Loparex Manufacturing Verwaltungs GmbH

PHM Netherlands Topco B.V.

Apeldoorn

Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

TABLE OF CONTENTS

Report of the Management and Supervisory Board

2022 Financial statements

• Consolidated statement of comprehensive income

• Consolidated statement of financial position

• Statement of changes in equity

• Consolidated statement of cash flows

• Notes to the consolidated financial statements

• Company balance sheet

• Company income statement

• Notes to the company financial statements

Other information

• Statutory arrangements in respect of profit distributions

• Independent Auditor's report

REPORT OF THE MANAGEMENT AND SUPERVISORY BOARD

ABOUT PHM NETHERLANDS TOPCO B.V.

PHM Netherlands Topco B.V. ("Loparex" or "the Company") operating as Loparex, was created on June 28, 2019 for the purchase of Loparex International Holding B.V. by PHM Netherlands Bidco B.V. ("Pamplona") and is registered in the Dutch Trade Register at the Dutch Chamber of Commerce under number 75251272. PHM Netherlands Topco B.V. having its legal seat in Amsterdam, The Netherlands is a subsidiary of PHM Investments Europe Limited, and its ultimate parent is Pamplona Capital Partners V LP, a private equity fund registered in 94 Solaris Avenue, Grand Cayman KY1-1108, Cayman Islands.

On February 25th, 2020, PHM Netherlands Midco, a wholly owned subsidiary of PHM Netherlands Topco B.V. ("Loparex") acquired PHM Germany Topco GmbH ("Infiana") from Pamplona Capital Partners. The annual consolidated accounts are prepared in accordance with IFRS as adopted by the EU.

Below is the Loparex Legal Structure as of December 31, 2022.

ABOUT LOPAREX GROUP

Loparex is the leading, global manufacturer of silicone release liners, serving customers with in-depth technical expertise and industry-leading production technology. Loparex is unique in that it has the broadest range of capabilities in the industry combined with operations in every major market. Loparex has operations in North America, Europe, and Asia (China and India). This global presence enables Loparex to service global customers locally and provides diversified exposure and access to regional economic conditions and opportunities.

Loparex's products are used across many industries and end uses market segments such as electronics, composites, medical, graphics, hygiene, label, and tapes. Release liners protect pressure sensitive adhesives and are designed to interact with the customers product as well as their production equipment. Unlike packaging, release liners are in the specialty material classifications due to sophisticated designs needed to match the customers adhesive applications. In addition, release liners protect and control adhesion during many assembly and fabrication processes. These release coatings and functional coatings require high precision and expertise that Loparex is known for globally.

Loparex has a diverse customer base consisting of more than 1,000 customers (mostly long standing and stable relationships), selling its products in more than 50 countries around the globe. The top 25 customers have an average tenure of greater than 28 years (Loparex's largest customer, 3M, is ~ 60 years).

Loparex's headquarters entity is in Apeldoorn, Netherlands, which has ownership for the rest of the operating entities. The headquarters is co-located with the European headquarters from which sales and operations are conducted for the region. In Europe, the company also has an office and a production facility in Forchheim, Bayern, Germany. The company has operations in entities in the United States (lowa City, lowa; Eden, Malvern, North Carolina and Hammond, Wisconsin). The company has an additional operating headquarters in Cary, North Carolina from which Global Supply Chain, R&D and Manufacturing are led as well as the Sales for the US region. In Asia-Pacific, Loparex has an office in Hong Kong, Shanghai and a production facility in Guangzhou, China, plus several sales offices in strategic locations across Southeast Asia. Loparex's India entity has a factory in Silvassa and a regional/sales headquarters in Mumbai, India.

The Group is a 97.45% owned subsidiary of Loparex Investments Europe Limited, Malta. The Group's ultimate parent company is Pamplona Capital Partners V LP, Cayman Islands.

SUPERVISORY BOARD AND MANAGEMENT BOARD

As of December 31, 2022, the supervisory board consisted of Derek Whitworth (Chairman of the Board), Martin Schwab (Director), Andrzej Sokolowski (Director), Jan Homan (Director), Roelof Westerbeek (Director) and James Bauman.

The company's Management Board consisted of four individuals Mrs. Charmaine Riggins- Chief Executive Officer, Mr. Troy Randolph - Chief Financial Officer, Mr. Luuk Zegers and Mr. Wilfried van den Berg, and this was the situation as of December 31,2022.

ANALYSIS OF THE REPORTING PERIOD (January 1 ^st - December 31, 2022)

For the reporting period Loparex generated revenue USD 763.5 million (2021: USD 721.6 million). The Group's sales are globally diversified with Americas, Europe, Asia representing respectively 54%, 35% and 11% (2021: 50%, 36%, 14%).

In 2022, both revenue and EBITDA increased comparing to the prior year, Revenue increased ~6% (2021: USD 721.6 million) and EBITDA USD 6.1 million (2021: USD 114.5 million) better than the prior year. The company's highly variable cost structure and active cost control program has allowed significant leverage and the company has taken several measures to monitor and prevent the effects of COVID-19. The earnings before financing costs and income taxes for the period of January 1 ^st to December 31, 2022, amounted to a profit of USD 26.7 million. Several factors influenced these earnings. First, the expenses relating to the acquisition of the Group had a large negative impact. A second factor is the impact of application of IFRS 3 business combinations resulting in additional amortizations and depreciations on mainly intangible assets of USD 66.6 million (2021: USD 70.7 million).

The net results for the reporting period amounted to a loss of USD 22.2 million (2021: a loss of 3.5 million) Interest expenses over the reporting period amounted to USD 56.7 million (2021: 42.9 million).

As of December 31, 2022, the total debt ratio was 36% (2021:35%), the current ratio was 1.38 (2021: 1.49) and the position of cash was USD 24.9 million (2021: USD 19.9 million). The cash flows from operating activities are negative USD 3.64 million for 2022 (2021: negative USD 1.04 million) and cash outflows from investing activities are negative USD 13.38 million (2021: negative USD 15.69 million), cash flow from financing activities are USD 17.86 million (2021: negative USD 18.61 million). For further information we refer to the cash flow statement on page 14.

At the end of December 2022, the Group employed 1,846 (2021: 1,779) full time equivalent employees.

CONTINUITY

Loparex incurred net losses in the last 5 years and a net loss is also expected for 2023. These losses are not considered to be a threat to the continuity of the company because the losses are caused by non-cash items such as amortizations and depreciations created by the purchase price allocation of the 2019 and 2020 acquisitions. Loparex's cash-flow has been robust and stable and is expected to continue to stay positive based on projections and historic performance. 2022 operating cash flow was negative mainly driven by significant increase, with all the actions being in place, based on cash forecast, there is no threat to cash flow and our going concern. The company has had adequate on-hand cash and retains > USD 40 million available funds on its revolving facility.

CAPITAL INVESTMENT

Management acknowledges the importance of investments, which are crucial to the current and future business. The importance of expanding demands and needs of our customers, as well as the future profitability of Loparex are also considered key factors in the Group's investment plans.

