Sanoptis GmbH

Sanoptis S.à.r.l.

Luxemburg

Konzernabschluss zum Geschäftsjahr vom 01.01.2021 bis zum 31.12.2021

Consolidated accounts of the Sanoptis Group 31 ^st December 2021

TABLE OF CONTENTS

REPORT OF THE RÉVISEUR D'ENTREPRISES AGRÉÉ

CONSOLIDATED ACCOUNTS

- Consolidated balance sheet as of 31 December 2021

- Consolidated profit and loss account

- Notes to the consolidated accounts

REPORT OF THE RÉVISEUR D'ENTREPRISES AGRÉÉ

Report on the audit of the consolidated accounts

Opinion

We have audited the consolidated accounts of Sanoptis S.à r.l. and its subsidiaries (the "Group"), which comprise the consolidated balance sheet as at 31 December 2021, and the consolidated profit and loss account for the year then ended, and notes to the consolidated accounts, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated accounts give a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and of the consolidated results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the consolidated accounts.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier ("CSSF"). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of "réviseur d'entreprises agréé" for the audit of the consolidated accounts » section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Managers is responsible for the other information. The other information comprises the information stated in the consolidated report including the consolidated management report but does not include the consolidated accounts and our report of the "réviseur d'entreprises agréé" thereon.

Our opinion on the consolidated accounts does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Managers for the consolidated accounts

The Board of Managers is responsible for the preparation and fair presentation of the consolidated accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the consolidated accounts, and for such internal control as the Board of Managers determines is necessary to enable the preparation of consolidated accounts that are free from material misstatement, whether due to fraud or error.

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

Responsibilities of the réviseur d'entreprises agréé for the audit of the consolidated accounts

The objectives of our audit are to obtain reasonable assurance about whether the consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated accounts.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

Report on other legal and regulatory requirements

The consolidated management report is consistent with the consolidated accounts and has been prepared in accordance with applicable legal requirements.

Consolidated balance sheet as of 31 December 2021

CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2021

CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2021

The notes in the annex form an integral part of the consolidated accounts.

Consolidated profit and loss account

The notes in the annex form an integral part of the consolidated accounts.

Notes to the consolidated accounts

NOTE 1 - GENERAL INFORMATION

Sanoptis S.à r.l. ("the Company"; the "Parent") was incorporated as a Société à responsabilité limitée under the laws of the Grand Duchy of Luxembourg on 24 September 2018 for an unlimited period.

The main purposes of the Company are the holding of participations in companies in the Grand Duchy of Luxembourg and in foreign companies and the provision of financing to companies of the same group.

The first financial year began on 24 September 2018 (date of incorporation) and ended on 31 December 2019. The following financial years will start on 1 January and end on 31 December.

At the date of incorporation of the Company, its registered office was established at 6C, rue Gabriel Lippmann, L-5365 Munsbach, and the Company is registered with the Register of Commerce of Luxembourg under section B number 228211. On 1 October 2020, the Company moved its registered office from 6C, rue Gabriel Lippmann, L-5365 Munsbach to 53, Boulevard Royal, L-2449 Luxembourg.

The purpose of the Company with its subsidiaries (the "Group"), is an innovative ophthalmological network with medical operations in Germany and Switzerland. Sanoptis S.à r.l., the Company, was incorporated on 24 September 2018 by its sole shareholder at the time, Telemos Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg. All Group entities included in the scope of consolidation have a financial year ending on 31 December or prepared financial information for consolidation purposes on 31 December.

NOTE 2 - BASIS FOR PREPARATION, SCOPE OF CONSOLIDATION AND CONSOLIDATION POLICIES

2.1 Basis of presentation

The consolidated accounts of the Company have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.

The consolidated accounts are prepared in accordance with the provisions of the law of 10 August 1915 on Commercial Companies. In relation to the accounting policies and valuation rules the latter is supplemented by the provisions as laid down by the Law of 19 December 2002 as amended or determined and applied by the Board of Managers.

2.2 Critical accounting estimates

The preparation of consolidated accounts of the Company requires the use of certain critical accounting estimates. It also requires the Board of Managers to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the consolidated accounts of the Company in the period in which the assumptions changed. The Board of Managers believes that the underlying assumptions are appropriate and that the consolidated accounts of the Company therefore present the financial position and results fairly.

The Board of Managers makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The consolidated accounts have been prepared in accordance with Luxembourg legal and regulatory requirements as defined below.

