ARTECO NV, Germany

ARTECO NV, Germany

Hamburg

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

ARTECO NV

Schoten/Belgien

F-cap 1

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: Arteco

Legal form: Public limited company

Address: Metropoolstraat

Nr.: 25

Box:

Postal code: 2900

Town: Schoten

Country: Belgium

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

Website1: www.arteco-coolants.com

E-mail address ¹ : maarten.nachtergaele@arteco-coolants.com

DATE 12 / 05 / 2017 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 19 / 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 [are not] ² identical to the ones previously published.

Total number of pages filed: 75 Numbers of the sections of the standard model form not filed because they serve no useful purpose:

¹ Optional mention.
² Strike out what does not apply.

F-cap 2.1

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:

F-cap 2.2

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 [were] / 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.

F-cap 3.1

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

F-cap 3.2

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

F-cap 4

INCOME STATEMENT

F-cap 5

APPROPRIATION ACCOUNT

F-cap 6.1

EXPLANATORY DISCLOSURES

STATEMENT OF FORMATION EXPENSES OR CAPITAL INCREASE EXPENSES, LOAN ISSUE EXPENSES AND RESTRUCTURING COSTS

F-cap 6.2.1

STATEMENT OF INTANGIBLE FIXED ASSETS

F-cap 6.2.2

F-cap 6.2.3

F-cap 6.2.4

F-cap 6.2.5

F-cap 6.3.1

STATEMENT OF TANGIBLE FIXED ASSETS

F-cap 6.3.2

F-cap 6.3.3

F-cap 6.3.4

F-cap 6.3.5

F-cap 6.3.6

F-cap 6.4.1

STATEMENT OF FINANCIAL FIXED ASSETS

F-cap 6.4.2

F-cap 6.4.3

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 6.5.2

LIST OF COMPANIES FOR WHICH THE COMPANY HAS UNLIMITED LIABILITY IN THE CAPACITY OF UNLIMITED LIABLE PARTNER OR MEMBER

The annual accounts of each company for which the company has unlimited liability is added to the present statement and published jointly, unless reason for not complying with this requirement is mentioned in the second column using the appropriate code (as defined below: A, B, C or D).

The annual accounts of the indicated 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 6.8

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

F-cap 6.9

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

F-cap 6.10

OPERATING RESULTS

F-cap 6.11

FINANCIAL RESULTS

F-cap 6.12

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

F-cap 6.13

INCOME TAXES AND OTHER TAXES

F-cap 6.14

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

SUPPLEMENT RETIREMENTS OR SURVIVORS PENSION PLANS IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE

Brief description

Measures taken by the enterprise to cover the resulting charges

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 6.17

DERIVATIVES NOT MEASURED AT FAIR VALUE

FOR EACH CATEGORY OF FINANCIAL DERIVATIVES NOT MEASURED AT FAIR VALUE

Reasons for not reducing the book value

Informations that suggest than the book value will be recovered

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 neither prepares nor publishes consolidated financial statements and a relating annual report for one of the following reasons

The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts in which annual accounts of the enterprise are included

If yes, justification of the compliance with all conditions for exemption set out in art. 3:26, §2 and §3 of Company Law

Name, full address of registered office and, for an enterprise governed by Belgian Law, the V. A. T. or national number of the parent company preparing and publishing the consolidated accounts required

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.

F-cap 6.18.2

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE ENTERPRISE IN BELGIUM WITH AUDITORS OR WITH PEOPLE THEY ARE LINKED TO

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

F-cap 6.19

VALUATION RULES

Waarderingsregels Beginsel

De waarderingsregels werden vastgesteld overeenkomstig de bepalingen van het Koninklijk besluit van 29 april 2019 tot uitvoering van het Wetboek van Vennootschappen. Bij de opstelling van de waarderingsregels werd eveneens rekening gehouden met de aard van de activiteit.