OUTLOOK FOR THE YEAR 2023

Loparex Group has been identified as an essential material producer which allows it to continue operations through the pandemic. Loparex has seen a spike in demand across the majority of its segments, with areas such as composites (supporting aviation) seeing continued pressure and lower volumes.

The company and the markets in which it operates have stabilized and many markets are seeing a marked recovery. Loparex finished March YTD of 2023 above 2023 Annual Operation Plan("AOP") Currently the company does not see any material adverse effects coming from COVID-19.

The company's highly variable cost structure and active cost control program has allowed significant leverage and the company has taken several measures to monitor and prevent the effects of COVID-19. Currently, the company has >$40M in immediate liquidity (defined as on-hand cash + available revolver). Loparex is forecasting strong cash flow and balances in the coming 12 months.

The Company expected to grow revenue in 2023 across all regions. The increase in revenue is combined with several new initiatives around margin management, Integrated Business Planning and the benefits expected from the company's new ERP/MES system that will help improve productivity and drive margin accretion in 2023. Loparex expects to exit 2023 with improved profit and cash flows along with new set of systems/processes, positioning the company for future growth.

Code of Conduct

Loparex applies its own specific Global Code of Conduct, which is mandatory to all the employees and can be easily found on Loparex website.

Corporate Social Responsibility

As a global leader in the release liner industry, Loparex strives to promote and maintain sustainable business practices for the benefit of our customers, suppliers, employees, and the communities in which we operate. This commitment is consistently reflected in our actions as a company and is an integral part of our identity.

Loparex is dedicated to the protection of human rights. We are a committed equal opportunity employer and abide by fair labour practices. We ensure that our activities do not directly or indirectly violate human rights in any country in which Loparex has facilities, or in which Loparex conducts business.

RESEARCH AND DEVELOPMENT

The Group's industry-leading development efforts are critical to maintain strong customer relationships and a strong leadership position in the technology related to release liner products. Loparex intends to continue investing in product development and enhance coordination amongst its global operations. The Group's R&D staff works closely with the global sales staff and customers to develop solutions and new products that support their end-use objectives and requirements. Loparex has continually invested to position itself as the industry leader in product innovation, including new product development, process improvement, end-use optimization, addition of new features, and customization. As an innovative company, we strive to distinguish ourselves from our competitors.

DIVERSITY

All members of the Supervisory and Management Board are male as of December 31, 2021. This mix is driven by the available experts in the industry and the members of the ownership team assigned to the company. Efforts to achieve a different mix in terms of gender have been in place and on-going due to the lack of qualified industry experts which results in noncompliance with diversity regulations. The new leadership change has placed a female on the management board of Loparex in 2022. The company and its owners will continue to diversify the membership of the Supervisory board when appropriate candidates are available. The change in the management board in 2022 is a step in the right direction.

SAFETY AND SUSTAINABILITY

The responsibility of the company is to create added value for the company's shareholders and to do so by means of socially and ecologically sustainable practices.

Loparex management has increased efforts in 2022 to improve the company's safety record and will continue to do so throughout the year 2023.

Loparex Group recognizes the importance of achieving the goals mentioned above under the consideration of its environmental policy by preventing deterioration of the environment.

SIGNIFICANT RISKS AND UNCERTAINTIES

Risk management is an integral part of our daily operations and management is aware of the risks which might affect the company. The control of risks and capitalizing on opportunities is essential for realizing the (strategic) objectives of the Company. Loparex applies the policy that business continuity needs to be ensured with a healthy balance between the socalled 'risk appetite' and efficiency.

Risk appetite is defined as the total impact of risks that Loparex is willing to accept in seeking to achieve the (strategic) objectives. Although Loparex has no formal written risk management policy, the company does look at risks in the areas of strategy, operational, financial and compliance.

The key risks the company is monitoring and working to mitigate are as follows:

Strategic risks

Operational risks

Financial risks and financial reporting risks:

Compliance risks

Information about financial instruments

The objectives and policies of risk management relating to financial instruments, concerning the objectives and policies of the company and the subsidiaries, are included in the consolidated financial statements. For additional details and considerations reference is made to the paragraph 'financial risk management' in the notes to the consolidated financial statements. Management is also aware of the other principal risks affecting the company. These include price and market risks, foreign currency risks, interest rate risks and cash flow and liquidity risks.

Because a part of the sales and purchases are denominated in another currency than US Dollar, the Company is exposed to foreign currency risks. Reference is also made to note 20 of the notes to the consolidated financial statements.

This all gives management the comfort that the assessed risks are managed appropriately and dealt with accordingly.

RESULT APPROPRIATION

The net result for the year is at the full discretion of the Management Board. It is proposed to deduct the net loss from the Retained Earnings.

FINANCIAL STATEMENTS 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

General

PHM Netherlands Topco B.V. (the "Company" or "PHM") having its legal seat in Amsterdam, Netherlands is a subsidiary of PHM Investments Europe Limited, its ultimate parent is Pamplona Capital Partners V LP, a private equity fund registered in 94 Solaris Avenue, Grand Cayman KY1-1108, Cayman Islands.

PHM Netherlands Topco B.V. is registered in the Dutch Trade Register at the Dutch Chamber of Commerce under number 75251272.

The consolidated financial statements have been authorized for issue by the Management Board on May 17, 2023..

Business activities

PHM Netherlands Topco B.V. and its subsidiaries are mainly engaged in the development, manufacturing and trading of silicone coated paper and films.

The consolidated financial statements of PHM Netherlands Topco B.V. for the year ended December 31, 2022, comprises of PHM Netherlands Topco B.V. and its subsidiaries (together referred to as the "Group").

Implications of COVID-19 on our business

Loparex Group has been identified as an essential material producer which allows it to continue operations through the pandemic. Loparex has seen a spike in demand across most of its segments, with areas such as composites (supporting aviation) seeing continued pressure and lower volumes. At this stage, the impact on our business and results has been very limited. The company and the markets in which it operates have stabilized since the pandemic began and at this time, the company does not see any material adverse effects coming from COVID-19. The introduction of global vaccinations would indicate a positive trend going forward for the company's global markets.

The company's highly variable cost structure and active cost control program has allowed significant leverage and the company has taken several measures to monitor and prevent the effects of COVID-19. Currently, the company has >$40M in immediate liquidity (defined as on-hand cash + available revolver). Loparex is forecasting strong cash flow and balances in the coming 12 months.

Effect of new financial reporting standards

The following standards entered effect as of January 1, 2020:

The following standards are required to be applied from January 1, 2023, but have not been adopted yet:

Application of the above, not yet adopted standard, and interpretations have been assessed by management and will not have a material impact on the financial statements for 2021 or 2022.

Reporting currency

The dominant currency for sales prices and operating costs within the Group is the USD, therefore USD is the functional currency as well as the reporting currency. In accordance with IAS 21.55 the financial statements are fully prepared in accordance with all IFRS standards as adopted by the EU.

SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

Basis of preparation

They are prepared on a historical cost basis. If fair value is used it is specifically mentioned in the disclosure or accounting principal hereafter.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by group entities.

