuneration systems which may be included in the German minimum wage. The Group's subsidiaries adapt their systems to the needs of keeping appropriate records and periodically carries out checks on compliance with the law in accordance with the above interpretation. They do not show any significant deviations.

21. Net turnover

All amounts are expressed in thousands (unless indicated otherwise)

22. Cost of sales

All amounts are expressed in thousands (unless indicated otherwise)

Depreciation included in cost of sales amounting EUR 9,230k, relates to the depreciation of trucks, trailers, containers, forklifts and other machinery and equipment.

23. Selling, general and administrative expenses

All amounts are expressed in thousands (unless indicated otherwise)

Amortisation and depreciation in selling, general and administrative expenses in the amount of 16,916k EUR relates to:

- 2.807k EUR - amortisation of intangibles assets;

- 14,109k EUR - depreciation of buildings, personal cars, IT and other equipment.

Pension contribution costs

Pension contribution costs are included in line "salary and social security charges" in "Cost of Sales" as well as in "Selling, general and administrative expenses".

Total value of pension contribution costs are presented in table below:

All amounts are expressed in thousands (unless indicated otherwise)

Average number of personnel in year 2021 (FTE) was:

Exceptional items

All amounts are expressed in thousands (unless indicated otherwise)

In 2021, the Raben Group recognized EUR 2,028k as exceptional items.

They are presented separately in order to distinguish nonrecurring transactions from ordinary business operating results. The items are stated separately to give a normalized view of the primary activities of the Group, and they are part of general expenses. Exceptional items are not directly attributable to the ordinary operating activities.

24. Other operating revenue

All amounts are expressed in thousands (unless indicated otherwise)

25. Financial result

All amounts are expressed in thousands (unless indicated otherwise)

Other financial expenses include bank charges and commission fees. The income and expenses from foreign exchange differences are netted and relate mainly to intercompany loans valuation and are presented in the netted amount.

26. Taxation

The tax expense in the profit and loss statement over 2021 amount to EUR 22,076k (2020: EUR 15,942k) and includes the following components:

All amounts are expressed in thousands (unless indicated otherwise)

Consolidated effective tax rate reconciliation:

Nominal tax rate differs between countries from 9% to 30%.

27. Cash flow notes

All amounts are expressed in thousands (unless indicated otherwise)

Additions to tangible and intangible fixed assets on the cash flow statement only include additions for which cash payments were made in 2021.

28. Transactions with related companies

Except for transactions with subsidiaries that were eliminated during the consolidation, there were no transactions with related parties in 2020 and 2021, including relationships between the companies, the company's participating interests and the company's directors and executive officers (key management personnel). There were no related parties' transactions outside the normal course of business.

No dividend was received from participating interests neither during 2021 nor during 2020.

29. Covid-19

The impact of the global Covid-19 pandemic has been limited for 2021, due to proactive measures taken in 2021. There are no significant negative effects of the COVID-19 pandemic on business, financial circumstances and/or operating results observed. The management is following the developments regarding the COVID-19 pandemic and will act as necessary to avoid possible negative effects in the future. Based on the above, management estimates that the COVID-19 pandemic does not significantly affect continuity.

30. Subsequent events

Acquisitions after the reporting date

In December 2021, the Group has signed a conditional acquisition agreement of Bexity GmbH a market leader in Austria in transport and logistics. The closing of this transaction took place as of 28 February 2022. As a result the Group has acquired 100% of shares in Bexity GmbH. As at the date of this Annual Report the financial statements of target at closing date were not available. Therefore the Group is not presenting planned acquisition accounting of that transaction.

Situation in Ukraine

Raben Group operates on Ukrainian market with own subsidiary. From 24 February 2022, the country is at war and the business operations in Ukraine is stopped. Share of revenue of Ukraine in Raben Group is 1.5% and external net assets engaged in Ukraine market as at 31 December 2021 amounted to EUR 11.6M (including tangible fixed assets amounted to EUR 8.8M, trade receivables EUR 4M, cash 2.4M, trade and other payables and accruals EUR 3.6M). As at the date of this Annual Report, it is too early to estimate the impact on the valuation of assets of Ukrainian subsidiary.

OTHER INFORMATION

Articles of Association provisions governing profit appropriation

Profit is appropriated in accordance with article 20 of the Articles of Association, which states that the management board shall determine, with the approval of the supervisory board, the portion of the profit to be added to reserves. The remaining profit shall be at the disposal of the General Meeting.

Bestätigungsvermerk

Independent auditor's report

Independent auditor's report

To: the shareholders supervisory board and management of Raben Group N.V.

Report on the audit of the financial statements 2021 included in the annual report

Our opinion

We have audited the financial statements 2021 of Raben Group N.V. based in Oss.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of Raben Group N.V. as at 31 December 2021 and of its result for 2021 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

- The consolidated and company balance sheet as at 31 December 2021 .

- The consolidated and company profit and loss account for 2021 .

- 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 of 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 Raben Group N.V. in accordance with the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), 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 believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 that consists of: . The management board's report . Other information as required by Part 9 of Book 2 of the Dutch Civil Code Based on the following procedures performed, we conclude that the other information: . Is consistent with the financial statements and does not contain material misstatements . Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code

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 substantially less than the scope of those performed in our audit of the financial statements.

Management is responsible for the preparation of the other information, including the management board's report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Description of responsibilities regarding the financial statements

Responsibilities of management and the supervisory board for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management 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.

As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting, unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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.

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 for one 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 entity's internal control

- Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

- Concluding on the appropriateness of management'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 the 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 a company to cease to continue as a going concern

- Evaluating the overall presentation, structure and content of the financial statements, including the disclosures .

- Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

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.