Bijzondere regels

1. Oprichtingskosten

Waardering tegen aanschaffingsprijs en afschrijving tegen jaarlijks maximum 20%, indien deze niet onmiddellijk ten laste genomen worden.

2. Immateriële vaste activa

Waardering tegen aanschaffingsprijs en afschrijving tegen hiernavolgende jaarlijkse percentages:

Het afschrijvingspercentage is aangepast aan het economisch doel van het project.

3. Materiële vaste activa

Waardering tegen aanschaffingswaarde, eventueel verhoogd met bijkomende kosten. De investeringen worden lineair afgeschreven tegen de hiernavolgende percentages:

Installaties

4. Handelsvorderingen

Waardering tegen nominale waarde. Waardevermindering wordt toegepast ingeval van risico van niet-recuperatie.

5. Vorderingen en Schulden

Waardering tegen nominale waarde. Waardevermindering wordt toegepast ingeval van oninbaarheid of blijvend waardeverlies.

Vorderingen en schulden in vreemde valuta worden gewaardeerd tegen de wisselkoers op het einde van het boekjaar. Niet-gerealiseerde positieve omrekeningsverschillen worden overgedragen naar volgend boekjaar.

6. Financiële derivaten.

Renteswaps (interest rate swaps) worden opgenomen onder de orderrekeningen. Bij een indekkingsverrichting van een lening

worden de te ontvangen en te betalen interesten op de componenten van de renteswap op nettobasis opgenomen in financiële kost of financiële opbrengst.

Cross currency swaps worden opgenomen onder de orderrekeningen. Bij een indekkingsverrichting van een monetair activa en passiva

wordt de ingedekte balanspost gewaardeerd aan de termijnkoers opgenomen in de cross currency swap. De ontvangen en te betalen interesten op

de componenten van de cross currency swap worden respectievelijk opgenomen in andere financiële opbrengsten en in andere financiële kosten.

7. Voorraden

De voorraad grond- en hulpstoffen wordt gewaardeerd tegen de aanschaffingsprijs volgens FIFO-methode.

De voorraad gereed product wordt gewaardeerd tegen vervaardigingsprijs volgens de methode van gewogen gemiddelde prijzen. De vervaardigingsprijs omvat de kostprijs van de verbruikte gronden hulpstoffen en de fabricatiekost. Goederen die gedurende een bepaalde periode niet meer bewogen zijn, worden als dode stock beschouwd. Hiervoor wordt een waardevermindering van de stock toegepast.

8. Fiscale en sociale voorzieningen

Deze voorzieningen worden gevormd overeenkomstig de legale en fiscale bepalingen die van toepassing zijn.

9. Opneming van de buitenlandse bijkantoren in vreemde munten

De omrekening van de bijkantoren in vreemde munten, die niet geïntegreerd zijn in het ERP systeem, gebeurt per kwartaal volgens de monetaire/niet monetaire methode waarbij de positieve en negatieve omrekeningsverschillen in resultaat worden genomen.

BELANGRIJKE TRANSACTIES MET VERBONDEN ONDERNEMINGEN BUITEN NORMALE MARKTVOORWAARDEN, ZOALSOMSCHREVEN IN KONINKLIJK BESLUIT VAN 10 AUGUSTUS 2009

"Bij gebrek aan wettelijke criteria die toelaten om de transacties met verbonden partijen buiten normale marktvoorwaarden te inventariseren, werd geen enkele transactie opgenomen in de staat XVIIIbis. Het geheel van de transacties met verbonden partijen wordt ter informatie en met het oog op transparantie bekendgemaakt in volgende vrije toelichting:

Als related party transactions worden beschouwd alle handelingen met de leden van de Raad van Bestuur, de leden van het Directiecomité, Arteco's aandeelhouders TotalEnergies (50%) en Chevron (50%) en alle ondernemingen die verbonden zijn met, maar niet volledig toebehoren aan de groep TOTALENERGIES of de groep CHEVRON. Er zijn geen transacties met de leden van het Directiecomité en de Raad van Bestuur.

Transacties met marktreferentie

De transacties die ARTECO is aangegaan met bovenstaande ondernemingen, betreffen leveringen van antivriesproducten aan de normale marktvoorwaarden en binnen een normale commerciële verhouding. Transacties zonder marktreferentie

Naast de leveringen, ontvangt ARTECO van de TOTALENERGIES groep diensten zoals productie en administratieve diensten betreffende deze productie. Deze diensten worden op basis van een door beide aandeelhouders getekende serviceovereenkomst gefactureerd."

F-cap 6.20

OTHER INFORMATIONS TO DISCLOSE

As a consequence of the European Union sanctions recorded on the Regulations EU No 2022/576 including coolants concentrates and super concentrates, Arteco has stopped all commercial activities in Russia since February 24th, 2022, and until further notice.

As of December 31, 2023, Arteco has a Russian EUR bank account with UniCredit of €624k, and a bank account in Russian Rubles valued in EUR at €251k, according to the exchange rate published by the National Bank of Russia, on December 31, 2023.

The funds in the EURO bank account are currently restricted as per local Russian legislation, hence the resource is not available for Arteco. Nevertheless, Arteco will continue trying to repatriate the cash to Belgium, considering local and international regulations. The funds in the bank account in Russian Rubles are not restricted and are used to pay the necessary costs of the dormant Russian branch.

To this end, Arteco's board of directors has approved the 2024 budget.

In view of the geopolitical situation and the uncertainty surrounding the further evolution of local legislation in Russia, the Board of Directors has assessed the recoverable value of the cash in the bank accounts in Russia at the balance sheet date in accordance with Articles 3.52 and 3.53 of the Royal Decree of 29 April 2019:

Article 3:52: " impairments on cash investments and cash at bank are recorded when the realizable value is lower than the acquisition value at the closing date".

Article 3:53: " Additional value reductions are recorded on cash investments and cash at bank when there are changes in their realizable value or market value, or when risks exist that are inherent to the nature of the products concerned or to the conducted operations."

Based on what is explained above, the Board of Directors is still of the opinion that there is considerable doubt as to recover the funds from the EUR bank account and concludes that the realisation value at the closing date is zero. Based on the business plan, the Board of Directors decides that the realisable value of the bank accounts in Russian Rubles is lower than the book value.

Consequently, of the write-downs amounting to €923k recorded in 2022, an amount of €154k was reversed and booked under non-recurring financial costs.

F-cap 7

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

See next page.

Free English Translation

ANNUAL REPORT OF BOARD OF DIRECTORS FISCAL YEAR OF 01/01/2023 TILL 31/12/2023

Dear,

Hereby we have the pleasure, pursuant to legal and statutory requirements, to report to you with regard to the financial year 2023.

In accordance with art. 3:1 of the New Belgian Company Code, we have made up an inventory of the annual accounts. The law on accounting and the annual accounts of companies have been taken into account.

The accounting is kept in accordance with the principle of double entry. An updated accounting system is in place and the general ledger accounts are regularly updated in real-time.

All elements of the assets and liabilities are valued according to the rules determined by the board of directors and taking into account the legal requirements.

The annual accounts have been drawn up in accordance with the scheme presented by the law and all foreseeable risks, possible losses and devaluations have been taken into account.

Depreciation, write-downs and provisions for risks and charges, regardless of the result have been taken into account and have been systematically formed.

As far as the profit and loss accounts are concerned, we close the financial year with a profit of € 16.071.636,99 and we propose you to approve the following result processing:

During 2023, dividends were paid out of the available reserves for the amount of 14 million euros. This by means of 4 interim dividends, in respect to the resolution of the special general assembly held the 4th of April, 4th of July, 5th of September and the 22nd of November 2023.