Rounding of amounts

Amounts in these financial statements have, unless otherwise indicated, been rounded to the nearest thousand US dollars

Basis of consolidation

Investments in business combinations

Subsidiaries are entities controlled by PHM. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Transactions eliminated on consolidation

Intragroup balances and any unrealized gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to US dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising from translation are recognized in the income statement under financial income and expense. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to US dollars at foreign exchange rates ruling at the dates the fair value was determined.

Financial statements of foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to US dollars at the foreign exchange rate ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to US dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions.

Foreign exchange differences arising from translation of noncurrent intercompany receivables and payables are recognized directly in a separate component of equity.

Net investment in foreign operations

Exchange differences arising from the translation of the net investment in foreign operations are recognized directly in a separate component of equity. They are only recognized in the income statement upon disposal of the foreign operation.

Current / non-current distinction

An asset or liability is presented as a current asset or current liability if:

All other assets or liabilities are presented as non-current assets or non-current liabilities.

Share based payment

Under a new equity incentive program ("EIP"), eligible and selected employees of the Group participate indirectly in the share capital of the Company.

The EIP entitles eligible employees to economic ownership of a group company's shares, subject to providing employee services to the Group. The investments are accounted for as equity-settled share-based payment awards since the Group have no obligation to make any cash payments to the participants. The grant date fair value of the equity-settled awards is recognized as an expense over the vesting period with a corresponding increase of equity. The amount recognized as an expense during the vesting period reflects the number of awards for which the related service and non-market vesting conditions are expected to be met. Any market conditions or non-vesting conditions are incorporated in the fair value of the share-based payment awards.

Property, plant, and equipment

Owned assets

Items of property, plant and equipment are stated at cost as historical cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant, and equipment. Borrowing costs directly attributable to the acquisition and construction of qualifying assets are added to the cost of those assets, until such time as the assets is substantially ready for their intended use.

Subsequent costs

The group recognizes in the carrying amount of an item of property, plant, and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the group and the cost of the item can be measured reliably. All other costs are recognized in the income statement as an expense as incurred.

Depreciation

Depreciation is charged to the income statement on a straightline basis over the estimated useful lives of each part of an item of property, plant, and equipment. Land is not depreciated. The estimated useful lives are as follows:

Right-of-use assets are depreciated over their expected useful lives on the same basis as owned assets or, were shorter, the term of the relevant lease.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Assets during construction are carried at cost.

Leases

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed lease payments, amounts to be expected to be payable under residual value guarantee, purchase options and penalties for terminating the lease as well as extensions of the lease, all based on management's assessment of the lease.

Lease payments are discounted using the interest rate implicit in the lease if available. If the implicit rate cannot be determined, the incremental borrowing rate is used, being the rate that an individual lessee would have to pay to third parties to borrow the funds to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Potential future increases based on an index in fixed lease payments are taken into consideration in determining the lease liability as far as possible at the moment of recognition of the lease. When adjustments to lease payments based on index or rate take effect, the lease liability is reassessed and adjusted against the right of use asset.

Lease payments are divided into principal cost and finance costs. Finance cost is charged to the profit and loss over the lease period.

Right-of-use assets are measured at cost comprising of the initial measurement of the lease liability, lease payments at or before commencement date less any lease incentives, any initial direct costs, and any restoration costs.

Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Short term leases (lease contracts with a lease term of less than 12 months) and lease with a low value (lease contracts with a total value of less than USD 5,000), are recognized on a straight-line basis in profit and loss.

Intangible assets

Goodwill

All business combinations are accounted for by applying the acquisition method. Goodwill represents amounts arising from acquisition of subsidiaries and joint ventures.

Goodwill is the excess of the sum a) the fair value of the consideration transferred, b) the recognised amount of any noncontrolling interest in the acquiree and c) acquisition-date fair values of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill is stated at cost less accumulated impairment losses.

Goodwill is allocated to cash generating units and is not amortized.

Bargain purchase arising from acquisition is recognized directly in profit or loss.

Acquisition costs are expensed as incurred.

Other intangible assets

Other intangible assets that are acquired by the group are stated at cost less accumulated amortization and impairment losses.

Research and development

No intangible assets arising from research (or research phase of an internal project) are recognized. Expenditure on research (or research phase of an internal project) is recognized as an expense when incurred.

Intangible assets arising from development (or from the development phase of an internal project) are recognized if, and only if the asset can demonstrate all the following:

Development costs that do not meet these above-mentioned criteria are expenses as incurred.

Subsequent expenditure

Subsequent expenditure on capitalized intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

Amortization

Amortization is charged to the income statement on a straightline basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortized from the date they are available for use, based on the following expected useful lives:

Inventories

Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The cost of other inventories is based on the first-in-first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal capacity.

Trade and other receivables

Trade and other receivables are stated at their fair value through profit and loss less impairment. From time to time, the Group may enter factoring arrangements with banks and financial institutions to sell its receivables. Upon entering into a factoring arrangement, the Group will record the arrangement in accordance with guidance set forth within IFRS 9.

Cash and cash equivalents

Cash and cash equivalents comprise of cash balances and call deposits.

Impairment

The carrying amounts of the group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment.

If any such indication exists, the asset's recoverable amount is estimated.

For goodwill, assets that have indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date, and whenever there is an indication that the asset may be impaired.

An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement. Impairment losses recognized in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

Calculation of recoverable amount

The recoverable amount of the group's assets carried at amortized cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e., the effective interest rate computed at initial recognition of these financial assets).

The recoverable amount of assets is the greater of the fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Reversals of impairment

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Reversal is recognized in the income statement.

Impairment of goodwill

At least once per year PHM determines whether goodwill must be impaired. This requires an estimation of the value in use, of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires PHM to make an estimate of the expected future cash flows of the cash-generating unit and to choose a suitable discount rate in order to calculate the present value of those cash flows.

Interest-bearing borrowings

Interest-bearing borrowings are recognized initially at fair value plus attributable transaction costs. After initial recognition, interest-bearing borrowings are stated at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Employee benefits

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an expense in the income statement as incurred. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined benefit plans

The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the number of future benefits that employees have earned in the current and prior periods, discounting that amount, and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method.

Remeasurements of the net defined benefit liability, which comprise actuarial gain and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), considering any changes in the net defined benefit liability (asset) during the period because of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit & loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit & loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long-term employee benefits

The group's net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in which they arise.

Provisions

A provision is recognized if, because of a past event, PHM has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value and the risks specific to the liability.

A provision for restructuring is recognized when PHM has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future costs are not provided for.

Derivative financial instruments

The group uses derivative financial instruments to hedge its exposure to foreign exchange, interest rate risks and market risk arising from operational and financing activities. The group does not hold or issue derivative financial instruments for trading purposes. Per our analysis, no hedge is necessary.

Derivative financial instruments are recognized initially at fair value, which generally approximates transaction cost. After initial recognition, derivative financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognized immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any result gain or loss is in accordance with IFRS 9.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realized or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Other financial instruments

If other financial instruments are issued, the classification in the consolidated financial statements is based on the economic substance of the contractual provisions. This means that, based on the economic substance, it is determined whether these financial instruments are classified as a financial liability or equity. For the company financial statements, a financial instrument is classified based on the legal form. The total of the financial instruments that are recognised as liabilities based on the economic substance, but which are recognised as equity based on the legal form in the company financial statements, are separately presented under equity.