2.3 Impacts from COVID, Conflict Russia and Ukraine and Going Concern

Management has considered the impact of the Covid-19 pandemic and the conflict between Russia and Ukraine, both operationally and financially. They have also reviewed the projections and forecasts of the Group and have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that no material uncertainty exists that cast doubt on the Company's ability to continue as a going concern. Accordingly, the Group continues to adopt the going concern basis in preparing its consolidated accounts.

2.4 Scope of consolidation

The consolidated accounts as at 31 December 2021 of the Company include its stand-alone annual accounts and those of all directly and indirectly majority owned subsidiaries. Subsidiaries are all entities over which the Company exercises control. Control is defined as the direct and indirect power to govern the financial and operating policies, so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible, including potential voting rights owned by other entities, are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are no longer consolidated from the date of loss of control.

The Group and the minority interests' share of profits or losses in the net equity of subsidiaries are determined based on existing voting rights, without considering the effects of potential voting rights which are exercisable or convertible.

Joint ventures are operations that are jointly controlled by the Group and one or more other parties in accordance with contractual arrangements between the parties. Those operations are consolidated using the proportional consolidation method or the equity method of accounting.

Associates are all entities over which the Group has significant influence, but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. The Group's investment in associates includes goodwill identified on acquisition, net of any accumulated value adjustment.

Entities included in the scope of consolidation are listed below:

^*) For these companies, the disclosure exemptions according to § 264 para. 3 HGB are applied for.

During the year 2021, the following entities were scoped out of the consolidation:

For a list of all companies acquired during the financial year and the respective first consolidation date, we refer you to note 4.2

2.5.1. General

The consolidated accounts include the consolidated balance sheet and the consolidated profit and loss account of the Company and of its subsidiaries, as well as the present accompanying policies.

The accounts of the Group entities have been adjusted, when necessary, in order to comply with the Group's accounting policies.

The profit and loss of the entities acquired in financial year 2021 are included from the first consolidation date to year end.

2.5.2. Consolidation method

Regarding the consolidation method we refer you to note 2.4.

2.5.3. Conversion

The Company and the Group maintains their books and records in EUR.

For presenting consolidated accounts, the assets and liabilities of the Group's foreign operations are expressed in EUR using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are classified as equity and recognized in the Group's foreign currency translation reserve.

2.5.4. Balances and transactions between consolidated companies

All intercompany balances and intercompany transactions have been eliminated.

2.5.5. Minority interests

The share of the minority interests in the net equity and net profit for the period of the subsidiaries is shown separately in the consolidated balance sheet and profit and loss account, respectively.

2.5.6. Profit and loss account

The figures in the profit and loss account for the acquired companies are reflected on a pro-rata share basis in terms of their acquisition date in order to incorporate only the result since the acquisition date and until the date that control ceases.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

3.1 Intangible fixed assets

Intangible fixed assets are valued at purchase price including the expenses incidental thereto or at production cost, less accumulated depreciation, amounts written off and value adjustments. Where the Management considers that an intangible fixed asset has suffered a durable depreciation in value, write-down is recorded to reflect this loss. These write-downs are not continued if the reasons for which they were made have ceased to apply. In case of borrowing costs, then these are capitalized to the cost of the asset.

Depreciation charge is as follows:

3.2 Tangible fixed assets

Tangible assets are valued at purchase price including the expenses incidental thereto or at production cost. Tangible fixed assets are depreciated over their estimated useful economic lives.

Where the Management considers that a tangible fixed asset has suffered a durable depreciation in value, write-down is recorded to reflect this loss. These value adjustments are not continued if the reasons for which they were made have ceased to apply. In case of borrowing costs, then these are capitalized to the cost of the asset.

Depreciation charges are as follows:

3.3 Financial Fixed assets

Financial assets are valued at their acquisition cost including the expenses incidental thereto. Value adjustments are made in respect of financial assets to recognize a durable reduction in their value, such reduction being determined and made for each financial asset individually. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

3.4 Goodwill

The difference between the acquisition price of the shares in the group entities in the consolidation and their respective adjusted net book value at the date of the acquisition or at the date the group entity is included in the consolidation for the first time, is regarded as goodwill in the absence of identifiable assets or liabilities where this difference could be allocated. This goodwill is amortized on a straight-line basis over 3 to 10 years.