The obtained results can be presented as follows:

Information about circumstances that could significantly influence the development of the company

As a consequence of the European Union sanctions recorded on the Regulations EU No 2022/576 including coolants concentrates and super concentrates, Arteco has stopped all commercial activities in Russia since February 24th, 2022, and until further notice.

As of December 31, 2023, Arteco has a Russian EUR bank account with UniCredit of €624k, and a bank account in Russian Rubles valued in EUR at €251k, according to the exchange rate published by the National Bank of Russia, on December 31, 2023.

The funds in the EURO bank account are currently restricted as per local Russian legislation, hence the resource is not available for Arteco. Nevertheless, Arteco will continue trying to repatriate the cash to Belgium, considering local and international regulations.

The funds in the bank account in Russian Rubles are not restricted and are used to pay the necessary costs of the dormant Russian branch.

To this end, Arteco's board of directors has approved the 2024 budget.

In view of the geopolitical situation and the uncertainty surrounding the further evolution of local legislation in Russia, the Board of Directors has assessed the recoverable value of the cash in the bank accounts in Russia at the balance sheet date in accordance with Articles 3.52 and 3.53 of the Royal Decree of 29 April 2019:

Article 3:52: " impairments on cash investments and cash at bank are recorded when the realizable value is lower than the acquisition value at the closing date".

Article 3:53: " Additional value reductions are recorded on cash investments and cash at bank when there are changes in their realizable value or market value, or when risks exist that are inherent to the nature of the products concerned or to the conducted operations."

Based on what is explained above, the Board of Directors is still of the opinion that there is considerable doubt as to recover the funds from the EUR bank account and concludes that the realisation value at the closing date is zero. Based on the business plan, the Board of Directors decides that the realisable value of the bank accounts in Russian Rubles is lower than the book value. Consequently, of the write-downs amounting to €923k recorded in 2022, an amount of €154k was reversed and booked under non-recurring financial costs.

Information about the activities in the field of research and development

In 2023, the technology team took focus on development, product introductions and also on the preparation of new product needs for our various customers. The new functions created in 2022 have proven their value in 2023, resulting in increased interaction with our OEM customers in both the USA and Japan. The increased focus on R&D was clearly a good direction for increased customer interest and appreciation. A record number of new products were also launched in 2023 and the product transition to CMR (cancerogenic-mutagen-reprotoxic) free products went smoothly. The scientific depth in the projects is supported by collaboration with various universities and colleges. Some of our R&D activities are run by Vlaio (Flemish agency for innovation and entrepreneurship).

Together with our partners, both customers and suppliers of our customers, joint projects were started not only for the development of future coolants for hybrid systems but also for so-called new energy vehicles (NEV).

Branch offices

The BOD informs us that the branch in Russia has no equity.

The BOD informs us that the branch in Japan has no equity.

The BOD informs us that the branch in Czech Republic has no equity.

The BOD informs us that the branch in France has no equity.

The BOD informs us that the branch in Germany has no equity.

The BOD informs us that the branch in UK has no equity.

This branch was closed on 26/03/2024 as there were no longer any UK employees active, this closure has no impact on the company's results.

Own shares

The company does not own any shares.

Financial Instruments

In January 2023, Arteco NV took out an 8-year loan of €11.3 million with a Belgian bank. Arteco NV then entered into a loan agreement with its subsidiary in China (Shanghai Arteco Coolants Science and Technology) to finance the extension of our current business.

Exchange rate risk and interest rate risk that may arise from the transactions are hedged with financial derivatives.

Risks and uncertainties

The company is confronted with the risks and uncertainties, as referred to in Article 3:6, 1° of the New Belgian Company Code, which are inherent in its activities and its business.

We also refer here to previous explanations regarding the Russian Branch.

Important events after the balance sheet date

Since the closing of the financial year on December 31, 2023, no major events occurred that could negatively affect the financial position of the company.

All transaction can be viewed and booked as normal operating results.

Conflicts of interest directors

The board of directors also informs the general shareholders' meeting that during the past financial year it has not been required to decide on a transaction or a series of transactions in which a director has a direct or indirect interest (art. 7:96 of the New Belgian Company Code.)

We request that you approve the annual accounts as of December 31, 2023 and grant the statutory auditor and us discharge for the exercise of our mandate for the past financial year.

F-cap 8

FREE TRANSLATION

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF ARTECO NV ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2023

We present to you our statutory auditor's report in the context of our statutory audit of the annual accounts of Arteco NV (the "Company"). This report includes our report on the annual accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.

We have been appointed as statutory auditor by the general meeting d.d. 26 May 2023, following the proposal formulated by the board of directors and following the proposal formulated by the works' council. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2025. We have performed the statutory audit of the Company's annual accounts for 19 consecutive years.

Report on the annual accounts

Unqualified opinion

We have performed the statutory audit of the Company's annual accounts, which comprise the balance sheet as at 31 December 2023, and the profit and loss account for the year then ended, and the notes to the annual accounts, characterised by a balance sheet total of EUR 60.706.328 and a profit and loss account showing a profit for the year of EUR 16.071.637.

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

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Statutory Auditor's responsibilities for the audit of the annual accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the requirements related to independence.

We have obtained from the board of directors and Company 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.

Responsibilities of the board of directors for the preparation of the annual accounts

The board of directors is responsible for the preparation of 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 about 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 users taken on the basis of these annual accounts.

In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the annual accounts in Belgium. A statutory audit does not provide any assurance as to the Company's future viability nor as to the efficiency or effectiveness of the board of directors' current or future business management. Our responsibilities in respect of the use of the going concern basis of accounting by the board of directors are described below.

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

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 directors' report and the documents required to be deposited by virtue of the legal and regulatory requirements, as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, 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 (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report and certain documents required to be deposited by virtue of the legal and regulatory requirements, as well as compliance with the articles of association and of certain requirements of the Companies' and Associations' Code and to report on these matters.

Aspects related to the directors' report

In our opinion, after having performed specific procedures in relation to the directors' report, the directors' report is consistent with the annual accounts for the year under audit, and is prepared in accordance with the 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 acquired resulting from the audit, whether the directors' report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.

Statement related to the social balance sheet

The social balance sheet, to be deposited in accordance with article 3:12, §1, 8° of the Companies' and Associations' Code, includes, both in terms of form and content, the information required under this Code, including, but not limited to, in relation to salaries and education, and does not present any material inconsistencies with the information we have at our disposition in our engagement.

Statements related to independence

Other statements

F-cap 9

PAYMENTS TO GOVERNMENTS REPORT

F-cap 10

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

F-cap 11

REMUNERATION REPORT

for the companies in which the government or one or more legal person governed by public law perform an audit (article 3:12, §1, 9° from the Companies and Associations Code)

F-cap 12

CONFLICT OF INTERESTS AND AGREEMENTS

- Minutes or special report about the decisions and/or acts that could lead to a conflict of interest relating to property rights between a director and the company and/or about agreements concluded between the company and the director, who is also the only shareholder (article 5:77, §1, article 6:65, §1, article 7:96, §1 et article 7:103, §1 of the Companies and Associations Code)

- Report about the agreements concluded between the only shareholder and the company (article 7:231, 3rd paragraph of the Companies and Associations Code)

F-cap 13

REPORT OF THE SUPERVISORY BOARD

of a European company (article 15:29 of the Companies and Associations Code) or a European cooperative company (article 16:27 of the Companies and Associations Code)

F-cap 14

ANNUAL ACCOUNT(S)

of the company(y)(ies) for which the depositing company has unlimited liability in its capacity of partner or member with unlimited liability (to be attached only when codes A, B, C and D in section F-cap 6.5.2 are not applicable) (article 3:12, §1, 7° of the Companies and Associations Code)

F-cap 15

OTHER DOCUMENTS

(to be specified by the company)