Trade and other payables

Trade and other payables are valued at fair value through profit & loss.

Revenue

The Group generates revenue from the production and sale of release liners to its customers. There are no other sources of revenue.

The Group operates under its published standard terms and conditions or enters master services arrangements that establish the framework under which business will be conducted. These arrangements represent the master terms and conditions of the Group's performance that apply to individual orders, but they do not commit the customer to purchase from, or to continue to purchase from, the Group nor do they obligate the customer to any specific volume or pricing of purchases. Moreover, these terms can be amended in appropriate situations. Customer purchase orders are received for specific quantities and delivery requirements. Thus, for most of our contracts, there is no guarantee of any revenue to the Group until a customer submits a purchase order. As a result, the Group generally considers its arrangement with a customer to be the combination of the master services arrangement and the purchase order. Most of the Group's arrangements with customers create a single performance obligation as the promise to transfer manufactured products and is capable of being distinct.

Certain contracts with customers include variable consideration, such as rebates, discounts or returns. The Group recognizes estimates of this variable consideration that are not expected to result in a significant revenue reversal in the future, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs.

The Group recognizes revenue when it has transferred control of the related products, which generally occurs upon delivery and passage of title to the customer.

Under certain arrangements, the Group's performance does not create an asset with an alternative use due to the level of customer specifications. However, in these arrangements, Group does not have an enforceable right to payment including a reasonable profit margin for performance completed to date and therefore the over-time revenue recognition criteria are not met. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract-by-contract basis.

The costs of goods sold are recognized in the period in which the corresponding revenue is recognized

Government grants

An unconditional government grant is recognized in the income statement as operating income when the grant becomes receivable. Any other government grant is recognized in the balance sheet initially as deferred income when there is reasonable assurance that it will be received and that the group will comply with the conditions attaching to it. Grants that compensate the group for expenses incurred are recognized as revenue in the income statement on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the group for the cost of an asset are recognized in the income statement as other operating income on a systematic basis over the useful life of the asset.

Expenses

Variable and other lease payments

Payments made regarding variable lease contracts and payments made for leases for which the exception as defined in IFRS 16.5 applies, are recognized in the income statement as they incur.

Minimum lease payments

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term to produce a constant periodic rate of interest on the remaining balance of the liability.

Net financing costs

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments relating to financing costs that are recognized in the income statement.

Interest income is recognized in the income statement as it accrues, using the effective interest method. Dividend income is recognized in the income statement on the date the entity's right to receive payments is established. The interest expense component of finance lease payments is recognized in the income statement using the effective interest rate method.

Income taxes

Income taxes on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized in equity or other comprehensive income.

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

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

Taxable income differs from income as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Financial risk management

General

The principal financial instruments of PHM include the group facility agreement and cash and cash equivalents. The main purpose of the financial instruments is to finance the business operations of the Group.

The Group has various other assets and liabilities, such as trade receivables and trade payables, which arise directly from its operations. The Group uses interest rate caps and swaps to hedge the risk of cash flow fluctuations due to changes in market interest rates. There are no other derivatives.

The Group does not use or issue financial instruments for trading purposes. The main risks arising from financial instruments are interest rate risks. The policy is to minimize interest risks by using derivative financial instruments.

Overview

The group has exposure to the following risks from its use of financial instruments:

This note presents information about the group's exposure to each of the above risks. Further quantitative disclosures are included throughout these consolidated financial statements.

Credit risk

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the group's receivables from customers.

The Management Board has established a credit limit approval process, in which for each company the authority to decide on maximum customer credit limits is defined. The group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables. The main component of this allowance is the specific loss component that relates to individually significant exposures.

Liquidity risk

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meets its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group's reputation. The lines of credit are disclosed in note 15 and note 20.

Market risk

Market risk is the risk that changes in market prices, including foreign exchange rates and interest rates will affect the group's income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

The group uses derivatives to manage market risks. All such transactions are carried out within the guidelines described in the TAP (Treasury Authorities and Policies), which were approved by the Supervisory Board.

Market risk comprises of the following:

a. Currency risk

The Group's currency risk management process includes the following key objectives:

currencies should define a hedge policy in cooperation with and to be approved by the Treasury.

b. Interest rate risk

The group's Interest rate risk management objective is to:

The policy is to implement and monitor an interest rate hedging program.

c. Other market price risks

The group's financial risk management objective is to:

The qualitative disclosures on derivatives are disclosed in note 20.

Critical accounting, judgments, and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Assumptions and estimation uncertainties

Information about assumptions and estimations uncertainties that have significant risk of resulting in a material adjustment in the year ending December 31, 2022, is included in the following notes:

Fair value measurement

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Rounding of amounts

Amounts in these financial statements have, unless otherwise indicated, been rounded to the nearest thousand US dollars.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Revenue

2. Personnel expenses

3. Other operating income

4. Net financing costs

5. Income taxes

6. Property, plant, and equipment

7. Right-of-use assets and leases

8. Intangible assets

9. Deferred tax assets and liabilities

10. Other non-current assets

11. Inventories

12. Trade and other receivables

13. Current tax assets and liabilities

14. Capital and reserves

15. Interest-bearing loans and borrowings (non-current)

16. Employee benefits

17. Interest-bearing loans and borrowings (current)

18. Trade and other payables, including derivatives

19. Business combinations

20. Financial instruments

21. Capital commitments

22. Related parties

23. Group entities

24. Notes to the consolidated statement of cash flows

25. Disclosure audit fee

26. Other disclosures

27. Remuneration of key Management and the Supervisory Board

28. Subsequent events

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Revenue

In the following table revenue from contracts with customers is disaggregated by geographical market and revenue recognition by timing.

For disclosure of impairment losses arising from contracts with customers, we refer to note 20.

The Group recognizes revenue when it has transferred control of the related products, which generally occurs upon delivery and passage of title to the customer. The Group regards the order confirmation as promises and performance obligations. Invoices are issued according to contractual terms and payment terms can vary from 30 to 90 days.

Note 2: Cost of Sales

Of the average number of employees, 1,846 average employees are outside of The Netherlands.

The R&D expenses included in the Sales and Marketing, Distribution and R&D expenses, and General and Administrative expenses amount to USD 5,623 for 2022 (2021: USD 5,835).

Total Cost of Sales include USD 1,998 of inventory costs.

Note 3: Other operating income

Government grants relates to compensation for technical innovation and education in the Netherlands and government grants in the USA. Included in the government grants are grants from various governments relating to relief of COVID impact on businesses amounting to USD 51

Note 4: Net financing costs

Note 5: Income taxes

A. Amounts recognized in profit and loss

The other tax expense relates mainly to adjustments in the filed tax returns of the USA companies, the Hong Kong company, the Chinese company and in the German company.

The effect of tax losses not utilized relates to the reversal of the deferred tax asset for recognized carried forward tax losses.