3.5 Stocks

Inventory of goods is valued at the lower of cost using the first in first out ("FIFO") method or market value. Value adjustments are made in respect of inventory when the market value is lower than the purchase price. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

3.6 Debtors

Debtors are initially stated at their nominal value. Value adjustments are recorded at the end of the financial year if the net realizable value is lower than their book value. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

3.7 Prepayments

This caption includes charges incurred during the financial year but relating to a subsequent financial year.

3.8 Provisions

Provisions are intended to cover losses or debts whose nature is clearly defined and which, at balance sheet date are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.

Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provision for dilapidation costs

Due to the fact that most of the buildings used by Sanoptis Group are rented, the management prepared an assessment regarding an eventual provision for dilapidation costs which should be recognized. By considering the general characteristics of a provision as described above, the economical situation and the strategy of Sanoptis Group, the management concluded that, as at 31 December 2021, no provision for dilapidation costs is deemed necessary.

3.9 Creditors

Creditors are stated at their nominal value of repayment.

3.10 Deferred income

This liability item includes income received during the financial year but relating to a subsequent financial year.

3.11 Net Turnover

The net turnover comprises the amount derived from the provision of services falling within the Company's ordinary activities, after deductions of value added tax and other taxes directly linked to the turnover.

3.12 Going concern

The consolidated accounts have been prepared using the going concern principle (see also note 2.3.).

3.13 Deferred tax

Deferred tax liabilities are recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the annual accounts.

Deferred tax assets are recognized to the extent that is probable that taxable profits will be available against which deductible temporary differences can be utilised and recognized up to the amount of deferred tax liabilities. When appropriate, deferred taxation is provided on losses available for carry forward to offset against taxable profits.

Deferred taxes are measured at tax rates that are expected to apply when the asset is realised or the liability settled, based on tax rates that have been enacted at the date of the balance sheet.

Deferred taxes are recognized in the profit and loss account, except when they relate to items recognized directly in equity, in which case the deferred taxes are also recognized in equity.

NOTE 4 - INTANGIBLE ASSETS

4.1 Concessions, patents and trademark

Concessions, patents and trademarks can be analyzed as follows:

As at 31 December 2021, the Management of the Group did not consider that any value adjustment was necessary in respect of intangible fixed assets considering that they did not suffer from any durable depreciation in value.

4.3 Goodwill

During the year 2021, the Group acquired the subsidiaries listed below which generated a goodwill amounting to EUR 143.114.221,74. The goodwill will be amortized over 6-10 years on a straight-line basis.

The detail of the goodwill is as follows:

NOTE 5 - TANGIBLE ASSETS

Tangible assets consist of land and building, plant and machinery and other fixture and fittings which are used by the group and break down as follows:

The building refurbishment and improvement workings at two main locations of the Sanoptis Group lead to higher than usual additions during the year in gross book value.

NOTE 6 - FINANCIAL ASSETS

Movements during the period in financial fixed assets is detailed as follows:

NOTE 7 - CAPITAL AND RESERVES

Movements in the capital and reserves during the period are as follows:

Subscribed Capital

The sole shareholder incorporated the Company with a share capital that initially comprised 12.000 shares divided into 10 classes of shares with the same rights of 1.200 shares each, each share with a nominal value of EUR 1.00, issued and fully paid up for a total of EUR 12.000,00 on 24 September 2018. On 30 April 2019, the sole shareholder resolved to convert the 12.000 shares divided into 10 classes of 1.200 shares into 12.000 ordinary shares with a nominal value of EUR 1.00 each.

During the period ended 31 December 2019, the sole shareholder contributed an aggregate amount of EUR 9.405.008,63 to the share premium of the Company without issuance of shares. In addition, during the same period, minority shareholders have contributed an aggregate amount of EUR 1.624.823,14.

During the financial year ended 31 December 2020, the sole shareholder sold ordinary shares to members of the executive management team. On October 1, 2020, the Company issued 1.600 class 1 and 27.280.000 class 2 preference shares for an amount of respectively EUR 1.600 and EUR 27.280.000, all shares having a nominal amount of EUR 1 and subscribed and paid for by the majority shareholder of the Company. All newly issued shares are pledged in favor of the agent "GlasTrust". A portion of class 1 preference shares and loans payables was subsequently sold to some members of the executive management team.

As at 31 December 2021, the Group has 10 classes of 1.200 ordinary shares each, 1.600 class 1 and 27.280.000 class 2 shares outstanding, each having a nominal value of 1 EUR.

NOTE 8 - CREDITORS

The Group's creditors have the following maturities:

Amount owed to credit institutions

Amounts owed to credit institutions are loans granted by bank to the Company and its subsidiaries on 29 April 2019, allowing for drawdowns in tranches, bearing an interest rate between 5.25 % and 6.25% per annum, and with a maturity of seven years.

In financial year 2021, the following loans excluding arrangement fees were added:

As of 31 December 2021, they are composed of EUR 5.158.729,82 owed within one year (2020: EUR 2.976.005,87) and EUR 375.465.963,67 owed between one and five years (2020: EUR 200.184.306,12). The amounts owed to credit institutions concern to the extent of EUR 109.657.773,99 Switzerland (2020: 67.516.902,60) and EUR 270.966.919,50 Germany (2020: 135.643.409,39).

The acquisition facility 7 has a limit of EUR 50,000,000.00 and was only partially utilized with EUR 28,882,000.00 at the end of the financial year 2021.

Amounts owed to affiliated undertakings and Other creditors

As at 31 December 2021, the significant transactions that the Group has with the related parties are as follows:

Amounts owed to other creditors after more than five years and affiliated undertakings after more than five years are composed of an interest-bearing loan, as amended, initially granted by the majority shareholder for EUR 70.000.000,00 with effect as of 24 October 2018. The loan agreement was amended and restated to reflect the entry of the minority shareholders (other creditors) on 1 October 2020 and to increase the total commitment to EUR 500.000.000,00. The loan allows for multiple drawdowns within the limit of EUR 500.000.000,00 and bears interest at a rate being the interest rate received by the Company minus a margin to be kept by the Company as per a transfer pricing analysis. The maturity date of the loan is 24 October 2028.

As of 31 December 2021, the outstanding amounts on the loan are for the minority shareholders EUR 6.647.231 (2020: EUR 2.327.072,13) and EUR 169.490,39 (2020: EUR 145.941,98) as accrued interest; for the majority shareholder EUR 87.448.384 (2020: EUR 87.498.269) and EUR 2.223.010,40 (2020: EUR 2.098.167,66) as accrued interest.

As at 31 December 2021, the Group has no other significant related party transactions except those mentioned previously.

NOTE 9 - NET TURNOVER

Turnover is composed by revenues generated from ophthalmology products and services.

Main variation in turnover is derived from change in scope.

Turnover analyzed by geographic location can be broken down as follows:

NOTE 10 - RAW MATERIALS AND CONSUMABLES AND OTHER EXTERNAL EXPENSES

Main variation in this caption is derived from change in scope.

NOTE 11 - STAFF COSTS

The Group employed an average of 1,840 employees during the financial year 2021 (1,228 for 2020 financial period).

NOTE 12 - TAX ON RESULTS

The tax charge for the year is made up as follows:

NOTE 13 - AUDIT FEES

Fees billed to the Company and its subsidiaries by KPMG Luxembourg, Société cooperative and other member firms of the KPMG network during the year are as follows:

Such fees are presented under other external expenses in the consolidated profit and loss account.

NOTE 14 - LEASES

As at 31 December 2021 and 2020 the operational lease agreements are classified below:

NOTE 15 - CONTINGENCIES AND COMMITMENTS

On 29 April 2019, the Company and some of its subsidiaries entered into a bank facility agreement as borrowers and/or guarantors (see note 8, amounts owed to credit institutions). Fully owned entities of the group, including the Company, pledged the shares they own in subsidiaries, certain receivables and their bank accounts in favor of the agent.

As of 31 December 2021, the country holdings in Germany and Switzerland have drawn down on the facility.

NOTE 16 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES AND COMMITMENTS ENTERED INTO ON THEIR BEHALF BY WAY OF GUARANTEES OF ANY KIND

There are no advances and loans granted to the members of the management body in that capacity of the Company.

NOTE 17 - SUBSEQUENT EVENTS

The management has carefully assessed the conflict between Russia and the Ukraine with the result that there is neither an impact on the operational nor the financial performance of the Sanoptis Group operating primarily in Switzerland and Germany.

The Company, through subsidiaries, has made 4 new acquisitions, thereof already closed 1, to be financed by existing bank facility. Three acquisitions of the financial year 2021 have been closed in 2022. The bank facility amount has been extended consequently and additional shares pledges made by subsidiaries in favour of the agent.

Subject to the fulfilment of a closing becoming due latest on 1 July 2022, agreements have been signed implying a change of the control at the level of Sanoptis S.à r.l.. .

With this change of control, Sanoptis S.à r.l. will become a subsidiary of Groupe Bruxelles Lambert SA/NV, Brussels.