Tilemann GmbH

Aumund Holding B.V.

Venlo

Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

TABLE OF CONTENTS

MANAGEMENT REPORT

1 management report

CONSOLIDATED ANNUAL REPORT 2022

2 consolidated Balance sheet as at 31 December 2022

3 consolidated Profit & Loss Account for the year 2022

4 consolidated Cashflow statement for the year 2022

5 consolidated Statement of Comprehensive Income

6 notes to the consolidated financial statements

7 general accounting principles

8 notes to the consolidated balance sheet as at December 31, 2022

9 notes to the consolidated profit & loss account for the year 2022

10 other disclosures

11 other information

1 MANAGEMENT REPORT

1. Business developments

AUMUND Group with its comprehensive portfolio offers the well-known AUMUND products since 1922 as well as stockyard and blending bed technology of SCHADE Lagertechnik GmbH and mobile handling equipment of SAMSON Materials Handling Ltd. Products of AUMUND Group are installed in the cement, lime and gypsum industry, the metallurgy, mining and minerals industry, the power industry as well as in ports and terminals.

Our vision is to move industries for a new generation. Our mission is to deliver innovative equipment and services that optimize flow of material in heavy industries. We set the standard as a quality leader, driving sustainable growth through energy-efficient equipment, leading to positive change for our customers, our team and the planet.

AUMUND Holding B.V. in Venlo is the head of AUMUND Group, consisting of 19 limited liability entities across the globe. An overview of these entities is presented in the consolidated annual report under note 6. AUMUND Group is managed by a two-member board, being a CEO and a CFO. There is no specific target on the female to male ratio on the AUMUND Group board level since there are only two members. Each entity of the group has its own management team. We strive to double the female to male ratio of the managing directors reporting to the board. In case of a vacant position and in case of equal suitability, preference will be given to a female. With the passing of Franz-Walter Aumund, Aumund Foundation is the new shareholder of the company.

AUMUND Group is active worldwide in more than 130 countries with subsidiaries in Germany, France, Great Britain, Brazil, Hong Kong SAR, PR China, USA, India and representative offices in the Middle East, Far East and Eastern Europe.

As we outlined in our prior year management report, the situation with the Russia/Ukraine war has led to cancellation of orders and fewer orders in the new year as a result of the sanctions. Despite this difficult situation, the profit for 2022 remained stable, as anticipated.

The economic development in the calendar year 2022 continued to be characterized by the consequences of the Corona pandemic, although to a lesser extent. Added to this were the effects of the war in Ukraine. While there were fewer Corona-related restrictions in most countries as vaccination rates increased, the Chinese government always took large-scale containment measures when new variants and comparatively smaller outbreaks occurred. These lockdowns continued to affect economic activity in China, but also global supply chains.

The war in Ukraine brought additional disruptions, especially in Europe. Prices for raw materials and agricultural products rose sharply after Russia's invasion, as Ukraine was eliminated as a supplier due to the war and Russia due to sanctions. The shortage of natural gas supplies from Russia to the European Union (EU) led to increased uncertainty about the supply situation and huge price increases for fossil fuels. Added to this were the still pandemic-related disrupted value chains and the associated price increases. Together with catch-up effects from private households and companies, partly fueled by government stimulus packages, this led to a sharp rise in inflation rates. In view of this, the national banks switched to a more restrictive monetary policy at the beginning or in the course of 2022, which increased the cost of credit in the course of the reporting year.

As a result of the deteriorating global growth outlook in the course of 2022, there were repeated downward revisions in the forecasts of leading institutions. Despite massive headwinds, however, the economy ultimately proved more robust than generally expected. The International Monetary Fund (IMF) therefore made an upward revision at the end of January 2023, albeit a small one, and most recently estimated growth in global economic output for 2022 as a whole at +3.4 per cent in price-adjusted terms, following a strong increase of +6.2 per cent the year before. The global inflation rate in 2022 was estimated at +8.8 per cent. Global trade in goods grew at an estimated +5.4 per cent in 2022 as a whole. After growing dynamically by +7.8 per cent in 2021, industrial production grew by only 3 per cent in 2022. The increase in the developed economies was +2.2 per cent, while the emerging and developing countries achieved an increase of +3.8 per cent.

AUMUND Group was able to increase order intake with 6% in 2022, of which 2 % was the result of the acquisition of AUMUND Engineering PVT Ltd as per the 30th of September 2022. Furthermore, AUMUND Group maintained its supply chains as far as possible and, as a result of a balanced mix between AUMUND, SCHADE and SAMSON products, the group was able to grow its turnover by 13% compared to that of the previous year.

Key financial numbers

The consolidated sales of AUMUND Group companies amount to € 222 million (2021: € 197 million), whereas the consolidated profit before tax for the business year amounts to € 19.0 million (2021: € 16.8 million). Sales is heavily depending on the size of individual projects in combination with the usage of the percentage of completion method (POC).