C. Reconciliation of effective tax rate

The impairment losses are recognized in the general and administrative expenses.

No property, plant or equipment are pledged as collateral. Further, there are no contractual commitments for completing assets under construction.

The group leases various buildings, machinery and equipment and other tangibles such as office equipment and cars under non-cancellable operating lease agreements. The lease terms are between one and six years, and the majority of the lease agreements are renewable at the end of the lease period at market rate.

Lease liabilities include the net present value of fixed lease payments, amounts to be expected to be payable under residual value guarantee, purchase options and penalties for terminating the lease as well as extensions of the lease (if applicable), all based on management's assessment of the lease.

The current portion of the lease liability is undiscounted presented under the current interest-bearing loans and borrowings. We refer to note 17.

The total cash out for the reporting period is USD 2,327.

The goodwill arising from the 2019 Loparex Group acquisition resulted from the purchase price exceeding the fair value of the net assets acquired and primarily relates to the Company's established global footprint and assembled workforce. Goodwill from this acquisition is not deductible for income tax purposes.

The Goodwill in 2020 relates to the Infiana acquisition, and primarily relates to expected synergies and cost savings, as well as access to different and new market segments.

The other intangible assets relate mainly to the fair value of trade name, patents & unpatented technology, and customer relationships as acquired on February 25th, 2020, and August 1st, 2019.

In the other intangible assets, an intangible asset is included with an indefinite useful life. The carrying amount of this asset is USD 43,843,000. This asset is considered having an indefinite useful life for several reasons, of which the most important are the constant renewal of the registration of the asset, its independence of any other assets of Loparex Group, and the markets in which Loparex Group operates. Based on the results of the quantitative impairment testing on the intangible asset with indefinite life, there was no impairment.

The remaining amortization period of the other individual intangible assets recognized as other intangible assets are between 5 and 50 years.

In the statement of comprehensive income, the amortization on software and amortization on other intangible assets are allocated to the general and administrative expenses or the cost of sales depending on their purpose.

Sensitivities to changes in assumptions

Goodwill allocation for each region: Americas USD 321,686, APAC USD 22,068, India USD 18,650, Europe NL USD 30,026, Europe Germany USD 56,600. Tradename allocation for each region: Americas USD 26,000, APAC USD 5,912, Europe NL USD 9,042, India USD 2,889.

The Company tests whether goodwill and other indefinite lived intangible assets have suffered any impairment on an annual basis. For the 2022 reporting period, the recoverable amount of the cash-generating units (CGUs) was determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Expected cash flows that were included in the discounted cash flow analysis were risk adjusted. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below.

The following table sets out the key assumptions for those CGUs that have significant goodwill and other indefinite lived intangible assets in 2023:

Management believes that any reasonable possible change in key assumptions could decrease the value in use to the extent that the related goodwill and other indefinite lived intangible assets would exceed the recoverable amount. With all key assumptions held constant, the excess of the recoverable amount over the carrying amount would be as follows:

If any of the following changes in key assumptions were to occur, the recoverable amount of the CGU's would equal it's carrying amount.

The Company has considered and assessed reasonably possible changes for key assumptions and have not identified any instances that could cause the carrying amount of the CGUs to exceed its recoverable amount.

Based on the impairment test performed, management concluded that no impairment must be recognized.

Deferred income tax assets are recognized for tax loss carryforwards to the extent that the realization of the related tax benefit through future taxable profits is probable.

At the end of 2022, USD 7,940 (2021: USD 8,297) of deferred income tax assets for tax losses were recognized. Of this total recognized tax losses, USD 4,227 originates from 2015 and is valid up to 2024, USD 1,714 originates from the tax year 2016, and is valid up to 2025, USD 594 originates from the tax year 2017, and is valid up to 2026, and USD 1,762 originates from the tax year 2018, and is valid up to 2027.

The other non-current receivables relate mainly to long term security deposits and long term receivables & prepayments.

Included within the total inventory amount of USD 110,682 is USD 4,869 (2021: USD 3,376) of inventory written off to net realizable value.

The average credit period on sales of goods is 42.2 days (2021: 38.5 days). The Group provides receivables on an individual basis for expected credit loss. Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer's credit quality and define credit limits by customer. Limits and scoring attributed to customers are reviewed on a regular basis. Included in the Group's trade receivable balance are debtors with a carrying amount of USD 11 million which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts. We also refer to note 20 for the credit risk and expected credit loss.

During the year, the Group entered into a factoring agreement with a third-party financial institution where a portion of the trade receivables are sold and assigned to the factoring agent under full recourse, whereby the Group maintains all credit risk associated with the factored receivables. Based on the terms of the arrangement, the receivables transferred are not derecognized at the time of transfer but instead a current liability is recorded upon the receipt of the funds from the factoring party. The receipt of customer payments is applied to the outstanding liability held with the factoring party. Due to the short-term nature of the receivables transferred, the liability is measured at amortized cost. The factoring party charges a monthly fee and interest on the outstanding liability, which are recorded within financial expenses on the consolidated statement of comprehensive income.

As part of the acquisition of Infiana, the Group assumed an existing factoring agreement in place at the time of acquisition. The receivables in this arrangement are sold without recourse to the factoring agent, thus passing on the credit risk associated with the factored receivables. Based on the terms of the arrangement, the receivables are derecognized at the time of transfer and a charge to interest expense is recorded to account for the difference in the cash collected versus the receivable sold.

Note 13: Current tax assets and liabilities

The current tax asset of USD 1,296 (2021: USD 599) and the current tax liability of USD 8,106 (2021: USD 5,446) represent the amount of income taxes recoverable respectively payable in respect of current and prior periods that exceed payments.

Note 14: Capital and Reserve

^* Fully paid

At incorporation, the issued capital of the company equals EUR 1. At incorporation one hundred (100) shares with a nominal value of one cent (EUR 0.01) each (issued shares) are issued at par.

The total authorized share capital (issued and not issued) on December 31, 2022, consists of:

Holders of ordinary shares class A have voted power and the right to appoint the members of the Supervisory board. Holders of ordinary shares class B and ordinary shares class C have no voting power nor the right to appoint members of the Supervisory Board.

Share premium

The exercise price of the issued Class A shares is USD 0.9839 per share on average. The difference between exercise price and par value is recognized as share premium.

Translation reserve

The translation reserve comprises of all foreign exchange differences arising from the translation of the financial statements of foreign operations as well as from the translation of non-current intercompany assets and liabilities. The translation reserve is a restricted reserve.

Share-based compensation

In August 2019, Pamplona completed its acquisition of Loparex from funds managed by ICG. Certain executives received Class A shares in exchange for their equity holdings in a subsidiary ultimately acquired by the Company. These investments ("Rollover Investments"), which indirectly represent 2.3% of the Company's common shares, are made on the same economic terms and conditions as the majority shareholder. Rollover Investments are in scope of the share-based payment standard since the executives have accepted a service condition on their investments. In general, upon voluntary resignation, an executive will be entitled to the lower of (i) the fair market value and (ii) the value paid for the interests.

