Tosoh Europe NV

Tosoh Europe NV

Griesheim

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

Tosoh Europe NV

Tessenderlo/Belgien

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ANNUAL ACCOUNTS AND/OR OTHER DOCUMENTS TO BE FILED IN ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

IDENTIFICATION DETAILS (at the filing date)

NAME: TOSOH EUROPE

Legal form: Public limited company

Address: Transportstraat

Nr.: 4

Box:

Postal code: 3980

Town: Tessenderlo

Country: Belgium

Register of legal persons - Commercial court: Antwerpen, Division Hassel

Website¹ :

E-mail address¹

Company registration number 0425.952.041

DATE 08 / 02 / 2024 of filing the most recent document mentioning the date of publication of the deed of incorporation and of the deed of amendment of the articles of association.

This filing concerns:

[X] the ANNUAL ACCOUNTS in [EURO] approved by the general meeting of [07 / 06 / 2024]

[X] the OTHER DOCUMENTS

regarding

the financial year covering the period from 01/01/2023 to 31/12/2023

the preceding period of the annual accounts from 01 / 01 / 2022 to 31 / 12 / 2022

The amounts for the preceding period are /[XXXXX]² identical to the ones previously published.

Total number of pages filed: .39 Numbers of the sections of the standard model form not filed because they serve no useful purpose: 6.1, 6.2.2, 6.2.4, 6.2.5, 6.3.4, 6.3.5, 6.3.6, 6.4.2. 6.5.2, 6.8, 6.14, 6.17, 6. 18.2, 6.19, 6.20, 8, 9, 11, 12, 13, 14, 15

¹ Optional mention.

² Strike out what does not apply.

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LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Represented by:

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DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 5 of the law of 17th March 2019 concerning the professions of accountant and tax advisor.

The annual accounts [wore] / were not^* audited or corrected by a certified accountant or by a company auditor who is not the statutory auditor.

If affirmative, mention hereafter: surname, first names, profession and address of each certified accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

If the tasks mentioned under A. or B. are executed by accountants or tax accountants, you can mention hereafter: surname, first names, profession and address of each accountant or tax accountant and his/her affiliation number with the Institute of Tax Advisers and Accountants (ITAA) and the nature of his/her assignment.

^* Strike out what is not applicable.
^** Optional information.

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ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

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⁴ Amount to substract of the issued capital
⁵ Amount to substract from the other part of the equity

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INCOME STATEMENT

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APPROPRIATION ACCOUNT

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STATEMENT OF INTANGIBLE FIXED ASSETS

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STATEMENT OF TANGIBLE FIXED ASSETS

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F-cap 6.4.1

STATEMENT OF FINANCIAL FIXED ASSETS

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F-cap 6.5.1

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES

The following list mentions the companies in which the company holds a participating interest (recorded in headings 280 and 282 of assets), as well as the companies in which the company holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10% of the capital, the equity or a class of shares of the company.

F-cap 6.6

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

F-cap 6.7.1

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

F-cap 6.7.2

SHAREHOLDERS’ STRUCTURE OF THE COMPANY AT YEAR-END CLOSING DATE

As reflected in the notifications received by the company pursuant to article 7:225 of the Belgian Companies and Associations Code, article 14 fourth paragraph of the law of 2 May 2007 on the publication of major holdings and article 5 of the Royal Decree of 21 August 2008 on further rules for certain multilateral trading facilities.

F-cap 6.9

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

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OPERATING RESULTS

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FINANCIAL RESULTS

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INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

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INCOME TAXES AND OTHER TAXES

F-cap 6.15

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

F-cap 6.16

FINANCIAL RELATIONSHIPS WITH

Mentions related to article 3:64, §2 and §4 of the Companies and Associations Code

F-cap 6.18.1

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

The enterprise has prepared and published consolidated accounts and a consolidated report

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

Name, full address of the registered office and, if the enterprise is subject to Belgian law, the enterprise identification number of the parent company (ies) and the specifications whether the parent enterprise (s) prepare (s) and publish (es) consolidated accounts which includes the annual accounts of the enterprise^* :

If the parent enterprise(s) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained^* :

^* Where the annual accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the lowest level on the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published.

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OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANIES AND ASSOCIATIONS CODE NEER TE LEGGEN DOCUMENTEN

MANAGEMENT REPORT

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SOCIAL BALANCE SHEET

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

TRANSLATION

ANNUAL REPORT OF THE BOARD (to present at the Shareholders Meeting of June 7, 2024 in Tessenderlo)

Dear Shareholders,

In accordance with applicable legal and statutory requirements, we have the pleasure to report to you on the company's operations for the book year ended December 31, 2023, and, to present to you the annual accounts as of that date.

As could be deducted from the annual accounts, the company realized a turnover of EUR 60.641.036 in 2023, compared to EUR 55.293.791 in 2022, an increase of 9.7 %.

The company realized a gain of EUR 16.565.540, vs. a net result of EUR 2.795.512 in 2022.