The equity ratio is solid with 41.5% at year-end 2022 versus 45.4% at year-end 2021, the decrease is the result of an increased balance sheet total as a result of the acquisition of AUMUND Engineering PVT Ltd. The acquisition is predominantly financed with a loan for a period up to 4 years. The acquisition is also main reason for the increase in goodwill by € 23.5 million from € 5.3 million to € 28.8 million which is mainly driven by significant synergies going forward. Work in progress decreased with € 2.1 million to € 9.5 million at year-end 2022 whereas work in progress under current liabilities decreased by € 3.5 million. Accounts receivable increased by € 16.9 million to € 64.8 million, mainly due to the timing of the completion of projects. Other receivables increased by € 1.0 million to € 10.2 million. Current liabilities increased with € 10.0 million to € 78.4 million. The cash position decreased, as a result, with € 6.9 million to € 24.8 million. The current ratio (current assets divided by current liabilities) is very healthy with 1.79 at year-end 2022 compared to 1.74 at year-end 2021.

The average number of permanent employees in 2022 was 472 (2021: 435) on the basis of FTE. The increase is mainly the result of the aforementioned acquisition.

2. Research and Development, Quality

In order to fulfil our commitment to first class performance with regard to quality, service and technology, AUMUND Group continuously invests in research and development.

Experienced engineers in design, construction and production as well as in research and development, guarantee performance and quality, which is maintained on a high level for almost 100 years.

In 2022, R&D activities were further expanded, particularly in the areas of "Digitalization" and "Alternative Fuels". With new products such as tailored package solutions for industrial sensor technology or the AU-MILL®, we are not only following market trends, e.g. for online machine diagnostics or for reducing the CO ₂ footprint, but are also setting technological standards in this area and are therefore developing new business areas that complement our core competencies and core markets very well.

3. Corporate Social Responsibility

Corporate social responsibility is important to AUMUND Group. Our policies ensure that we rigorously adhere to the highest standards in ethical behavior, environmental sustainability, data security and more.

Through the AUMUND Foundation, the company continues to fund social initiatives in the focus areas "education" and "healthcare". The purpose of the AUMUND Foundation is to open doors to a self-determined life for underprivileged children - worldwide.

4. Outlook and Opportunities and Risks of Future Developments

Our business outside the cement industry has been expanding for many years now. As a result, AUMUND Group continues to be a successful market participant in the metallurgical, the minerals and mining industry, the power industry, the lime and gypsum industry as well as in ports and terminals. Also in 2022 AUMUND Group continued this expansion and we will continue to do so in the future.

In general, due to our global presence and orientation in combination with a wide product portfolio, AUMUND Group is able to compensate fluctuations in business resulting from regional, market or product related factors. These are assets for the sustainability of our status as a successful and leading specialist in the business of materials handling and storage technology.

On the topic of sustainability, the AUMUND Group has introduced the slogan "We convey a greener future", This is the slogan which headlines two areas of activity where the AUMUND Group unites ecology and business:

AUMUND supports its customers on their journeys to environmentally conscious production processes, and activities which comply with environmental legislation. Our customers benefit from solutions based on exceptional technological expertise and comprehensive knowledge of the industries and regional markets we serve, and delivered by our Research & Development team.

AUMUND takes its responsibility for conservation of resources and protection of the environment seriously on its own sites as well. As an example, no fossil fuels are utilized in machinery manufacture, and additional measures are consistently being undertaken to save energy.

More information on sustainability in AUMUND can be found on the company's website.

AUMUND's flexible business concept and strong financial position prevent major problems during economic and financial crisis.

Periodically, the AUMUND Group evaluates key risks that can have a significant impact on the financial position and profitability of the company. Specific risks that management deems critical, are outlined below, including the key measures the company takes to mitigate these risks. The company, in general, plans to mitigate these risks to an acceptable level.

Currency Risk

The Group uses forward currency contracts in order to cover the foreign currency risks.

Derivative financial instruments involving speculation are not used by AUMUND Group companies.

Credit Risk

In order to manage the credit risk, the Group companies usually require customers to make progress payments. Furthermore, the Group companies also secure payments by using letters of credit.

Liability Risk

AUMUND Group is covered by insurances mainly in order to be protected against a loss in assets and profits generated by liability risks or claims.

Fraud risk

Fraud risk is considered as a general organisational risk, and can be specified to the following risks:

Risk of fraud through management override of controls

Local management of group companies may perceive pressure to manipulate accounting estimates that require significant judgment in order to improve results and to meet bonus targets, or via recording significant related party transactions that are possibly not at arm's length. Additionally, inappropriate accounting policies and treatments may be adopted to achieve the desired outcome and transfer pricing policies may not be properly applied. To limit the risk of material misstatements of the financial statements, the AUMUND Group has long implemented an internal control framework, including appropriate segregation of duties. Other key controls consist of a monthly planning and control cycle, monthly review calls, an internal audit function and the requirement of a four-eyes-principle in all cases.

Risk of fraud in revenue recognition

This relates to the risk that revenue is not completely recognized or does not occur due to incomplete or incorrect invoicing or recognition of projects or additional work, incorrect cutoff or erroneous estimation of expected project results. In order to mitigate the risk of incomplete or inaccurate revenue recognition the AUMUND Group has put the following key controls in place:

Risk of employees abusing grated payment authorities

In order to minimize the risk of inappropriate or unauthorized payments, payments have to be approved by at least two authorized associates. Furthermore, a four-eyes-principle is in place for creating and changing vendor master data, including bank details. In addition, monthly reviews are performed on the income statement of each subsidiary and discussed with local management. Internal audit performs regular audits to determine the effectiveness of internal controls.

Risk of unlawful commission payments to agents

Apart from general risk of revenues not being fully recognized or recognizing revenues that did not occur, there also some specific fraud risks related to the industry in which AUMUND Group operates and fraud risks that are inherent to the worldwide setup of the Group. The risk of kickback fees, corruption, bribery is considered to be higher. To mitigate this higher risk, the company has long implemented several measures. Apart from segregation of duties, four-eyes-principle, a monthly planning and control cycle, regular review meetings with each single entity and frequent internal audits, the company has written commercial guidelines that need to be complied with. Exemptions need pre-approval from AUMUND Holding B.V. Applications for project related commissions and agent agreements are standardized and need pre-approval before signing. Projects are monitored and reviewed on a monthly basis by local management and by Group management on a regular basis and specifically in the case of significant deviations. In addition, AUMUND Group has introduced a Code of Conduct in 2022.

Financial settlement of Russian projects

Projects subject to applicable sanctions against Russia and Belarus were either completed before the specific date as described or ceased before that date. The valuation of receivables, inventories or work in progress related to these projects has been reviewed and provisions made where deemed necessary.

Outlook

For the full year 2023, the International Monetary Fund (IMF) forecasts global economic growth of +2.9 percent. This is 0.2 percentage points more than expected in October 2022. Global crises continue to weigh heavily on the world economy, but the total realignment of China's Corona policy could pave the way for recovery, according to the IMF. This should prevent the global economy from sliding into recession. Nevertheless, the IMF points to a number of risks that could lead to a worsening development: For example, the crisis in the real estate sector could worsen in China, the war in Ukraine could escalate, and a debt crisis could occur in the emerging and developing countries.

Apart from the impact of additional sanctions against Russia and Belarus, developments between the US, EU and China as well as economic sanctions against countries like Iran, have an impact on our business. Based on the current outlook of the global economy beyond 2023, we expect to improve our profitability in the years to come as well as a strengthening and a further expansion of our market position. This is based on our international business relations, our customer focused service, our top quality products, our activities in different industries and the support of our highly motivated employees.

As business in 2023 is on budget level and exceeding previous year's level, we expect order intake and sales for the current fiscal year to be at least on previous year's level. As a result, we also expect a stable profit for fiscal year 2023. Due to supply chain constraints in combination with an increased order intake and higher safety stock levels, working capital has increased, which had a significant impact on the cash flow in 2022. Cash flow has however developed positively the first two quarters of 2023, mainly as a result of an improved working capital. In the first half year of 2023, AUMUND Holding B.V. paid € 4.0 million dividends. As to investments plans, investments in R&D as well as in automation and production optimization are ongoing and will be further implemented in 2023 and in accordance with our defined Strategic Plan, which is in the process of being updated and partly revisited.

AUMUND Group is indebted to its proprietor Franz-Walter Aumund who passed away in February 2023, for leaving a solid and financially secure organization. His objectives of longterm and sustainable company development will be maintained by the new proprietor, the Aumund Foundation, as his inheritor.

2 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2022

3 CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR 2022

4 CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR 2022

5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Activities

The activities of AUMUND Holding B.V. consist of taking on service tasks of organisation and management for companies belonging to the AUMUND group, in particular the provision of services in the field of group controlling, internal audit, financing and services in the field of public relations, advertising and other marketing activities. Furthermore, the activities of AUMUND Holding B.V. are setting up, acquiring, participating in, cooperating with its subsidiaries and other undertakings and the management and possession of registered property.

The activities of AUMUND Holding B.V. and its group companies mainly consist of development, engineering, production and sale of material handling equipment.

Registered office, legal form and Chamber of Commerce registration number The registered address of AUMUND Holding B.V. (statutory seat Venlo, Chamber of Commerce file 12046549) is Wilhelminapark 40 in Venlo.

Group of companies

AUMUND Holding B.V. in Venlo is the head of a group of legal entities. The overview of the data as required in accordance with Articles 2:379 and 2:414 of the Dutch Civil Code is included below.

Consolidation

Financial information relating to group companies and other legal entities which are controlled by AUMUND Holding B.V. or where central management is conducted has been consolidated in the financial statements of AUMUND Holding B.V.

The consolidated financial statements have been prepared in accordance with the accounting principles of AUMUND Holding B.V.

Financial information relating to the group companies and the other legal entities and companies included in the consolidation is fully included in the consolidated financial statements, eliminating the intercompany relationships and transactions. Third-party shares in equity and results of group companies are separately disclosed in the consolidated financial statements.

Consolidation principles

The consolidated financial statements have been prepared in accordance with Title 9 Book 2 of the Netherlands Civil Code.

Valuation of assets and liabilities and determination of the result takes place under the historical cost convention. Income and expenses are recognised in the financial year to which they relate. Profits are recognised when they have been realised. Liabilities and losses that originate before balance sheet date are recognised when they are known before the financial statements are prepared.

Overview of consolidated companies

The results of newly acquired group companies are consolidated as from the date of acquisition.

On that date, assets, provisions and liabilities are valued at fair value. Goodwill is capitalised and amortised over the useful life.

List of participations

^* The above marked limited liability companies use the exemption in section 264 (3) German commercial code (HGB)
^** The above marked partnerships use the exemption in section 264b German commercial code (HGB)

The subsidiaries in which AUMUND Holding B.V. participates directly are disclosed in the notes to the balance sheet under subsidiaries. The other subsidiaries are held indirectly.

Acquisitions

With an effective date of October 1, 2022, AUMUND Holding B.V. acquired 100% of the shares of AUMUND Engineering PVT Ltd.

This acquisition is included in the consolidation as from the effective date.

With an effective date of October 1, 2022, AUMUND Holding B.V. acquired 100% of the shares of AUMUND Logistics GmbH. This acquisition was already an indirect participation (through AUMUND Fördererbau GmbH) and therefore already included in the consolidated financial statements of AUMUND Holding B.V.

Estimates

The preparation of financial statements in conformity with the relevant rules requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. If necessary for the purposes of providing the view required under Section 362(1), Book 2, of the Dutch Civil Code, the nature of these estimates and judgments, including the related assumptions, is disclosed in the notes to the financial statement items in question.

7 GENERAL ACCOUNTING PRINCIPLES

General

The consolidated financial statements have been prepared in accordance with Title 9 Book 2 of the Netherlands Civil Code.

Valuation of assets and liabilities and determination of the result takes place under the historical cost convention.

Income and expenses are recognised in the financial year to which they relate. Profits are recognised when they have been realised.

Liabilities and losses that originate before balance sheet date are recognised when they are known before the financial statements are prepared.

The result is determined as the revenue from business activities and other income less the expenses and other cost attributable to the financial year, taking into account the aforementioned valuation principles. Losses originating from events in the financial year are recognized as soon as they are foreseeable.

Foreign currency

Transactions in foreign currencies are stated in the financial statements at the exchange rate of the functional currency on the transaction date.

Foreign group companies and non-consolidated participations outside the Netherlands qualify as carrying on of business operations in a foreign country, with a functional currency different from that of the company. For the translation of the financial statements of these foreign entities the balance sheet items are translated at the exchange rate at balance sheet date and the profit and loss account items at the exchange rate at transaction date. The translation differences that arise are directly deducted from or added to group equity.

Leases

Operational leasing

The company may have lease contracts whereby a large part of the risks and rewards associated with ownership are not for the benefit of nor incurred by the company. The lease contracts are recognised as operational leasing. Lease payments are recorded on a straight- line basis, taking into account reimbursements received from the lessor, in the income statement for the duration of the contract.

Pension obligations towards employees

The pension plans are financed through contributions to pension providers such as insurance companies, industry pension funds or company pension funds. The contribution payable to the pension provider is recognised as an expense in the profit and loss account. Based on the administration agreement it is assessed whether and, if so, which additional obligations exist. These additional obligations are included in a provision on the balance sheet. If the effect of the time value of money is material the obligation is valued at the present value. A pension receivable (other than contributions) is included in the balance sheet when the company has the right of disposal over the pension receivable.

Financial instruments

Financial instruments comprise both primary financial instruments, like receivables and liabilities, and derivatives. For the accounting principles applying to primary financial instruments, we refer to the principles for the relevant balance sheet items.

The company hedges significant risks for translation results on receivables and liabilities nominated in foreign currencies with forward contracts. The company applies hedge accounting on these derivatives. This means that, as long as the hedge is effective, changes in the value of the hedge instruments are only recognised as far as a change in value of the hedged items is taken into account, so that on balance no result is recognised. On an annual basis the company assesses whether the critical characteristics of the hedged item and the hedge instrument are identical, and have been so during the financial year. If this is not so, the ineffective part of the hedge relation is determined by comparing the fair value of the hedged item with the fair value of the hedge instrument. If this comparison results in a loss, this will be recognised in the profit and loss account.

ACCOUNTING PRINCIPLES FOR THE VALUATION OF ASSETS AND LIABILITIES

Intangible fixed assets

Intangible fixed assets are presented at cost less accumulated amortisation and, if applicable, less impairments in value. Amortisation is charged as a fixed percentage of cost, as specified in more detail in the notes to the balance sheet. The useful life and the amortisation method are reassessed at the end of each financial year.

In order to determine if there is any impairment of intangible fixed assets the reference is made to paragraph "Impairments of fixed assets".

Goodwill is the positive difference between the acquisition price and the actual value of the acquired assets less the liabilities and provisions of the acquired legal entity.

Tangible fixed assets

Tangible fixed assets are presented at acquisition price less accumulated depreciation and, if applicable, less impairments in value. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use. Land is not depreciated.

Cost of major maintenance are recognised within the carrying amount of the relevant item of property, plant and equipment and depreciated separately over the expected maintenance period. When property, plant and equipment are acquired, a separately depreciable component for major repairs is recognised in the initial carrying amount where relevant.

Financial fixed assets

Where significant influence is exercised, participations are valued at net asset value. The net asset value is based on the same accounting principles as applied in these financial statements. If the net asset value is negative, the participation is valued at nil and the negative net asset value is as far as possible deducted from the value of receivables that can be considered to be part of the net investment in the participation.

If the company fully or partly guarantees the liabilities of a participation with a negative net asset value, or has a constructive obligation respectively to enable the participation to pay its (share of the) liabilities, a provision is formed for the amount that is expected to be paid in this respect.

Upon initial recognition the receivables on and loans to participations and other receivables are valued at fair value and then valued at amortised cost, which equals the face value, after deduction of any provisions.

Deferred tax claims are calculated using the most recently enacted tax rates and valued at present value, the discount rate is 3%.

Impairment of non-current assets

On each balance sheet date, the company assesses whether there are any indications that a fixed asset may be subject to impairment. If there are such indications, the realisable value of the asset is determined. If it is not possible to determine the realisable value of the individual asset, the realisable value of the cash-generating unit to which the asset belongs is determined.

An impairment occurs when the carrying amount of an asset is higher than the realisable value; the realisable value is the higher of the realisable value and the value in use. An impairment loss is directly recognised in the income statement while the carrying amount of the asset concerned is concurrently reduced.

If it is established that an impairment that was recognised in the past no longer exists or has reduced, the increased carrying amount of the asset concerned is set no higher than the carrying amount that would have been determined if no impairment value adjustment for the asset concerned had been reported.

The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. If any such evidence exists, the impairment loss is determined and recognised in the income statement.

The amount of an impairment loss incurred on financial assets stated at amortised cost is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss shall be reversed. The reversal shall not result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal shall be recognised through profit or loss.

Inventory

Stocks of raw materials and merchandise are valued at cost or at the lower net-realisable value. This lower net-realisable value is determined by the individual assessment of the stocks.

Finished goods are valued at the lower of cost of manufacture and net realisable value. This lower net realisable value is determined by individual assessment of the inventories. Cost of manufacture includes direct materials used, direct wages and machine costs and other direct costs of manufacture, together with applicable production overhead. Net realisable value is based on estimated selling price, less any future costs to be incurred for completion and disposal.

The valuation method for inventories is the weighted average cost price.

Work in progress on construction contracts

The balance sheet item work in progress on construction contracts is the balance of the project income realised until balance sheet date, if necessary taking into account a provision for expected losses, and the amount already billed to customers. The project income realised until balance sheet date is measured as the part of the total expected project income that can be allocated to the period until balance sheet date, based on the progress of the project until then. The progress of the project is determined based on the project expenses up to the balance sheet date in relation to the estimated total project expenses. If, however, the total project income, the total project expenses or the progress of the project as at balance sheet date can't be reliably estimated, the project income realised until balance sheet date is at the utmost equal to the realised project expenses, so that no profit is recognised for such projects.

Projects in progress for which the balance is a debit amount are presented as current assets. Projects in progress for which the balance is a credit amount are presented under short-term debt.

Project income realised in the financial year is processed as income in the profit and loss account (nett turnover entry). Project costs have been included in the costs of raw materials and consumables and in the cost of outsourced work and other external costs.

Receivables

Receivables are valued at nominal value, unless the cost price differs from the nominal value. In that case, receivables are valued at amortised cost. Differences between the cost price and the nominal value may be caused by (dis)agio or transaction costs. If necessary, impairments (including provisions for doubtful debts) are applied.

Cash

Cash and cash equivalents are valued at nominal value.

Non-controlling interest

The share of third parties in the group equity concerns the interest of third parties in the nett asset value of consolidated companies. In the profit and loss account the share of third parties in the result of consolidated companies is deducted from the group result.

Provisions

General

A provision is recognised when the company has a present obligation as a result of an event originating before balance sheet date, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Unless stated otherwise, provisions are valued at nominal value.

Post-employment benefit obligation

The companies AUMUND Fördertechnik and SCHADE Lagertechnik have built up pension rights for its employees, on the basis of the defined benefit plan. Since 1994 no commitments have been given to new employees. The pension provision is based on actuarial calculations.

Deferred tax liability

Deferred tax liabilities are calculated using the most recently enacted tax rates and valued at present value, with an interest rate of 0 to 4%.

Warranty provision

The warranty provisions have been created for any future claims made by customers. Any actual claims received as well as 0,5% of turnover are allocated to the provisions.

Non-current liabilities

Liabilities are valued at nominal value, unless the original amount differs from the nominal value. In that case, liabilities are valued at amortised cost. Differences between the original amount and the nominal value may be caused by (dis)agio or transaction costs.

Financial leases

The company leases assets whereby it retains substantially all the risks and rewards of ownership of these assets. These assets are recognised on the balance sheet upon commencement of the lease contract at the lower of the fair value of the asset or the discounted value of the minimum lease payments. The lease instalments to be paid are divided into a repayment and an interest portion, using the annuity method.

The liabilities under the lease, excluding the interest payments, are included under long-term liabilities.

The interest component is included in the income statement for the duration of the contract on the basis of a fixed interest percentage of the average remaining redemption component. The assets are depreciated over the remaining useful life.

The interest component is included in the income statement for the duration of the contract on the basis of a fixed interest percentage of the average remaining redemption component. The assets are depreciated over the remaining useful life.

Current liabilities

Liabilities are valued at nominal value, unless the original amount differs from the nominal value. In that case, liabilities are valued at amortised cost. Differences between the original amount and the nominal value may be caused by (dis)agio or transaction costs.

ACCOUNTING PRINCIPLES FOR THE DETERMINATION OF THE RESULT

Net turnover

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer and both the revenue and the costs of the transaction can be determined reliably. The cost of sales is recognised in the same reporting period.

The income for services is included proportionally to the level in which the services were performed based on the costs for the service up to the balance sheet date in relation to the estimated costs for all services to be provided, if a reliable estimate is available. The costs for these services are accounted for in the same period.

Employee benefits

Benefits to be paid periodically

The benefits payable to personnel are recorded in the profit and loss account on the basis of the employment conditions.

Amortisation and depreciation

The depreciation of the intangible fixed assets is calculated using fixed percentages of the purchase price or the research and development costs based on the estimated useful life. Depreciation for tangible fixed assets is based on the estimated useful life of the assets and calculated as a fixed percentage of cost, taking into account any residual value. Book results on the sale of tangible fixed assets are included in depreciation cost.

Future depreciation and amortisation is adjusted if there is a change in estimated future useful life. Gains and losses from the occasional sale of intangible and tangible fixed assets are included in depreciation.

Financial income and expenses

Interest income and interest expenses

Financial income and expenses comprise interest income and expenses of loans for the current reporting period.

Translation differences

Currency translation differences arising upon the settlement or conversion of monetary items are recognised in the income statement in the period that they are realised, unless hedge accounting is applied.

Dividends

Dividends to be received from participations and securities not carried at net asset value are recognised as soon as AUMUND Holding B.V. has acquired the right to them.

Taxes

Tax is calculated over the result before taxation according to the consolidated profit and loss account using current corporate income tax rates, taking into account permanent differences between taxable profit and the profit according to the financial statements. Temporary differences between calculated tax and tax payable are expressed in deferred tax liabilities or receivables, taking into account that a deferred tax receivable is only valued as far as the company expects sufficient taxable profit to realize the receivable.

PRINCIPLES FOR THE PREPARATION OF THE CONSOLIDATED CASHFLOW STATEMENT

The cash flow statement has been prepared using the indirect method.

The cash consists of the cash and cash equivalents and securities.

Income and expenses related to interest, received dividend and profit taxes are included in the cash flow from operational activities. Dividend payments are included in the cash flow from financing activities.

8 NOTES TO THE CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2022

(1) INTANGIBLE FIXED ASSETS

The goodwill was purchased when the company acquired the shares in AUMUND Fördererbau GmbH, SAMSON Materials Handling Ltd., AUMUND France SARL, AUMUND International Ltd.

And AUMUND Engineering Pvt Ltd and can be specified as follows:

The amortisation period for goodwill is determined on the basis of the expected period, during which future benefits will flow to the receiving party.

The book value of the intellectual property rights at December 31, 2022 contains T. € 1.247 self-developed assets (December 31, 2021: T. € 1.041).

(2) TANGIBLE FIXED ASSETS

(3) FINANCIAL FIXED ASSETS

Long-term ICMS tax credit (T. € 1.143)

The long-term ICMS tax credit of AUMUND Brasil Ltda. is calculated at present value and is estimated to be realised in the period from 2023 to 2036. The local tax authorities are not granting any interests on the tax credits.

Other deferred tax assets (T. € 2.787)

The deferred tax assets have been calculated using tax rates of 25 to 34%.

Pension assets (T. € 690)

The actuarial reserve values have been calculated according to actuarial principles and have been allocated by insurance carriers.

(4) INVENTORY

Included in the raw materials and consumables is a provision for slow moving goods of T. € 680 (2021: T. € 1.061). Included in the Finished goods and goods for resale is a provision for slow moving goods of T. € 81 (2021: T. € -).

(5) WORK IN PROGRESS ON CONSTRUCTION CONTRACTS

(6) RECEIVABLES

(7) CASH

The cash at bank and in hand are freely disposable.

(8) GROUP EQUITY

The equity as at December 31, 2022 can be specified as follows:

The allocation of the financial year net result amounts to T. € 14.070.

(9) PROVISIONS

The value of the pension provision for the company pension scheme as of December 31, 2022 was calculated by the actuary and economic mathematician Harmut Karras and by GBG Consulting according to actuarial principles. Reinsurance policies exist for the benefit of the reporting company for the pension commitments granted.

Provisions for pensions and similar obligations are calculated in accordance with actuarial principles, taking into account Prof. Dr. Klaus Heubeck's 2018 G mortality tables, using the projected unit credit method. The valuation is based on an average market interest rate of 1,78% over the past ten years (2021: 1,87%), as announced by the Deutsche Bundesbank for a period of 15 years. The calculation is based on expected pension increases of 1%. The high surrender values of the reinsurance contracts of T. € 690 as of December 31, 2022 are reported under other financial fixed assets.

For the T. € 195 other deferred employee benefits included in the total balance of T. € 6.702 at December 31, 2022 we refer to the disclosure below.

In France, an obligation exists for the company to pay retirement indemnities to its employees at the end of their professional career. These are not pensions, but only one-off payments made when an employee finishes his or her career at the company.

The current obligation is estimated at T, € 163 as at December 31, 2022 (December 31, 2021: T. € 204) and is based on the following assumptions:

As at December 31, 2022 T. € 9 (December 31, 2021: T. € 9) of the obligation is externalized at an insurance company.

The gap between the calculated obligation and the externalized part amounts to T.€ 195 at year-end.

A part of the provision for deferred tax liabilities amounting to T. € 575 has a term of less than a year. The nominal value of the provision is T. € 1.542.

The provision arises from the lower appraisal value of land and buildings paid for tax purposes (as part of the surplus value paid to AUMUND Beteiligungs GmbH upon the company's acquisition of the shares in AUMUND Holding GmbH) and is calculated based on the applicable tax rate of 15% from 2023 to 2036. The present value of the provision is calculated taking into account a term of 14 years and an interest rate after tax of 4%.

The provision also arises from the conversion of the work in progress valuation according to the accounting principles of the subsidiaries of AUMUND Holding B.V. to the percentage of completion method under Dutch GAAP. The provision is calculated based on the applicable tax rate of 25 to 30%.

The warranty provisions have been created for any future claims made by customers. Any actual claims received as well as a percentage between 0,5% and 1,6% of realised turnover are allocated to the provision.

This provision related to employee benefits granted to employees in AUMUND Engineering PVT Ltd.

(10) NON-CURRENT LIABILITIES

Repayments of loans due within the next 12 months after the balance sheet date are not included in the long term liabilities, but in the current liabilities.

The interest rates for these obligations are 6,67% and 7,20%.

(11) CURRENT LIABILITIES

The balance as at December 31, 2022 contains an amount of T.€ 6.727 for the short term portion of the long term debt to AUMUND AG.

CONTINGENT ASSETS AND LIABILITIES

Guarantees

As of December 31, 2022 guarantees have been issued for an amount of T. € 31.842 (December 31, 2021: T. € 33.698).

The total credit line at year end amounts to T. € 87.871 (December 31, 2021: T. € 89.796).

For the guarantee facilities and credit lines of SCHADE Lagertechnik GmbH and AUMUND Fördertechnik GmbH the following securities are provided:

AUMUND Holding B.V. stands as a guarantor for Tilemann GmbH's lease obligation to the Commerzbank.

Operational leases

The AUMUND group has entered into various rental and operational lease contracts. The total liabilities from these contracts amount to:

Other contingent assets and liabilities

Financial instruments

Currency risks

Forward exchange transactions are concluded to hedge expected and existing currency receivables. In principle, the financing transactions are carried out with banks of the highest credit standing. These are macro hedges. The term of the forward exchange transactions corresponds to the expected payment dates of the underlying transactions. Hedging transactions and underlying transactions are presented in the balance sheet as valuation units (integration method). The critical match method was used to measure the effectiveness of the irrigation units.

The following contracts exist as at December 31, 2022:

As at December 31, 2022 the nominal volume is T. € 24.072 (2021 T. € 9.404) and the fair value is T. € 123 (2021: T. € 410). The fair value was determined as the difference between the counter value using the respective hedging rate and the counter value using the closing rate.

Since the hedge and the underlying are congruent (critical terms match method), there are no effects on earnings for the consolidated financial statements (freezing method).

9 NOTES TO THE CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR 2022

(12) NET TURNOVER

The revenues increased in 2022, compared with 2021, with 12,9%.

The segment All other includes products delivered to the lime and gypsum, metallurgy, mining and minerals and power industries.

(13) EMPLOYEE EXPENSES

The pension expenses are included in the social security charges.

(14) AMORTISATION AND DEPRECIATION

(15) OTHER OPERATING EXPENSES

(16) FINANCIAL INCOME AND EXPENSES

(17) TAXATION ON RESULT

The effective tax rate is 25,3%. The applicable tax rate is 24,2%.

The applicable tax rate is based on the relative ratio of the contribution of the group companies to the result and the tax rate applicable in the countries concerned. The effective tax rate differs from the applicable tax rate as a result of:

10 OTHER DISCLOSURES

STAFF

During 2022, 472 employees were employed on a full-time basis (2021: 435).

AUDIT FEES

APPROPRIATION OF THE PROFIT FOR 2022

The board of directors proposes to add the profit for 2022 of T.€ 14.070 to the other reserves.

This proposal has been processed in the annual account in advance of the adoption by the General Meeting.

RELATED PARTY TRANSACTIONS

No significant transactions with related parties took place during the financial year under non-market conditions.

SIGNING BY THE BOARD OF DIRECTORS

11 OTHER INFORMATION

Provisions of the Articles of Association related to the appropriation of profit

According to article 20 of the articles of association the profit is at the shareholders' disposal, provided that the company is only allowed to make dividend distributions as far as equity.

INDEPENDENT AUDITOR'S REPORT

To: the shareholders of AUMUND Holding B.V.

A. Report on the audit of the financial statements 2022 included in the annual report

Our opinion

We have audited the consolidated financial statements 2022 which are part of the financial statements of AUMUND Holding B.V., based in Venlo.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of AUMUND Holding B.V. as at 31 December 2022, and of its result for 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The consolidated 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 consolidated financial statements' section of our report.

We are independent of AUMUND Holding B.V. in accordance with the Wet toezicht accountantsorganisatie (Wta, Audit firms supervision act), the 'Verordening inzake de onafhankelijkheid van accountants bij assurance- opdrachten' (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the 'Verordening gedrags- en beroepsregels accountants' (VGBA, Dutch Code of Ethics).

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

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 on fraud risks and going concern in support of our opinion was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Our audit approach to fraud risks

It is our responsibility to identify and assess the risks of material misstatements of the financial statements due to fraud, and to design and perform audit procedures to respond to those risks in order to obtain sufficient and appropriate audit evidence to provide a basis for our opinion.

For the main fraud risks identified by management, reference is made to the paragraph fraud risk in the management report. We identified the following fraud risks and performed the following specific procedures:

Risk of fraud through management override of controls

We addressed the risk of management override of controls. This includes evaluating whether there is evidence of bias by management that may represent a risk of material misstatement due to fraud.

Management may perceive pressure to manipulate accounting estimates that require significant judgment in order to improve results and to meet bonus targets, or via recording significant related party transactions that are possibly not at arm's length. Additionally, inappropriate accounting policies and treatments may be adopted to achieve the desired outcome and transfer pricing policies may not be properly applied.

We have performed the following procedures. We have:

Risk of fraud in revenue recognition

We addressed the risk of fraud in revenue recognition. This relates to the risk that revenue is not completely recognized or does not occur due to incomplete or incorrect invoicing or recognition of projects or additional work, incorrect cut-off or erroneous estimation of expected project results.

Regarding this risk we have performed the following procedures. We have:

Risk of employees abusing granted payment authorities

We addressed the risk of misappropriation of assets by employees abusing granted payment authorities.

Regarding this risk we have performed the following procedures. We have:

Risk of unlawful commission payments to agents

We addressed the risk of unlawful commission payments to agents given the fact that a part of the activities is performed in countries with an increased risk of corruption.

Regarding this risk we have performed the following procedures. We have:

Our risk assessment and procedures performed did not lead to indications for fraud potentially resulting in material misstatements in the financial statements.

Our audit approach on going concern

Management prepared the financial statements on the assumption that the entity is a going concern and that it will continue its operations for at least twelve months after preparation of financial statements. Our procedures to evaluate management's going concern assessment included, amongst others:

Our procedures did not result in outcomes contrary to management's assumptions and judgments used in the application of the going concern assumption. Our conclusions are based on the audit evidence obtained up to the date of our audit opinion. However, future events or circumstances may affect the company's ability to continue as a going concern.

Consolidated financial statements as part of the (complete) financial statements

The financial statements include the consolidated financial statements and the company financial statements. The company financial statements have been included in a separate report. For a proper understanding of the financial position and result the consolidated financial statements must be considered in connection with the company financial statements. On September 18, 2023 we issued a separate auditor's report on the company financial statements.

B. Report on the other information included in the annual report

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

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 consolidated financial statements.

Management is responsible for the preparation of 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.

C. Description of responsibilities regarding the consolidated financial statements

Responsibilities of management for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the consolidated financial statements.

Our responsibilities for the audit of the consolidated financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:

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

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