In addition to the Rollover Investments into Class A shares, eligible and selected participants have been granted 72,000 Class B membership interests ("Profits Interests") in the Company. The award pool is 15% of the majority shareholder's proceeds in a Liquidity Event above a returns hurdle ("Hurdle Value"), as defined in the agreement. In general, all vested and unvested Profit Interests held by a participant will be forfeited if the participant leaves voluntarily prior to the occurrence of a Liquidity Event. On October 28, 2019, the Company issued 300 Class C shares to certain Board members as compensation for their services. The award pool is 5% of the majority shareholder's proceeds in a Liquidity Event above a returns hurdle ("Hurdle Value"), as defined in the agreement. All shares issued to management and the Board members are non-voting.

The Rollover Investments, Profits Interests, and issuance of C shares are accounted for as equity-settled share-based payment transactions since the Company and its subsidiaries do not have an obligation to settle in cash or to repurchase any equity instruments.

The purchase price for Rollover Investments was determined in an arm's length transaction when Pamplona completed its acquisition of Loparex Group. Accordingly, the amounts paid by the participants represent the fair value of the underlying shares at the time. Given that the participants paid the fair market value of the underlying shares in the Company, the fair value of the share-based payment awards is nil. As a result, the Rollover Investments into Class A shares do not have an impact on the Group's results or its financial position.

The Profits Interests and Class C shares were issued to the selected executives and certain Board members at nominal value. The fair value of the Profits Interests and Class C shares has been determined using the Black-Scholes-Merton formula based on the following input parameters:

The expected volatility has been estimated based on the observed historical volatility of share price returns of comparable, publicly traded companies. The estimate is based on the daily share price returns of these comparable companies measured over a period equal to the expected option life. The risk-free interest rate is based on the US Treasury yield for a term equal to the expected time to a liquidity event, as measured as of the grant date. This valuation resulted in a grant date fair value of USD 71.43 and USD 4,762.55 per unit of Profits Interests and Class C share, respectively. Grant date fair value of Profits Interests and Class C shares issued and outstanding totaled USD 5,143 and USD 1,429, respectively. Total compensation expense of USD 6,572 is allocated over the period between grant date and the estimated vesting date of 3 years. The Company recognized share-based payment compensation expense of USD 1,397 and USD 2,191 in 2022 and 2021, respectively. There were no forfeitures during the period.

Since the Grant Date, several shares have been issued (31,000 shares Class B and 50 shares Class C) as of January 2022, total compensation expense of USD 3,941 is allocated over the estimated vesting date of 3 years period. The Company recognized share-based payment compensation expense of USD 1,296 in 2022. There were no forfeitures during the period.

On August 1, 2019, the Credit Agreement of April 11, 2018, was fully repaid as part of the acquisition of Loparex International Holding B.V. and its subsidiaries by PHM Netherlands Bidco B.V. and replaced with a First Lien Credit and Guaranty Agreement and a Second Lien Credit and Guaranty Agreement with PHM Netherlands Midco B.V. as parent borrower, PHM Netherlands Bidco B.V. as Dutch co-borrower and PHM Springboard Bidco Inc. as US co-borrower. The First Lien Credit was amended in 2020 to finance the acquisition of Infiana Group GmbH. Consequently, the acquired Infiana companies were added as co-borrowers to the first lien credit and second lien credit and to the Guaranty agreement.

Jefferies Finance LLC remains as Administrative Agent for the Credit and Guaranty Agreements on behalf of a consortium of lenders.

The Group is subject to certain financial covenants based on combined results relating to leverage, as well as certain negative and affirmative covenants. Quarterly (pro-forma) testing of the financial covenants in 2022 revealed that all covenants for 2022 were met and therefore the Group is in compliance.

Interest paid in the period on these interest-bearing loans and borrowings was USD 49,204.

Securities given relating to the facility agreement:

Dutch law security

US law security

The Guarantors are:

Security is given by way of an irrevocable and unconditionally jointly and severally independent guarantee of each guarantor.

The US Loan Parties are Grantors under the new US Security Agreements dated August 1, 2019, with Jefferies Finance LLC as Administrative Agent. Each Grantor assigns and pledges to the Administrative Agent a continuing security interest in or to all the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor how has or at any time in the future may acquire any right, title or interest:

Pensions, defined benefit plans

On December 31, 2022, the Group operated defined benefit plans for all former union employees at the Dixon, Illinois and Cullman, Alabama plants in the United States. The benefits of these plans are based solely on the employee's credited years of service.

In 2021 defined benefit plans for the employees of Infiana Germany GmbH & Co. KG, and Infiana Manufacturing GmbH & Co. KG. were included as part of the infiana acquisition.

The defined benefit plans in the USA are qualified under the provisions of the U.S. Internal Revenue Code. The Group makes annual contributions to these defined benefit plans in accordance with ERISA and IRS regulations. The plans have been frozen in 2007 (Dixon) and 2011 (Cullman) due to closure of the plants.

Due to the nature of Defined Benefit pension plans, the Group is exposed to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk. The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation was carried out on December 31, 2022. The present value of the defined benefit obligation, and the related current service costs and past service cost, were measured using the projected unit credit method.

The following table shows the reconciliation from the opening balance to the closing balance for net defined benefit liability (asset) and its components.

The defined benefit plans are geographically as follows:

The expenses in profit and loss are geographically recognized as follows:

The actuarial assumptions of the Defined Benefit Plans are:

For significant actuarial assumptions the percentages used were increased and decreased with 25 base points as part of the sensitivity analysis.

In the table below the effects of these changes are shown on the Defined Benefit Obligation and next years' Service Costs. The Service Costs are defined as the sum of Current Service Costs for the next year and Employee Contributions of the next year.

Disaggregation of the plan assets of the Defined Benefit Plan USA into classes that distinguish the nature and risk:

The plan assets of the Defined Benefit Plan Germany consist of insurance contracts. Risk on these plan assets is considered low as they are reinsured.

The Group's total expected expense for the year 2022: $768 (2021: $1,099)

The employer's total contribution to the plans for 2022: $463 ( 2021: USD 477).

Other long-term employee benefits

Other long-term employee benefits relate to jubilee benefits at 12.5, 25 and 40 years of employment with the Group. Also included is a retirement benefit which is based on the number of years of employment with the Group.

Note 19: Business combinations

Not applicable for 2022

Note 20: Financial instruments

Reference is also made to the notes on financial instruments and financial risk management, as disclosed under significant accounting policies.

Financial instruments measured at Fair Value

Financial instruments measured at fair value mostly relate to short-term trade receivables, trade payables and cash & cash equivalents. Due to their nature, their carrying amounts are a more than reasonable approximation of their fair values, and therefore not further disclosed.

Derivative financial instruments

Derivative financial instruments are used to hedge the exposure to upward fluctuations in interest rates. On December 31, 2021, however, no derivative financial instruments are in place.

Exposure to credit risk

Credit risk is managed at local entity level and closely monitored by Group Treasury. Local management rates new customers and incidental customers based on their credit rating from credit insurers and historical experience with the specific customer.

There are no concentrations of credit risk in specific (individual) customers, specific markets, or segments in which the Group operates or specific regions.