The most significant turnover increase vs. 2022 was in Germany (+ 1.3 MM EUR, or + 15% turnover increase), in the Maghreb countries (+2 MM EUR, or + 32 % turnover increase) and in in Spain/Portugal (total turnover in 2023: EUR 2.650.000 or + 23% vs. 2022).

The Directors propose to carry-over the accumulated earnings (EUR 36.230.220), after the deduction of the allocation to the legal reserves (EUR 90.962) and the dividend (EUR 17.782.043) to the next year (EUR 18.357.215).

During the book year, the company has not been using any financial instruments which are of any significance towards the appreciation of its assets, liabilities, financial position and results.

The company has affiliates in France, Germany and the Netherlands. The results of these affiliates are included in the consolidated annual accounts.

The main risks and uncertainties the company has to face with are the following:

The efforts over the past years to control the operational activities of the company in a more efficient way need to be continued : the price erosion and the continued consolidation efforts in the EU and emerging markets keep on putting high pressure on the operational results of the company.

In that respect, the Management is looking for growth plans, and collaboration activities with R&D companies to strengthen the growth of the company on the midterm.

There are no overdue debts due with respect to tax administration and social security. The company has adequate liquidity in cash to continue the operations.

No research and development took place. Research and development is the full responsibility of the parent company in Japan.

There are no significant events after December 31, 2023.

We ask you to approve the proposed annual accounts and to discharge the members of the Board and the Accountants (KPMG) regarding the exercise of their mandate.

Sincerely yours,

Statutory auditor's report to the general meeting of Tosoh Europe NV on the annual accounts as of and for the year ended December 31, 2023

FREE TRANSLATION OF UNQUALIFIED STATUTORY AUDITOR’S REPORT ORIGINALLY PREPARED IN DUTCH

In the context of the statutory audit of the annual accounts of Tosoh Europe NV (“the Company”), we provide you with our statutory auditor’s report. This includes our report on the annual accounts for the year ended December 31, 2023, as well as other legal and regulatory requirements. Our report is one and indivisible.

We were appointed as statutory auditor by the general meeting of June 2, 2023, in accordance with the proposal of the board of directors. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ending December 31, 2025. We have performed the statutory audit of the annual accounts of Tosoh Europe NV for 19 consecutive financial years.

Report on the annual accounts

Unqualified opinion

We have audited the annual accounts of the Company as of and for the year ended December 31, 2023, prepared in accordance with the financial reporting framework applicable in Belgium. These annual accounts comprise the balance sheet as at December 31, 2023, the income statement for the year then ended and notes. The balance sheet total amounts to EUR 89.139.539 and the income statement shows a profit for the year of EUR 16.565.540.

In our opinion, the annual accounts give a true and fair view of the Company’s equity and financial position as at December 31, 2023 and of its financial performance for the year then ended in accordance with the financial reporting framework applicable in Belgium.

Basis for our unqualified opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs") as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the "Statutory auditors' responsibility for the audit of the annual accounts" section of our report. We have complied with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the independence requirements.

We have obtained from the board of directors and the Company’s officials the explanations and information necessary for performing our audit.

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

Board of directors’ responsibilities for the preparation of the annual accounts

The board of directors is responsible for the preparation of these annual accounts that give a true and fair view in accordance with the financial reporting framework applicable in Belgium, and for such internal control as the board of directors determines, is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the board of directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Statutory auditor’s responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance as to whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these annual accounts.

When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the annual accounts in Belgium. The scope of the statutory audit of the annual accounts does not extend to providing assurance on the future viability of the Company nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Company. Our responsibilities regarding the going concern basis of accounting applied by the board of directors are described below.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures:

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

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the board of directors' annual report on the annual accounts, of the documents required to be filed in accordance with the legal and regulatory requirements, for maintaining the Company's accounting records in compliance with the applicable legal and regulatory requirements, as well as for the Company's compliance with the Companies' and Associations' Code and the Company's articles of association.

Statutory auditor’s responsibilities

In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors' annual report on the annual accounts, certain documents to be filed in accordance with legal and regulatory requirements as well as compliance with certain requirements of the Companies' and Associations' Code and with the Company's articles of association, and to report on these matters.

Aspects concerning the board of directors’ annual report on the annual accounts

Based on specific work performed on the board of directors’ annual report on the annual accounts, we are of the opinion that this report is consistent with the annual accounts for the same period and has been prepared in accordance with articles 3:5 and 3:6 of the Companies’ and Associations’ Code.

In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors’ annual report on the annual accounts contains material misstatements, that is information incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.

Information regarding the social balance sheet

The social balance sheet, which is to be filed with the National Bank of Belgium in accordance with article 3:12 §1 8° of the Companies’ and Associations’ Code, includes, with respect to form and content, the information required by law, including the information regarding salaries and training, and does not present any material inconsistencies with the information that we became aware of during the performance of our engagement.

Information about the independence

Other aspects