Group considers only Trade receivables as credit impaired financial assets, due to their nature. Other (long and short term) financial assets are not eligible as credit impaired financial assets due to their nature, for example prepaid expenses, income, and local taxes etc.

The policy regarding write-off of a financial asset that is part of credit risk management is that these can only be written off in case of bankruptcy, going out of business and if payments have not been received after one year.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

Allowances for doubtful debtors

The aging of trade receivables at the reporting date was:

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

Liquidity risk

The liquidity risk of financial liabilities has been disclosed in notes 7, notes 15 and notes 18. At year-end 2022, Loparex has USD 28,000 available on revolver. Additionally, Loparex is within the covenant, with leverage below 7.3.

Interest rate risk

At the reporting date the interest rate profile of interest-bearing financial instruments was:

Fair value sensitivity analyses for fixed rate instruments

The Group does not account for any fixed rate financial liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate cap and interest rate swaps) as hedging instruments under a fair value hedge accounting model.

Cash flow sensitivity analyses for variable rate instruments

An increase of 100 basis points in interest rates at the reporting date would have decreased equity and statement of comprehensive income by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

Market risk

The following significant exchange rates applied during the year:

Sensitivity analysis

A ten percent strengthening of the Euro against the Dollar on 31 December would have decreased equity and statement of comprehensive income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

Foreign currency risk

Most of the Group's transactions are carried out in local currency. Exposure to currency exchange rates arise from entities overseas sales and purchases. To manage these exposures to foreign currency risk hedge policies have been put in place. In order to mitigate currency risks following from (excess) USD cash flows, the Group financing is in USD.

Note 21: Capital commitments

On December 31, 2022, the Group has capital commitments which amount to USD 574.

Note 22: Related parties

Identity of related parties

The Group has a related party relationship with its key management.

The number of transactions with related parties is very limited

Any transaction with related parties is at arm's length.

Control of the group

The Group is a 97.45% owned subsidiary of PHM Investments Europe Limited, Malta

The Group's ultimate parent company is Pamplona Capital Partners V LP, Cayman Islands.

Note 24: Notes to the consolidated statement of cash flows

The consolidated statement of cash flows is prepared using the indirect method. Cash consists of current accounts with banks and cash in hand. Payments of interest and income taxes are included in cash flows from operating activities. Cash and cash equivalents at the end of the financial year as shown in the consolidated statement of cash flows can be reconciled back to the related items in the balance sheet.

Note 25: Disclosure Independent audit fee

The fees charged to the result for the financial year for the annual audit and other services carried out by the independent auditor amount to USD 686 (2021: USD 970). This amount can be broken down as follows:

Note 26: Other disclosures

• No other disclosures are needed in 2022.

Note 27: Remuneration of key management and the Supervisory Board

Note 28: Subsequent events

Per management review and assessment, there is no subsequent events for disclosure.

General

The company financial statements are part of the consolidated financial statements of PHM Netherlands Topco B.V. With regard to the company income statement of PHM Netherlands Topco B.V., election was made for the facilities under article 2:402, Book 2 of the Dutch Civil Code.

Accounting policies of assets and liabilities and determination of results

To determine the accounting policies of assets and liabilities as well as the results of the company financial statements, PHM Netherlands Topco B.V. used the option provided in article 2:362, paragraph 8 of the Civil Code. This means that the accounting policies for assets and liabilities and determination of results for the company financial statements of PHM Netherlands Topco B.V. are identical to those applied for the consolidated IFRS financial statements. Interests that are subject to decisive influence by PHM Netherlands Topco B.V. are valued on the basis of the equity method.

These consolidated IFRS financial statements have been prepared according to the principles adopted by the International Accounting Standards Board and adopted by the European Union (hereinafter referred to as IFRS). The share of the result in group companies covers PHM Netherlands Topco B.V.'s share in the results of these companies.

Results from transactions, whereby assets and liabilities were transferred between PHM Netherlands Topco B.V. and its subsidiaries and among subsidiaries, have not been recognized to the extent they can be considered as unrealized.

Notes

Explanation notes are only given below for those items that differ from the consolidated balance sheet.

A list of the indirect and directly owned subsidiaries of PHM Netherlands Topco B.V. is presented in note 23 of the consolidated financial statements.

Note 2: Total Equity

The specification of equity is identical to the specification of the equity in the consolidated statement of financial position. Therefore, we refer to note 14 of the consolidated financial statements.

The total authorized share capital (issued and not issued) on December 31, 2022, consists of:

Proposed appropriation of net result for the period ended December 31, 2022

The net result for the period 2022 amounting to a loss of USD 25.72 million is at the full discretion of the Supervisory Board.

Awaiting a decision regarding appropriation, the annual accounts have been prepared before appropriation of net result.

Note 3: Remuneration of Management board and the Supervisory Board

Note 4: Intercompany Liabilities

The intercompany debt liability of $48.8M is between PHM Netherlands Topco B.V. ("the Holding") and PHM Netherlands Midco B.V. ("the Company"), lent by the Holding. The applied interest rate is set on the first business day of each month and is calculated on the basis of one month LIBOR fixing with a minimum of zero percent plus the applicable margin of 2.25%. The total debt amount matures within one year of when the agreement was signed. The Company has agreed to repay the total outstanding balance under the agreement by the maturity date. This is a short-term loan and is overdue as of March 1, 2022, however Loparex Midco has confirmed that it will not recall the loan within one year of the 2022 balance sheet date. Further, the Company has the right to prepay any advance and to request repayment of any deposit without penalty. Due to the short-term nature of the debt agreement, exposure to interest, cash flow and liquidity risks are minimal.

Note 5: Off balance sheet commitments

The legal entity has guaranteed liabilities of a Dutch consolidated Group company, as meant in article 403 of Book 2 of the Dutch Civil Code. The legal entity is therefore jointly and severally liable for the liabilities arising from the legal acts of those Group companies.

The following German subsidiaries are exempt from the corporate obligation to have themselves audited and to disclose financial statements in accordance with German commercial legislation (Section 264 (3) HGB and Section 264b HGB):

PHM German TopCo GmbH, Forchheim, Germany

PHM German HoldCo 1 GmbH, Forchheim, Germany

Loparex Holding Germany GmbH, Forchheim, Germany

Loparex Germany GmbH & Co.KG, Forchheim, Germany

Loparex Manufacturing GmbH & Co.KG, Forchheim, Germany

Loparex Grundstücksverwaltungs GmbH, Forchheim, Germany

Loparex Manufacturing Verwaltungs GmbH, Forchheim, Germany

OTHER INFORMATION

Statutory arrangements in respect of profit distributions

According to article 21 of the Company's articles of association, the net result for the year is at the full discretion of the Supervisory Board, although there are certain restrictions regarding the appropriation and distribution of profits.

Non-voting shares and shares with/without limited profit-sharing rights.

Holders of ordinary shares class A have voted power and the right to appoint the members of the Supervisory board. Holders of ordinary shares class B and ordinary shares class C have no voting power nor the right to appoint members of the Supervisory Board, but only entitle the holder to a share in the distributable profits and reserves.

Independent auditor's report

Reference is made to the independent auditor's report as included hereinafter.

INDEPENDENT AUDITOR'S REPORT

To: The General Meeting and Supervisory Board of PHM Netherlands Topco B.V.

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

Our opinion

We have audited the financial statements 2022 of PHM Netherlands Topco B.V., Amsterdam.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of PHM Netherlands Topco B.V. as at December 31, 2022 and of its result and its cash flows for 2022 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise:

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.

We are independent of PHM Netherlands Topco B.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 that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Audit approach fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the Company and its environment and the components of the system of internal control, including the risk assessment process and management's process for responding to the risks of fraud and monitoring the system of internal control, as well as the outcomes. We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the code of conduct. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks. As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud and misappropriation of assets.

We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present. We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. We addressed the risks related to management override of controls. For these risks we have performed procedures among others to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular relating to important judgment areas and significant accounting estimates, in particular relating to fair value measurement. We have also used data analysis to identify and address high-risk journal entries and evaluated the business rationale (or the lack thereof) of significant extraordinary transactions. We considered available information and made enquiries of relevant directors and officers. The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially impacting the view of the financial statements.

Audit approach going concern

The financial statements have been prepared on a going concern basis. When preparing the financial statements, the management board made a specific assessment of the ability of the company to continue as a going concern and to continue its operations for the foreseeable future. We discussed and evaluated the specific assessment with the management board exercising professional judgment and maintaining professional scepticism. We considered whether the management board's going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the ability of the company 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. Based on our procedures performed, we did not identify material uncertainties about going concern. 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.

Report on other information included in the annual report

The annual report contains other information, in addition to the financial statements and our auditor's report thereon.

Based on the following procedures performed, we conclude that the other information:

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.

The management board is responsible for the preparation of other information, including the management 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 the management board for the financial statements

The management board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the management board 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, the management board is responsible for assessing the Company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the management board should prepare the financial statements using the going concern basis of accounting, unless the management board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The management board should disclose events and circumstances that may cast significant doubt on the Company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and to 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 detected 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 scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements.

Our audit included among others:

Because we are ultimately responsible for the opinion, we are also responsible for the 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 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 our audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der PHM German TopCo GmbH

Die PHM German TopCo GmbH (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRB 9715 eingetragen.

Gesellschafter der Gesellschaft ist als persönlich haftende Gesellschafterin die Loparex Midco B.V. mit Sitz in Apeldoorn, Niederlande.

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fasst der Gesellschafter folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264b HGB für das Geschäftsjahr vom 01.01.2022 bis 31.12.2022 dahingehend zu, dass auf die Offenlegung des Abschlusses der Gesellschaft verzichtet wird.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der PHM German HoldCo 1 GmbH

Präambel

Die PHM German HoldCo 1 GmbH (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRB 9716 eingetragen.

Gesellschafter der Gesellschaft ist als persönlich haftende Gesellschafterin die PHM German TopCo GmbH mit Sitz in Forchheim, eingetragen in das Handelsregister des Amtsgerichts Bamberg unter der Nummer HRB 9715.

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fasst der Gesellschafter folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264b HGB für das Geschäftsjahr vom 01.01.2022 bis 31.12.2022 dahingehend zu, dass auf die Offenlegung des Abschlusses der Gesellschaft verzichtet wird.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der Loparex Holding Germany GmbH

Präambel

Die Loparex Holding Germany GmbH (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRB 8174 eingetragen.

Gesellschafter der Gesellschaft ist die PHM German HoldCo 1 GmbH mit Sitz in Forchheim, eingetragen in das Handelsregister des Amtsgerichtes Bamberg unter HRB 9070.

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fasst der Gesellschafter folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264b HGB für das Geschäftsjahr vom 01.01.2022 bis 31.12.2022 dahingehend zu, dass auf die Offenlegung des Abschlusses der Gesellschaft verzichtet wird.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der Loparex Germany GmbH & Co. KG

Präambel

Die Loparex Germany GmbH & Co. KG (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRA 11849 eingetragen.

Gesellschafter der Gesellschaft sind

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fassen die Gesellschafter folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264b HGB für das Geschäftsjahr vom 01.01.2022 bis 31.12.2022 dahingehend zu, dass auf die Aufstellung eines Anhangs, eines Lageberichts sowie die Offenlegung des Abschlusses der Gesellschaft verzichtet wird.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der Loparex Manufacturing GmbH & Co. KG

Präambel

Die Loparex Manufacturing GmbH & Co. KG (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRA 12309 eingetragen.

Gesellschafter der Gesellschaft sind

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fassen die Gesellschafter folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264b HGB für das Geschäftsjahr vom 01.08.2021 bis 31.07.2022 zu.

Die Gesellschaft wird damit gemäß § 264b HGB von ihrer Verpflichtung befreit, einen handelsrechtlichen Jahresabschluss und einen Lagebericht nach den für Kapitalgesellschaften geltenden Vorschriften aufzustellen, prüfen zu lassen und offenzulegen. Die Aufstellung der Bilanz und Gewinn- und Verlustrechnung durch die Gesellschaft erfolgt nach den Vorschriften für alle Kaufleute gemäß §§ 238 263 HGB.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der Loparex Grundstücksverwaltungs GmbH

Präambel

Die Loparex Grundstücksverwaltungs GmbH (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRB 7 eingetragen.

Gesellschafter der Gesellschaft ist als persönlich haftende Gesellschafterin die Loparex Holding Germany GmbH mit Sitz in Forchheim, eingetragen in das Handelsregister des Amtsgerichtes Bamberg unter HRB 8174.

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fassen die Gesellschafter folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264 Abs. 3 HGB für das Geschäftsjahr vom 01.01.2021 bis 31.12.2022 dahingehend zu, dass auf die Offenlegung des Abschlusses der Gesellschaft verzichtet wird.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.

Niederschrift über eine Beschlussfassung der Gesellschafterversammlung der Loparex Manufacturing Verwaltungs GmbH

Präambel

Die Loparex Manufacturing Verwaltungs GmbH (nachfolgend die "Gesellschaft") mit Sitz in Forchheim ist im Handelsregister des Amtsgerichts Bamberg unter der Nummer HRB 9070 eingetragen.

Alleiniger Gesellschafter der Gesellschaft ist die Loparex Germany GmbH & Co. KG mit Sitz in Forchheim, eingetragen in das Handelsregister des Amtsgerichts Bamberg unter der Nummer HRA 11849.

Unter Verzicht auf sämtliche gesetzlichen und satzungsmäßigen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung fasst die Gesellschafterin folgenden

Gesellschafterbeschluss

Die Gesellschafterversammlung stimmt der Befreiung der Gesellschaft von der Anwendung der Vorschriften des Ersten, Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Dritten Buchs des Handelsgesetzbuches gemäß § 264b HGB für das Geschäftsjahr vom 01.01.2022 bis 31.12.2022 dahingehend zu, dass auf die Aufstellung eines Lageberichts sowie die Offenlegung des Abschlusses der Gesellschaft verzichtet wird.

Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet.