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€250 million 3.

375% Senior Secured Notes due 2026


€390 million 3.500% Senior Secured Notes due 2028
Issued by Grupo Antolin Irausa, S.A.U.

Financial Results for the year ended


December 31, 2022

Classified as Public
Table of Contents

Use of terms and conventions ........................................................................ 3

Forward looking statements .......................................................................... 5

Presentation of financial and other data ........................................................... 7

Exchange rate information .......................................................................... 10

Selected financial and other information ........................................................ 11

Risk factors .............................................................................................. 17

Recent developments ................................................................................. 38

Operating and financial review and prospects ................................................. 39

Business .................................................................................................. 73

Management ........................................................................................... 101

Shareholders and certain transactions ......................................................... 109

Description of indebtedness ....................................................................... 111

Grupo Antolin-Irausa, S.A.U. and subsidiaries – auditor’s report ...................... 123

Classified as Public
Use of Terms and Conventions

Unless otherwise specified or the context requires otherwise in this quarterly report:

• references to “2026 Notes” are to the €250.0 million 3.375% Senior Secured Notes
due 2026, which were issued pursuant to an indenture dated April 27, 2018;
• references to “2028 Notes” are to the €390.0 million 3.500% Senior Secured Notes
due 2028, which were issued pursuant to an indenture dated June 29, 2021;
• references to “Allocation” are to the change in the system by which the Group allocates
overheads of the corporate unit, so that such overhead and structural costs and other
structural costs are no longer allocated to the business segments and are instead
allocated within “other”. See “Operating and Financial Review and Prospects—Segment
Reporting”;
• references to “APAC” are to Australia, China, India, Indonesia, Japan, Malaysia,
Philippines, South Korea, Taiwan, Vietnam and Thailand, collectively;
• references to “Company” are to Grupo Antolin-Irausa, S.A.U., a limited liability
company incorporated and existing under the laws of Spain and the issuer of the Notes;
• references to “Covid-19” are to the infectious disease caused by severe acute
respiratory syndrome coronavirus;
• references to “Eastern Europe” are to the following countries Azerbaijan, Bulgaria,
Croatia, Czech Republic, Hungary, Kazakhstan, Poland, Romania, Russia, Serbia,
Slovakia, Slovenia, Turkey and Uzbekistan;
• references to “EIB” are to the European Investment Bank;
• references to “EIB Facility”, are to are to the facility agreement entered into by the
Company and EIB on 12 June 2018 for an amount of €100.0 million and a further finance
contract with the European Investment Bank dated December 23, 2020, regarding a
further euro term loan facility of €40.0 million;
• references to “emerging markets” and “emerging economies” are to growth
markets and growth economies, excluding the US;
• references to “EU” are to the European Union as of the date of this annual report;
• references to “Europe” are to Western Europe and Eastern Europe, collectively;
• references to “Global Data” are to Global Data Plc (former “LMC Automotive” are to
LMC Automotive Ltd.);
• references to “Antolin”, “we”, “us” and “our” are to the Company together with its
consolidated subsidiaries;
• references to “growth markets” and “growth economies” are to economies where
we are experiencing increasing demand for our products and which include the US,
Mexico, Brazil, Turkey, China, India and Thailand;
• references to “IFRS-EU” are to the International Financial Reporting Standards
promulgated by the International Accounting Standards Board and as adopted by the
European Union;
3

Classified as Public
• references to “Intercreditor Agreement” are to the intercreditor agreement dated
March 21, 2014 (as amended and/or amended and restated from time to time) entered
into with, among others, lenders under our Senior Facilities Agreement and the trustee
on behalf of the holders of the 2024 Notes, and to which the Trustee will accede on the
Issue Date as the creditor representative on behalf of the holders of the Notes. See
“Description of Indebtedness—Intercreditor Agreement”;
• references to “North America” are to the US, Canada and Mexico, collectively;
• references to “Notes” are to the 2028 Notes and 2026 Notes;
• references to “OEM” are to original equipment manufacturer;
• references to “R&D” are to research and development;
• references to “Revolving Credit Facility” are to the revolving credit facility made
available under the Senior Facilities Agreement;
• references to “Senior Facilities” are to the senior term facilities made
available under the Senior Facilities Agreement and the Revolving Credit
Facility;
• references to “Senior Facilities Agreement” are to the senior term and
revolving credit facilities agreement originally dated March 13, 2014 (as
amended and/or amended and restated from time to time), entered into
between, among others, the Company, as the original borrower, various
subsidiaries of the Company, as original guarantors, the original lenders listed
therein and Deutsche Bank AG, London Branch, as agent and security agent;
• references to “SFA Guarantors” are to the Company and the Guarantors;
• references to “South America” are to Argentina, Brazil, Bolivia, Chile, Colombia,
Ecuador, Paraguay, Peru, Uruguay and Venezuela, collectively;
• references to “TCO” are to technical commercial offices; and
• references to “Western Europe” are to Austria, Belgium, Finland, France, Germany,
Italy, the Netherlands, Portugal, Spain, Sweden, Switzerland and the United Kingdom,
collectively.

Classified as Public
Forward Looking Statements

Except for historical information contained herein, statements contained in this


quarterly report may constitute “forward looking statements” within the meaning of the US
Private Securities Litigation Reform Act of 1995.

The words “believe”, “anticipate”, “expect”, “predict”, “continue”, “intend”,


“estimate”, “plan”, “aim”, “assume”, “positioned”, “will”, “may”, “should”, “shall”, “risk”,
“probable” and other similar expressions, which are predictions or indications of future
events and future trends, which do not relate to historical matters, identify forward looking
statements. This quarterly report includes forward looking statements relating to our
potential exposure to various types of market risks, such as credit risk, interest rate risk,
exchange rate risk and commodity price risk. You should not rely on forward looking
statements because they involve known and unknown risks, uncertainties and other factors
which are in some cases beyond our control and may cause our actual results, performance
or achievements to differ materially from anticipated future results, performance or
achievements expressed or implied by such forward looking statements (and from past
results, performance or achievements). Certain factors that may cause such differences
include but are not limited to:

• the effects of Covid-19;


• the effects of the invasion of Ukraine by Russia;
• increased or more pronounced cyclicality in the automobile industry;
• our susceptibility to economic trends and to the impact of adverse economic conditions
on our customers or suppliers;
• continuing uncertainties and challenging political conditions in Spain and the European
economy, which may impact the value of the euro;
• the potential loss of customers or changes in market share by our customers;
• our ability to realize revenues from our awarded business and/or the potential
termination or non-renewal of purchase orders by our customers;
• disruptions in the automotive supply chain and fluctuations in the prices of materials;
• our and our customers’ ability to obtain sufficient capital financing, including working
capital lines, and credit insurance;
• fluctuations in the prices of materials and commodities;
• increased competition in the automotive parts industry generally, as well as shifts in
market share among, and demand for, certain vehicles and products;
• shifts in market shares among vehicles or vehicle segments or shifts away from
vehicles;
• our ability to offset price concessions or additional costs from our customers;
• costs and risks in relation to the construction, maintenance, downsizing, closing and/or
sale of our plants;
• mechanical failures, equipment shutdowns, technological breakdowns and interruptions
in the supply of utilities;
5

Classified as Public
• increased capital expenditures required by our ongoing operations;
• risks and additional costs associated with ongoing and/or future acquisitions and
divestitures, program launches and/or our growth with our customers;
• our joint ventures, certain of which we do not control;
• potential impairment of deferred tax assets and/or goodwill;
• our current tax liabilities and the tax accounting treatment we are subject to, including
risks related to any changes therein;
• potential reduction in our net income and equity due to the impairment of goodwill;
• our international operations and risks related to compliance with anti-corruption laws,
regulations and economic sanctions programs in connection thereto;
• our exposure to foreign exchange rate fluctuations;
• unrealized expectations on our investment strategies or shifts away from technologies
in which we invest;
• loss of key executives, availability of labor and any changes in workforce utilization
efficiency, including those resulting from work stoppages and other labor problems;
• risks related to potential non-compliance with, or changes in, applicable laws and
regulations, including in relation to environmental, insurance, product liability, tax,
intellectual property and/or health and safety laws and regulations;
• risks related to shifts away from technologies in which we invest;
• explosions, fires or any other accidents, natural disasters, floods, hurricanes and
earthquakes, theft, terrorist attacks and/or other acts of violence, war or other political
changes in geographic areas in which we operate;
• restrictions on transfer of funds;
• other risks and uncertainties inherent in our business and the world economy; and

For a more detailed discussion of these and other factors, see “Operating and
Financial Review and Prospects” included elsewhere in this quarterly report. You are
cautioned not to place undue reliance on these forward-looking statements. These forward-
looking statements are made as of the date of this quarterly report and are not intended to
give any assurance as to future results. We undertake no obligation to, and do not intend
to, publicly update or revise any of these forward-looking statements, whether to reflect
new information or future events or circumstances or otherwise.

Classified as Public
Presentation of Financial and Other Data

Financial Information and Operational Data

Company historical financial information

This annual report includes our audited consolidated historical financial statements
as of and for the financial years ended December 31, 2020, 2021 and 2022. Other unaudited
financial data is included which is derived from our accounting records.

The audited financial statements of the Company have been prepared in accordance
with IFRS EU applicable at the relevant date and are presented in millions of euro.

Non-IFRS financial information

We have included in this annual report certain financial measures, including EBITDA
that is not required by, nor presented in accordance with IFRS EU. As used in this annual
report, “EBITDA” represents our profit for the period from continuing operations (“EBIT”)
after adding back depreciation and amortization expenses.

This annual report also contains other measures and ratios such as gross profit, gross
profit margin, EBIT margin, EBITDA margin, capital expenditures and net financial debt. We
present these non IFRS measures because we believe that they and similar measures are
widely used by certain investors, securities analysts and other interested parties as
supplemental measures of performance and liquidity.

Our management believes that EBITDA is meaningful for investors because it


provides an analysis of our operating results, profitability and ability to service debt and
because EBITDA is used by our chief operating decision makers to track our business
evolution, establish operational and strategic targets and make important business
decisions. EBITDA is also a measure commonly reported and widely used by analysts,
investors and other interested parties in our industry. To facilitate the analysis of our
operations, EBITDA excludes depreciation and amortization expenses from EBIT in order to
eliminate the impact of general long term capital investment. Although we are presenting
EBITDA to enhance the understanding of our historical operating performance, EBITDA
should not be considered an alternative to EBIT as an indicator of our operating
performance, or an alternative to cash flows from ordinary operating activities as a measure
of our liquidity. EBITDA, as used in this annual report, may not be calculated in the same
manner as “Consolidated EBITDA”, which is calculated pursuant to the Indenture governing
the Notes, or for the purposes of any of our other indebtedness.

The information presented by EBITDA and other non-IFRS financial information


presented in this annual report is unaudited and has not been prepared in accordance with
IFRS EU or any other accounting standards. In addition, the presentation of these measures
is not intended to and does not comply with the reporting requirements of the SEC;
compliance with its requirements would require us to make changes to the presentation of
this information.

You should not consider EBITDA or any other non IFRS or financial measures
presented herein as alternatives to measures of financial performance determined in

Classified as Public
accordance with generally accepted accounting principles, such as net income, as a measure
of operating results or cash flow as a measure of liquidity. EBITDA is not a measure of
financial performance under IFRS EU. Our computation of such measure and other non IFRS
financial measures may not be comparable to similarly titled measures of other companies.

Rounding adjustments have been made in calculating some of the financial


information included in this annual report. As a result, figures shown as totals in some tables
and elsewhere may not be exact arithmetic aggregations of the figures that precede them.

Industry Data

In this annual report, we rely on and refer to information regarding our business and
the market in which we operate and compete. We have obtained this information from
various third-party sources, including providers of industry data, discussions with our
customers and our own internal estimates. While we believe that industry publications,
surveys and forecasts are reliable, they have not been independently verified, and we do
not make any representation or warranty as to the accuracy or completeness of such
information set forth in this annual report.

In drafting this quarterly report, we used industry sources, including reports prepared
by Global Data (formerly LMC Automotive) regarding the fourth quarter and the full year of
2022. While Global Data endeavours to ensure the accuracy of the data, estimates and
forecasts, provided in its services and reflected herein, decisions based upon them
(including those involving investment and planning) are at the user’s own risk and Global
Data accepts no liability in respect of information, analysis and forecasts provided.

Additionally, industry publications, surveys and forecasts generally state that the
information contained therein has been obtained from sources believed to be reliable, but
that the accuracy and completeness of such information is not guaranteed and in some
instances such sources state that they do not assume liability for such information. Market
studies and analyses are frequently based on information and assumptions that might not
be accurate or technically correct, and their methodologies may be forward looking and
speculative. We cannot assure you of the accuracy and completeness of such information
as we have not independently verified such information.

In addition, in many cases, we have made statements in this annual report regarding
our industry and our position in the industry based solely on our experience, our internal
studies and estimates, and our own investigation of market conditions. While we assume
that our own market observations are reliable, we give no warranty for the accuracy of our
own estimates and the information derived from them. They may differ from estimates
made by our competitors or from future studies conducted by market research institutes or
other independent sources. While we are not aware of any misstatements regarding the
industry or similar data presented herein, such data involves risks and uncertainties and
are subject to change based on various factors. See “Risk Factors” in this annual report.
Additionally, all data in relation to our position in our industry as well as specific market
share details are based on the number of units of automotive interior components sold.

We cannot assure you that any of these assumptions are accurate or correctly reflect
our position in the industry, and none of our internal surveys or information has been
verified by any independent sources. We do not make any representation or warranty as to
the accuracy or completeness of this information. Some of the surveys or sources were

Classified as Public
compiled by our advisors and are not publicly available and accordingly may not be
considered to be as independent as other third-party sources.

Classified as Public
Exchange RATE Information

The following tables set forth, for the periods set forth below, the high, low, average
and period end ECB Exchange Rate expressed as US dollars per €1.00. The rates may differ
from the actual rates used in the preparation of the consolidated financial statements and
other financial information appearing in this annual report. We make no representation that
the US dollar amounts referred to below could have been or could, in the future, be
converted into euro at any particular rate, if at all.

The ECB Rate of the euro on December 30, 2022 was $1.0666 per €1.00.

US dollars per €1.00


High Low Average(1) Period end
2017 .............................................................................. 1.2060 1.0385 1.1297 1.1993
2018 .............................................................................. 1.2493 1.1261 1.1810 1.1450
2019 .............................................................................. 1.1535 1.0889 1.1195 1.1234
2020 .............................................................................. 1.2281 1.0707 1.1422 1.2271
2021 .............................................................................. 1.2338 1.1206 1.1827 1.1326
2022 .............................................................................. 1.1464 0.9565 1.0530 1.0666

High Low Average(1) Period end


October 2022 ................................................................. 1.0037 0.9697 0.9826 0.9914
November 2022 ............................................................. 1.0463 0.9753 1.0201 1.0376
December 2022 ............................................................. 1.0666 1.0454 1.0589 1.0666
January 2023 ................................................................. 1.0903 1.0500 1.0769 1.0833
February 2023 ............................................................... 1.0988 1.0554 1.0715 1.0619
March 2023 ................................................................... 1.0886 1.0545 1.0706 1.0875

(1) The average of the exchange rates on each business day during the relevant period

10

Classified as Public
Selected Financial and other information

The following tables set forth the selected financial data and other data of the
Company for the periods ended and as of the dates indicated below. For a detailed
discussion of the presentation of financial data, see “Presentation of Financial and Other
Data”.

You should read this selected financial data in conjunction with “Operating and
Financial Review and Prospects” and the historical consolidated financial statements of the
Company, included elsewhere in this annual report. The results of operations for prior years
are not necessarily indicative of the results to be expected for any future period. For more
information on the basis of preparation of this financial information, see “Presentation of
Financial and Other Data” and the notes to the financial statements included elsewhere in
this annual report.

Basis of Presentation

The tables below set forth the summary financial data for the Company as of and for
the financial years ended December 31, 2020, 2021 and 2022, derived from our audited
consolidated financial statements as of and for the financial years ended December 31,
2020, 2021 and 2022, which were prepared in accordance with IFRS-EU and are included
elsewhere in annual report. Our summary consolidated financial data for the Company is
presented in euro and has been prepared in accordance with IFRS-EU.

Non-IFRS Measures

The summary financial information set forth below contains certain non-IFRS financial
measures, including “EBITDA”, “EBITDA margin”, “capital expenditures” and “net financial
debt.” We present these measures because we believe that they and similar measures are
widely used by certain investors, securities analysts and other interested parties as
supplemental measures of performance and liquidity and should not be considered in
isolation from or as a substitute for our historical financial information.

You should read this summary financial data in conjunction with “Operating and
Financial Review and Prospects” and the historical consolidated financial statements of the
Company and the related notes, included elsewhere in this annual report. The results of
operations for prior years are not necessarily indicative of the results to be expected for any
future period. For more information on the basis of preparation of this financial information,
see “Presentation of Financial and Other Data” and the notes to the financial statements
included elsewhere in this annual report.

11

Classified as Public
Company Historical Financial Data

Consolidated Income Statement (€ millions)

FY 2022 FY 2021 FY 2020

CONTINUING OPERATIONS
Net Turnover 4,450.9 4,055.4 3,974.5

Change in inventories of finished goods and work in progress 8.5 3.7 (16.9)
Capital Grants and other grants taken to income 0.9 0.9 0.8

Other operating revenue 157.3 124.9 103.8

Total Operating Income 4,617.7 4,184.8 4,062.2

Supplies (2,976.2) (2,668.0) (2,579.6)

Staff costs (877.0) (828.5) (815.9)

Depreciation and amortization expense (280.9) (279.9) (297.7)


Variation in provisions for operating allowances (0.8) (0.0) (0.2)

Other operating expenses (561.5) (498.2) (481.9)

Less-Work performed by the Group on its assets 95.0 91.8 87.4

Profit/(loss) from ordinary continuing operations 16.4 1.9 (25.6)

Profit/(loss) on the loss of control of consolidated equity interests (0.3) 0.0 0.0

Net impairment gains/(losses) on non‑current assets (151.6) (19.7) (36.9)


Profit/(loss) on the disposal of non-current assets (1.3) 0.9 (9.4)

Profit of companies accounted for using the equity method 1.4 2.4 1.5

Operating Profit/(loss) from continuing operations (135.4) (14.6) (70.4)

Financial income 4.4 1.0 3.5


Financial expenses (51.9) (51.6) (46.4)

Exchange differences 8.6 3.8 (10.9)

Financial Profit/(loss) (38.9) (46.8) (53.8)

Profit/(loss) before taxes (174.3) (61.3) (124.2)

Corporate income tax (10.8) (8.5) (7.6)

Profit/(loss) from continuing operations for the period (185.0) (69.8) (131.8)

Profit/(loss) for the year from discontinued operations, net of taxes (26.0) 0.0 0.0

Consolidated profit/(loss) for the period (211.0) (69.8) (131.8)

Profit attributable to non-controlling interests 14.6 14.5 12.2


Profit/(loss) Attributable to sthe Parent (225.6) (84.3) (143.9)

12

Classified as Public
Consolidated Balance Sheet (€ millions)

Dec 31, Dec 31, Dec 31,


2022 2021 2020
ASSETS
Intangible assets 409.2 471.6 455.4
Goodwill 90.2 90.0 90.0

Other intangible assets 319.0 381.6 365.4

Property, plant and equipment 644.2 726.5 732.6


Right-of-use assets (assets for leasing) 230.1 264.2 284.4

Investment property 0.6 2.1 6.0

Investments in companies accounted for using the equity method 35.6 32.4 33.1

Other non-current financial assets (includes deferred tax assets) 107.7 114.2 89.6

Total non-current assets 1,427.4 1,611.0 1,601.2

Non-current assets held for sale 16.2 7.1 6.8


Inventories 621.4 548.4 614.2

Customer receivables for sales and services 627.3 546.5 628.8

Other receivables (includes associate companies and valuation adjustments for impairement) 121.5 104.9 119.2

Other current financial assets (includes current investments in Group companies and associates) 4.6 5.0 3.8

Cash and cash equivalents 311.2 440.8 401.7

Total current assets 1,702.2 1,652.6 1,774.6

Total Assets 3,129.6 3,263.6 3,375.7

EQUITY AND LIABILITIES


Capital and Reserves 391.3 616.3 711.3

Share capital 37.5 37.5 37.5

Paid-in capital (share premium) 72.6 72.6 72.6

Reserves 506.8 590.6 745.2


Profit/(loss) attributable to the Parent (225.6) (84.3) (143.9)

Valuation adjustments (includes translation differences and other) (109.2) (141.4) (196.3)

Equity attibuted to the Parent 282.1 475.0 515.1

Non-controlling interests 67.0 65.4 62.5

Total Net Equity 349.1 540.4 577.6

Bank loans, debentures or other marketable securities 1,087.4 1,134.1 1,125.3

Liabilities associated with right-of-use assets (assets for leasing) 189.8 216.7 233.9

Other financial liabilities 17.8 19.7 20.5


Other non-current liabilities (includes grants, provisions and deferred tax liabilities) 139.8 170.5 137.7

Total non-current liabilities 1,434.8 1,540.9 1,517.4

Bank loans, debentures or other marketable securities 45.8 37.7 68.1

Liabilities associated with right-of-use assets (assets for leasing) 60.8 62.2 59.4

Other financial liabilities 3.0 4.3 4.4

Suppliers, creditors and other payables 994.3 865.2 900.7

Other non-current liabilities (includes provisions, other payables and current tax liabilities) 241.8 213.0 248.2

Total current liabilities 1,345.6 1,182.3 1,280.7

Total Equity and Liabilities 3,129.6 3,263.6 3,375.7

13

Classified as Public
Consolidated Statement of Cash Flows (€ millions)
FY 2022 FY 2021 FY 2020

1- CASH FLOWS FROM ORDINARY ACTIVITIES


Consolidated profit/(loss) before taxes for the period (174.3) (61.3) (124.2)
Depreciation and amortization charge 280.9 279.8 297.7
Endowment (reversal) of current provisions 36.9 7.5 0.3
Endowment (reversal) of non-current provisions 7.9 13.5 14.5
Capital grants and other grants taken to income (0.9) (0.9) (0.8)
Financial (Profit)/loss 38.9 46.8 53.8
Net impairment (gains)/losses on non‑current assets 151.6 19.7 36.9
Profit/(loss) on the disposal of non-current assets 1.3 (0.9) 9.4
Gains or losses on the loss of control of consolidated equity interests 0.3 0.0 0.0
Profit/(loss) of companies accounted for using the equity method (1.4) (2.4) (1.5)
Operating profit before changes in working capital 341.1 301.8 286.1
(Increase)/decrease in debtors and other receivables (93.5) 97.0 180.8
(Increase)/decrease in inventories (77.7) 65.8 107.9
Increase/(decrease) in trade and other payables 125.1 (54.0) (113.6)
Increase/(decrease) of other current liabilities 1.4 (1.8) 0.5
Provision payments (23.3) (27.2) (17.8)
Unrealized exchange differences and other items (33.7) 5.7 (42.7)
Cash generated in transactions 239.4 387.3 401.3
Corporate income tax collected/(paid) (23.4) (13.8) (4.4)
Total Net Cash Flows from operating activites 216.0 373.4 396.9
2- CASH FLOWS FROM INVESTMENT ACTIVITIES
Dividends collected 0.4 0.5 0.3
Collections for divestments in-
Group companies, net of cash outflows 14.8 0.0 0.0
Intangible assets 4.8 1.4 3.9
Property, plant and equipment 5.5 18.8 2.4
Investment property 1.0 8.1 0.0
Non-current financial assets 0.0 1.3 0.5
Current financial assets 1.0 0.0 0.0
Payments for investments in-
Associate companies (1.9) (1.9) (4.5)
Group companies 0.0 (0.4) (0.0)
Property, plant and equipment (106.3) (112.7) (86.9)
Intangible assets (94.0) (104.5) (90.9)
Non-current financial assets (1.3) 0.0 0.0
Current financial assets 0.0 (1.1) (2.3)
Total Net Cash Flows from investment activites (176.0) (190.4) (177.5)

3- CASH FLOWS FROM FINANCING ACTIVITIES


Collections/(payments) for equity intruments-
Acquisition of non-controlling interests' shares (1.4) (1.2) 0.0
Contributions from/(refunds to) non-controlling interests, net (7.4) 1.8 (9.2)
Collections/(payments) for financial liabilities-
Early bond repayment (6.7) 4.6 0.0
Syndicated loan repayments (16.1) (11.6) (16.8)
Attainment/(repayment) of other bank borrowings, net (15.9) (14.7) 58.7
Lease liability payments (IFRS 16) (70.3) (66.7) (71.7)
Proceeds from/(repayment of) other financial liabilities, net (3.4) (1.9) (8.8)
Other cash flows from financing activities-
Financial expenses and income paid, net (47.2) (42.4) (43.4)
Payments for dividends and remuneration from other equity instruments 0.0 (12.0) 0.0
Total Net Cash Flows from financing activites (168.4) (144.0) (91.3)

Net Increase/(decrease) of cash and cash equivalents from continued operations (128.4) 39.0 128.1

Net Increase/(decrease) of cash and cash equivalents from discontinued operations (1.2) 0.0 0.0

Cash and cash equivalents at the start of the year 440.8 401.8 273.7

Cash and cash equivalents at the end of the period 311.2 440.8 401.8

14

Classified as Public
Other Financial Data (€ millions)
As of and for the year ended December 31,

2022 2021 2020


(1)
Gross profit 1,641.6 1,516.8 1,482.6
Profit for the year from continuing operations (EBIT) (2) 16.4 1.9 (25.6)
(2)
EBITDA 297.3 281.8 272.1
(3)
Gross profit margin 35.6% 36.2% 36.5%
(3)
EBIT margin 0.4% 0.0% (0.6%)
(3)
EBITDA margin 6.7% 7.0% 6.8%
(4)
Capital expenditures 200.3 217.1 177.8
Cash and bank balances 311.2 440.8 401.7
(5)
Bank loans, debentures and other marketable securities 1,133.2 1,171.8 1,193.4
(5)
Financial debt 1,156.1 1,200.6 1,218.1
(5)
Net financial debt 844.9 759.9 816.4

(1) “Gross profit” represents total operating income less supplies. The following table presents the calculation of gross
profit:´

FY 2022 FY 2021 FY 2020


Total operating income 4,617.7 4,184.8 4,062.2
Adjusted for:
Supplies (2,976.2) (2,668.0) (2,579.6)
Gross profit 1,641.6 1,516.8 1,482.6

(2) “EBITDA” represents profit for the year from continuing operations (“EBIT”) after adding back depreciation and
amortization expenses. Our management believes that EBITDA is meaningful for investors because it provides an
analysis of our operating results, profitability and ability to service debt and because EBITDA is used by our chief
operating decision makers to track our business evolution, establish operational and strategic targets and make
important business decisions. EBITDA is also a measure commonly reported and widely used by analysts, investors
and other interested parties in our industry. To facilitate the analysis of our operations, EBITDA excludes depreciation
and amortization expenses from EBIT in order to eliminate the impact of general long-term capital investment.
Although we are presenting EBITDA to enhance the understanding of our historical operating performance, EBITDA
should not be considered an alternative to EBIT as an indicator of our operating performance, or an alternative to cash
flows from ordinary operating activities as a measure of our liquidity. The following table presents the calculation of
EBITDA:
FY 2022 FY 2021 FY 2020
Profit for the year from continuing operations (EBIT) 16.4 1.9 (25.6)
Adjusted for:
Depreciation and amortization expenses 280.9 279.9 297.7
EBITDA 297.3 281.8 272.1

(3) “Gross profit margin” is gross profit divided by total operating income. EBIT margin is EBIT divided by revenue.
EBITDA margin is EBITDA divided by revenue.

(4) “Capital expenditures” consist of expenditures in property plant and equipment, plus expenditures in intangible
assets. See “Operating and Financial Review and Prospects—Key factors affecting our results of operations—Capital
Expenditures”.

(5) “Bank loans, debentures and other marketable securities” consists of current and non-current payables under
finance leases, the 2026 Notes, the 2028 Notes, the Senior Facilities Agreement, as well as other loans, credit lines,
invoice discount lines, interest payable and financial remeasurements. Financial debt consists of bank loans, debentures
and other marketable securities plus non-recourse factoring and other financial liabilities. Net financial debt consists of
financial debt less cash and bank balances. The following table presents a calculation of net financial debt:

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Dec 31, Dec 31, Dec 31,
2022 2021 2020
(a)
Bank loans, debentures and other marketable securities 1,133.2 1,171.8 1,193.4
(b)
Other financial liabilities 22.9 28.9 24.7
Financial debt 1,156.1 1,200.6 1,218.1
Cash and bank balances 311.2 440.8 401.7
Net financial debt 844.9 759.9 816.4

(a) Bank loans, debentures and marketable securities includes both current and non-current liabilities.

(b) Other financial liabilities primarily include loans granted to us, principally by Spanish public bodies, to finance R&D
projects and improve competitiveness, including financial remeasurement in relation to these loans, and includes both
current and non-current portions. For the purpose of covenant calculations, only interest-bearing soft loans are
considered financial debt. Interest bearing soft loans amounted to €3.8 million as of December 31, 2020, €3.0 million
as of December 31, 2021 and €2.2 million as of December 31, 2022.

Summary Segmental Information of the Company

The following table shows selected audited financial information on a segmental basis
for the periods indicated.
Year ended December 31, € million
2022 2021 2020
Headliners
Net turnover 1,652.4 1,521.0 1,478.0
Other operating (expenses)/income, net (1,544.5) (1,423.5) (1,392.7)
EBITDA 108.0 97.5 85.3
Depreciation and amortization (81.8) (84.2) (88.3)
Operating profit/(loss) (EBIT) 26.2 13.3 (3.0)
EBITDA margin 6.5% 6.4% 5.8%

Doors & Cockpits


Net turnover 2,443.7 2,234.7 2,201.5
Other operating (expenses)/income, net (2,213.2) (2,025.6) (1,977.4)
EBITDA 230.5 209.1 224.2
Depreciation and amortization (154.6) (156.8) (154.0)
Operating profit/(loss) (EBIT) 75.9 55.0 70.2
EBITDA margin 9.4% 9.4% 10.2%

Lighting
Net turnover 350.6 290.7 288.6
Other operating (expenses)/income, net (285.4) (223.3) (227.0)
EBITDA 65.1 67.4 61.6
Depreciation and amortization (31.1) (26.9) (24.6)
Operating profit/(loss) (EBIT) 34.0 40.4 37.0
EBITDA margin 18.6% 23.2% 21.3%

(1)
Other
Net turnover 4.2 8.9 6.5
Other operating (expenses)/income, net (110.5) (101.0) (105.4)
EBITDA (106.3) (92.1) (98.9)
Depreciation and amortization (13.4) (12.0) (30.9)
Operating profit/(loss) (EBIT) (119.7) (104.1) (129.8)

(1) Other is not a primary business segment and its operations support our primary business segments. It is
included herein for the purposes of reconciliation and we do not consider it material. Other includes a wide range of
results generated mainly by Grupo Antolin-Ingeniería, S.A.U., TCOs and consolidated pricing adjustments as well
as overhead and structural costs of the Group pursuant to the Allocation.

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Risk Factors

The automobile industry is cyclical and cyclical downturns in our business


segments negatively impact our business, financial condition, results of
operations and cash flows.

The volume of automotive production and the level of new vehicle purchases
regionally and worldwide are cyclical and have fluctuated, sometimes significantly from
year-to-year. These fluctuations are caused by such factors as general economic conditions,
interest rates, consumer confidence, consumer preferences (including the effects of the
increase of the use of shared cars and mobility services), patterns of consumer spending,
fuel costs and the automobile replacement cycle, and such fluctuations give rise to changes
in demand for our products and may have a significant adverse impact on our results of
operations. In addition, OEM customers generally do not commit to purchasing minimum
quantities from their suppliers. As our business has certain fixed costs that must be met
regardless of demand for our products, cyclical downturns can further affect our results of
operations.

The highly cyclical and fluctuating nature of the automotive industry presents a risk
that is outside and beyond our control and that cannot be accurately predicted. Moreover,
a number of factors that we cannot predict can and have impacted cyclicality in the past.
Decreases in demand for automobiles generally, or in the demand for automobiles
incorporating our products in particular, could materially and adversely impact our business,
financial condition, results of operations and cash flows.

We are susceptible to economic trends, and deterioration of economic conditions


could adversely impact our business and exacerbate the difficulties experienced
by our customers and suppliers in obtaining financing.

A significant economic downturn could have a material adverse effect on our


business. Continued concerns about the systemic impact of a potential long-term and
wide-spread recession, energy costs (including the recent volatility in oil prices), strong
currency fluctuations, the availability and cost of credit, diminished business and consumer
confidence and increased persistent unemployment in Europe have contributed to increased
market volatility and diminished expectations for western and emerging economies,
including in the jurisdictions in which we operate.

In addition, any increased financial instability may lead to longer-term disruptions in


the credit markets, which could impact our customers’ ability to obtain financing for their
businesses at reasonable prices, as well as impact their customers when seeking financing
for automobile purchases. Our OEM customers typically require significant financing for their
respective businesses. In addition, our OEM customers typically have related finance
companies that provide financing to their dealers and customers. These finance companies
have historically been active participants in the securitization markets, which has suffered
and may suffer additional disruptions should economic conditions deteriorate in the future.
Our suppliers, as well as the other suppliers to our customers, may face similar difficulties
in obtaining financing for their businesses. If capital is not available to our customers and
suppliers, or if its cost is prohibitively high, their businesses would be negatively impacted,
which could result in their restructuring or even reorganization/liquidation under applicable
bankruptcy laws. Any such negative impact, in turn, could materially and negatively affect
us either through the loss of revenues to any of our customers so affected, or due to our
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inability to meet our commitments without excess expense resulting from disruptions in
supply caused by the suppliers so affected. Financial difficulties experienced by any major
customer could have a material adverse impact on us if such customer were unable to pay
for the products we provide, materially reduced its capital expenditure on, and resulting
demand for, new product lines, or we otherwise experienced a loss of, or material reduction
in, business from such customer. As a result of such difficulties, we could experience lost
revenues, significant write-offs of accounts receivable, significant impairment charges or
additional restructurings beyond the steps we have taken to date.

Furthermore, increased financial instability in credit and other financial markets and
deterioration of Spanish and/or global economic conditions could, among other things:

• make it more difficult or costly for us to obtain financing for our operations or
investments or to refinance our debt in the future,

• cause our lenders to depart from prior credit industry practice and make more
difficult or expensive the granting of any technical or other waivers under our debt
facilities, to the extent we may seek them in the future, and

• negatively impact global demand for our products, which could result in a reduction
of our sales, operating income and cash flows.

Continuing uncertainties and challenging political conditions in Spain, the


European economy and the euro could intensify the risks faced by the
automotive industry and our business, which could have a material adverse
effect on our operations, financial condition and profitability.

Despite our global presence, the EU as a whole is an important market for our
business, and adverse economic effects within the EU could have a material adverse impact
on our financial condition, results of operations and cash flows. Continuing or renewed
instability in the European markets, the stability of the euro or the European Union and the
uncertainty derived from the refugee crisis has recently contributed to weak European
economic performance. Future developments may continue to be dependent upon a number
of political and economic factors, including the effectiveness of measures by the European
Central Bank and the European Commission to address debt burdens of certain countries in
Europe and the continued stability of the Eurozone.

Concerns persist regarding the debt burden of certain European countries and their
ability to meet future financial obligations, the overall stability of the euro and the suitability
of the euro as a single currency given the diverse economic and political circumstances in
individual member states of the Eurozone. These concerns could lead to the exit of one or
more countries from the Eurozone and the reintroduction of national currencies in the
affected countries.

The UK’s decision to leave the EU has triggered a process of negotiation which will
determine the future terms of the UK’s relationship with the EU (see “Uncertainty regarding
Brexit and the outcome of future arrangements between the EU and the UK could have a
material adverse impact on us”) and the results of elections in other European countries
could lead to the exit of one or more countries from the Eurozone and the reintroduction of
national currencies certain countries. These and other potential developments, or market
perceptions concerning these and related issues, could undermine confidence in the overall

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stability of the EU, have adverse consequences for us with respect to our overall
performance in the EU and, as a result, our business, financial condition, results of operation
and cash flow may be materially affected.

The reintroduction of national currencies in one or more countries that use the euro
could lead to the disruption of financial markets and could have a material adverse impact
on our operations. Furthermore, any such redenomination event would likely be
accompanied by significant economic dislocation, particularly within the Eurozone countries,
which in turn could have an adverse impact on demand for our services and, accordingly,
on our revenue and cash flows. Moreover, any changes from euro to non-euro currencies
within the countries in which we operate may impact our billing and other financial systems.
In light of the significant exposure that we have to the euro through our euro-denominated
cash balances and cash flows, a redenomination event could have a material adverse impact
on our cash flows, financial condition and results of operations.

Despite our global presence, Spain is still a significant market for our business,
representing 4.3% of our revenue for the year ended December 31, 2022.

Instability in the European economy, the euro or Spain could have a material adverse
effect on our business, financial condition and results of operations.

We are dependent on large customers for current and future revenues. The loss
of any of these customers or changes in the market share by these customers
could have a material adverse impact on us.

Although we supply our products to several of the leading automobile manufacturers,


as is common in our industry we depend on certain large value customers for a significant
proportion of our revenues. For example, for the year ended December 31, 2022,
Volkswagen Group, Stellantis, Ford, Mercedes-Benz AG and BMW Group, represented
22.6%, 15.5%, 12.6%, 8.1% and 7.6% of our revenue of our revenue, respectively. The
loss of all or a substantial portion of our sales to any of our large volume customers could
have a material adverse effect on our business, financial condition, results of operations
and cash flows by reducing cash flows and by limiting our ability to spread our fixed costs
over a larger revenue base. We may make fewer sales to these customers for a variety of
reasons, including, but not limited to:

• loss of awarded business;

• reduced or delayed customer requirements;

• OEMs’ insourcing business they have traditionally outsourced to us;

• strikes or other work stoppages affecting production by our customers;

• bankruptcy or insolvency of a customer; or

• reduced demand for our customers’ products.

See also “We are susceptible to economic trends, and deterioration of economic
conditions could adversely impact our business and exacerbate the difficulties experienced
by our customers and suppliers in obtaining financing”.

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Furthermore, our customers may consolidate or merge from time to time, such as
was the case between FCA and PSA, which merged into the new Stellantis and became
world’s third largest automaker in terms of revenues and forth when considering cars
produced since its inception in January, 2021. Consolidation among our customers could
result in an increasingly concentrated client base of large customers which could, among
others, increase the bargaining power of our current and future customers and impact the
terms of the services that we provide. Mergers of our customers with entities that are not
our customers could also materially impact our financial position and results of operations.
Any significant changes in the ownership or operation of our customers, as a result of
consolidation, merger or otherwise, could adversely affect our business, prospects, financial
condition or results of operations.

Our inability to realize revenues represented by our awarded business or


termination or non-renewal of production purchase orders by our customers
could materially and adversely impact our business, financial condition, results
of operations and cash flows.

The realization of future revenues from awarded business is inherently subject to a


number of important risks and uncertainties, including the number of vehicles that our
customers will actually produce and the timing of that production.

Typically, the terms and conditions of the agreements with our customers do not
include a commitment regarding minimum volumes of purchases from us. In addition, such
contracts typically provide that customers have the contractual right to unilaterally
terminate our contracts with them with no notice or limited notice. If such contracts are
terminated by our customers, our ability to obtain compensation from our customers for
such termination is generally limited to the direct out-of-pocket costs that we incurred for
materials and work-in-progress and in certain instances undepreciated capital expenditures
and tooling. Further, there is no guarantee that our customers will renew their purchase
orders with us. We cannot assure you that our results of operations will not be materially
adversely impacted in the future if we are unable to realize revenues from our awarded
business, if our customers cancel awarded business or if our customers fail to renew their
contracts with us.

Disruptions in the automotive supply chain could have a material adverse impact
on our business, financial condition, results of operations and cash flows.

The automotive supply chain is subject to disruptions because we, along with our
customers and suppliers, attempt to maintain low inventory levels. In addition, our plants
are typically located in close proximity to our customers.

Disruptions could be caused by a multitude of potential problems, such as closures


of one of our or our suppliers’ plants or critical manufacturing lines due to strikes,
mechanical breakdowns, electrical outages, fires, explosions or political upheaval, as well
as logistical complications due to weather, earthquakes, other natural or nuclear disasters,
mechanical failures, delayed customs processing and more.

Additionally, if we are the cause for a customer being forced to halt production, the
customer may seek to recoup all of its losses and expenses from us. Any disruptions
affecting us or caused by us could have a material adverse impact on our business, financial
condition, results of operations and cash flows.

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The inability for us, our customers or our suppliers to obtain and maintain
sufficient capital financing, including working capital lines, and credit insurance
may adversely affect our, our customers’ and our suppliers’ liquidity and
financial condition.

Our working capital requirements can vary significantly, depending in part on the
level, variability and timing of our customers’ worldwide vehicle production and the payment
terms with our customers and suppliers. Our liquidity could also be adversely impacted if
our suppliers were to suspend normal trade credit terms and require payment in advance
or payment on delivery. If our available cash flows from operations are not sufficient to fund
our ongoing cash needs, we would be required to look to our cash balances and availability
for borrowings under our credit facilities to satisfy those needs, as well as potential sources
of additional capital, which may not be available on satisfactory terms and in adequate
amounts, if at all.

There can be no assurance that we, our customers and our suppliers will continue to
have such ability. This may increase the risk that we cannot produce our products or will
have to pay higher prices for our inputs. These higher prices may not be recovered in our
selling prices.

Our suppliers often seek to obtain credit insurance based on the strength of the
financial condition of our subsidiary with the payment obligation, which may be less robust
than our consolidated financial condition. If we were to experience liquidity issues, our
suppliers may not be able to obtain credit insurance and in turn would likely not be able to
offer us payment terms that we have historically received. Our failure to receive such terms
from our suppliers could have a material adverse effect on our liquidity.

We are subject to fluctuations in the prices of materials and commodities.

Our operating income and net income can be adversely affected by changes in the
prices of the materials we use, notably textile fabrics, plastic injection grain,
petroleum-based resins, certain metals, semiconductors and different commodities. To the
extent that our agreements with suppliers do not protect us from increases in the cost of
materials or that we cannot pass through increases in the costs of our materials to our
customers, we are exposed to risks related to unfavourable fluctuations in commodity
prices. We do not use derivatives to hedge our purchases of materials or energy. If
commodity prices were to rise steeply, we cannot guarantee that we would be able to pass
on all such price increases to our customers, which could have an unfavourable impact on
our sales, profitability, results and overall financial position.

We may have difficulty competing favourably in the highly competitive


automotive parts industry generally and in certain product or geographic areas
specifically.

The automotive parts industry is highly competitive and is heavily affected by


technological developments and new models shaping the future of the market, such as the
new CASE+P trends, as cars will be more connected, autonomous, shared, electric and
personalized over the next years. We face significant competition within each of our major
product areas, including from new competitors entering the markets that we serve, and
OEMs that may seek to integrate vertically. The principal competitive factors include price,
technology, quality, global presence, service, product performance, design and engineering

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capabilities, new product innovation and timely delivery. We cannot assure you that we will
be able to continue to compete favourably in these competitive markets or that increased
competition will not have a material adverse effect on our business by reducing our ability
to maintain sales and profit margins.

Furthermore, the failure to obtain new business projects on new models, the delay
in certain projects caused by a number of factors that are beyond our control -such as Covid
pandemic- or to retain or increase business projects on redesigned existing models, could
adversely affect our business, financial condition, results of operations and cash flows. In
addition, it may be difficult in the short-term for us to obtain new revenues to replace any
unexpected decline in the sale of existing products.

Shifts in market shares among vehicles or vehicle segments or shifts away from
vehicles in which we have significant content could have a material adverse
effect on our profitability.

While we supply internal components for a wide variety of vehicles produced globally,
we do not supply components for all vehicles produced, nor is the number or value of
components evenly distributed among the vehicles for which we do supply components.
Shifts in market shares among vehicles or vehicle segments, particularly shifts away from
vehicles on which we have significant content and shifts away from vehicle segments in
which our sales may be more heavily concentrated, could have a material adverse effect on
our profitability.

Our inability to offset price concessions or additional costs from our customers
could have an adverse effect on our profitability.

We face ongoing pricing pressure, as well as pressure to absorb costs related to


product design and engineering, as well as other items previously paid for directly by OEMs,
such as tooling. Typically, in line with our industry practice, our customers benefit from
price reductions during the life cycle of a contract. We expect to offset these price
concessions by achieving production efficiencies; however, we cannot guarantee that we
will do so. If we fail to achieve production efficiencies to fully offset price concessions or do
not otherwise offset such price concessions, our profitability and results of operations would
be adversely affected.

We may be forced to downsize, close or sell some of our operations which could
have an adverse effect on our profitability.

The automotive industry in some of our markets -most notably Western Europe-
continues to experience significant overcapacity, elevated levels of vehicle inventory,
reduced consumer demand for vehicles and depressed production volumes and sales levels.
In response to these conditions, we may be forced to restructure our operations, including
through plant closures. If we are forced to close manufacturing locations because of loss of
business or consolidation of manufacturing facilities, the employee severance, asset
retirement and other costs, including reimbursement costs relating to public subsidies, to
close these facilities may be significant. In certain locations that are subject to leases, we
may continue to incur material costs consistent with the initial lease terms. We continually
attempt to align production capacity with demand; therefore, we cannot assure you that
additional plants will not have to be closed as part of the typical efficiency plans and cost

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cutting initiatives intended to adapt our operating structure and optimize our footprint to
global trends and market needs.

The construction and maintenance of our facilities entails certain risks.

The construction and maintenance of our facilities entails certain difficulties, both
from a technical perspective as well as in terms of the timing of the various construction
phases. A number of problems may arise in relation to our facilities, such as interruptions
or delays due to failed deliveries by suppliers or manufacturers, problems with connecting
to the utilities networks, construction faults, problems linked to the operation of equipment,
adverse weather conditions, unexpected delays in obtaining or sourcing permits and
authorizations, or longer-than-expected periods for technical adjustments. The additional
costs that may arise in the maintenance of facilities may adversely affect our business
operations, financial position and operational results.

Mechanical failure, equipment shutdowns and technological breakdown could


adversely affect our business.

We are subject to mechanical failure and equipment shutdowns which may be beyond
our control, particularly the failure of the airbags we incorporate into our cockpit modules.
If a section of one of our production sites is damaged or shuts down, it could cause a
mechanical failure or equipment shutdown in other components of such production site. If
such events occur, our production capacity may be materially and adversely impacted. In
the event that we are forced to shut down any of our production sites for a significant period
of time, it would have a material adverse effect on our business operations, financial position
and operational results.

Interruptions in the supply of utilities to our facilities may negatively affect our
operations.

We are reliant upon a continuous and uninterrupted supply of electricity, gas and
water to our production facilities to ensure the continued operation of our production lines
and supply chain. An interruption to the supply of any of these utilities, even in the short-
term, including but not limited to a trip in the electricity grid, a gas leak or issues with local
water mains, could cause equipment shutdowns, mechanical failures and/or damage to our
facilities and equipment which could materially and adversely impact our business
operations, financial position and operational results.

Our ongoing operations may require increased capital expenditure at certain


stages that will consume cash from our operations and borrowings.

In order to maintain our product lines for existing products, from time to time, we
are required to make certain operational and maintenance related capital expenditure on
our facilities. Our capital expenditures for the year ended December 31, 2022, 2021 and
2020 amounted to € 200.3 million, €217.1 million and €177.8, respectively. Our ability to
undertake such operational and maintenance measures largely depends on our cash flow
from our operations and access to capital. We intend to continue to fund our cash needs
through cash flow from operations. However, there may be unforeseen capital expenditure
needs for which we may not have adequate capital. The timing of capital expenditures also
may cause fluctuations in our operational results.

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Our profitability may be adversely affected by program launch difficulties.

From time to time we are awarded new business by our customers. The launch of
new programs is a complex process, the success of which depends on a wide range of
factors, including the production readiness of our and our suppliers’ manufacturing facilities
and manufacturing processes, as well as factors related to tooling, equipment, employees,
initial product quality and other factors. Our failure to successfully launch material new
programs could have an adverse effect on our profitability.

We may not be able to grow our business with Asia-based automotive customers
or grow our business enough with such customers to offset slower growth with
our largest customers, which could have an adverse effect on our profitability.

In light of the amount of business we currently have with our largest customers in
certain regions, our opportunities for incremental growth with these customers may be
limited. While we have a substantial presence in Asia (especially in China and South Korea),
the amount of business we have with Asia-based OEMs, including Toyota, Hyundai, Kia and
Honda, generally lags that of our largest customers which are based in Europe (Ford,
Volkswagen Group and Renault-Nissan) due in part to the existing relationships between
such Asia-based OEMs and their preferred suppliers. There is no certainty that we can
achieve growth with Asia-based OEMs, or that any such growth will offset slower growth we
may experience with our largest customers.

There are integration and consolidation risks associated with potential future
acquisitions and divestitures. Future acquisitions and divestments may result in
significant transaction expenses, unexpected liabilities and a negative impact on
operations and/or cash flows. Future acquisitions may result in risks associated
with entering new markets, and we may be unable to profitably operate any new
businesses acquired.

We, at Antolin, have made strategic acquisitions in the past. For example, in 2015
we acquired the Magna Interiors Business from Magna for $597.2 million (approximately
€535.2 million). The integration of the Magna Interiors Business within the Group was fully
implemented in the 2018 calendar year. We have also made strategic divestments in the
past, including the Divestment for €285.6 million on an enterprise value offer and on a debt-
free and cash-free basis. If we do not realize the expected benefits or synergies from the
Divestment, it could adversely affect our financial condition and results of operations. The
Divestment entails risks, including the exposure to potential post-closing claims for
indemnification and adjustments to the purchase price. Pursuant to the terms of the sale
and purchase agreement governing the Divestment, we are required to indemnify the buyer
against certain liabilities and obligations, and we may also become subject to litigation with
the buyer or third-party claims arising out of the divestiture. Any of these risks could
demand significant attention from our management and have a material adverse effect on
our business, prospects, financial condition, results of operations and cash flows.

Additionally, we acquired an strategic stake in AED Engineering, an electronic


systems company based in Munich and present also in Spain providing services to premium
OEMs located in Germany, as well as a minority interest in Israel-based startup Eyesight -
now Cipia- specialized in state-of-the-art technology focused on driver monitoring systems
in order to continue building our capabilities within the electronic systems arena as part of
our main goal and aim to become a leading smart integrator of technological innovations

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within our products to improve our global profitability, increase product portfolio and
customer base. Also, in August we opened our new Innovation Centre in Shanghai to
develop our footprint and customer relationships in the Asian region, particularly in China,
and signed a commercial agreement with one of the largest Chinese electric vehicles
manufacturers, Evergrande Auto, which allowed us to be awarded with a number of projects
of both local and international OEMs operating in the region.

In the future we may make further strategic acquisitions of suitable acquisition


candidates in markets where we currently operate, as well as in markets in which we have
not previously operated and may also make additional strategic divestitures, where this is
in line with our strategy. However, we may not be able to identify suitable acquisition
candidates in the future or may not be able to finance such acquisitions on favourable terms.
We may lack sufficient management, financial and other resources to successfully integrate
future acquisitions or to ensure that such future acquisitions will perform as planned or
prove to be beneficial to our operations. We may not be offered suitable terms, including
price, for divestitures we wish to make. Acquisitions and divestitures in general involve
numerous other risks, including the diversion of our management’s attention from other
business concerns, undisclosed risks impacting the target and potential adverse effects on
existing business relationships with current customers and suppliers. In addition, any
acquisitions or divestitures could impact our financial position or cash flow. In certain
transactions, our acquisition analysis includes assumptions regarding the consolidation of
operations and improved operating cost structures for the combined operations. Such
synergies or benefits may not be achieved on the assumed time schedule or in the assumed
amount, if at all. Any future acquisitions may result in significant transaction expenses,
unexpected liabilities and risks associated with entering new markets in addition to the
integration and consolidation risks. As a result of our acquisitions or divestments, we may
assume continuing obligations, deferred payments and liabilities. Any past or future
acquisitions may result in exposure to third parties for liabilities, such as liability for faulty
work done by the acquired business and liability of the acquired business or assets that may
or may not be adequately covered by insurance or by indemnification, if any, from the
former owners of the acquired business or assets. In connection with divestitures, we may
remain exposed to the buyer for tax, environmental or other liabilities of the Divested
Business. The occurrence of any of these liabilities could have a material adverse effect on
our business and results of operations.

We do not control certain of our joint ventures.

We have a number of strategic partnerships and joint ventures and alliances. See
“Business—Joint Ventures”. There can be no assurance that the arrangements will be
successful and/or achieve their planned objectives. The performance of all such operations
in which we do not have a controlling interest will depend on the financial and strategic
support of the other shareholders. Such other shareholders may make ill-informed or
inadequate management decisions or may fail to supply or be unwilling to supply the
required operational, strategic and financial resources, which could materially adversely
affect these operations. If any of our strategic partners were to encounter financial
difficulties, change their business strategies or no longer be willing to participate in these
strategic partnerships, joint ventures and alliances, our business, financial condition and
results of operations could be materially adversely affected.

Moreover, in some of these businesses, we may not have the power to control the
payment of dividends or other distributions, so even if the business is performing well, we
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may not be able to receive payment of our share of any profits. Finally, there could be
circumstances in which we may wish or be required to acquire the ownership interests of
our partners, and there can be no assurance that we will have access to the funds necessary
to do so, on commercially reasonably terms or at all.

The value of our deferred tax assets could become impaired, which could
materially and adversely affect our operating results.

As of December 31, 2022, we had approximately €99.8 million in deferred tax assets.
The remaining deferred tax assets include net operating loss carry forwards that can be
used to offset taxable income in future periods and reduce income taxes payable in those
future periods. Our ability to utilize our net operating loss carry forwards may be limited
and delayed. We periodically determine the probability of the realization of deferred tax
assets, using significant judgments and estimates with respect to, among other things,
historical operating results and expectations of future earnings. If we determine in the
future that there is not sufficient evidence to support the valuation of these assets, due to
the factors described above or other factors, we may be required to adjust the valuation
allowance to reduce our deferred tax assets. Such a reduction could result in material
non-cash expenses in the period in which the valuation allowance is adjusted and could
have a material adverse effect on our results of operations. In addition, adverse changes in
the underlying profitability and financial outlook of our operations in several foreign
jurisdictions could lead to changes in our valuation allowances against deferred tax assets
and other tax accruals that could adversely affect our financial results. Finally, the Company
and some of its Spanish subsidiaries and holding companies form a tax group subject to the
special tax consolidation regime for corporate income tax purposes. If, for whatever reason,
the consolidated tax regime were forfeited or the tax group extinguished, the right to offset
the tax loss carry forwards and use the tax credits of the tax group would be assigned to
the companies that generated them. This could limit the ability of the companies to
effectively make use of these deferred tax assets and that could adversely affect our
financial results.

Our profitability may be materially adversely affected by our inability to utilize


tax losses or because of tax exposures we face.

We have incurred losses in some countries which we may not be able to fully or
partially offset against income we have earned in those countries. In some cases, we may
not be able to utilize these losses at all if we cannot generate profits in those countries or
if we have ceased conducting business in those countries altogether. Our inability to utilize
material tax losses could materially adversely affect our profitability. At any given time, we
may face other tax exposures arising out of changes in tax laws, tax reassessments or
otherwise. To the extent we cannot implement measures to offset these exposures, they
may have a material adverse effect on our profitability.

Changes in our mix of earnings between jurisdictions with lower tax rates and
those with higher tax rates could have a material adverse effect on our
profitability.

Our effective tax rate varies in each country in which we conduct business. Changes
in our mix of earnings between jurisdictions with lower tax rates and those with higher tax
rates could have a material adverse effect on our profitability.

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We are subject to taxation which is complex and often requires us to make
subjective determinations.

We are subject to many different forms of taxation in multiple jurisdictions including


but not limited to income tax, value added tax, social security and other payroll related
taxes. Tax law and administration in each of these jurisdictions is complex and often
requires us to make subjective determinations. The various tax authorities may not agree
with the determinations that are made by us with respect to the application of tax law. Such
disagreements could result in lengthy legal disputes and, ultimately, in the payment of
substantial amounts of tax, interest and penalties, which could have a material effect on
our results of operations. Additionally, we could be adversely affected by changes in tax
laws, regulations or interpretations in various jurisdictions.

We have a material amount of goodwill, which, if it becomes impaired, would


result in a reduction in our net income and equity.

Goodwill, primarily derived from our acquisition of the Magna Interiors Business,
represents the excess of the cost of an acquisition over the fair value of the net assets
acquired. IFRS-EU requires that goodwill be periodically evaluated for impairment based on
the fair value of the reporting unit. Declines in our profitability or the value of comparable
companies may impact the fair value of our reporting units, which could result in a
write-down of goodwill and a reduction in net income. As of December 31, 2022, we had
approximately €90.2 million of goodwill on our consolidated balance sheet that could be
subject to impairment. Any new businesses acquired in the future could result in recognition
of additional goodwill, which could be significant. We could also be required to recognize
additional impairments in the future and such an impairment charge could have a material
adverse effect on our financial position and results of operations in the period of recognition.

We are subject to risks related to our international operations.

Our international operations include manufacturing facilities in, among other


locations, Brazil, China, India, Mexico and Thailand, and we sell our products in each of
these areas. Pursuant to the acquisition of the Magna Interiors Business, we now have
additional manufacturing facilities in, among others, Austria, Czech Republic, Hungary and
Slovakia. For the year ended December 31, 2022 approximately 38.9% of our revenues
were derived from operations in growth markets outside of Europe and the United States.
International operations are subject to various risks that could have a material adverse
effect on those operations and our business as a whole, including but not limited to:

• exposure to local economic and social conditions, including logistical and


communication challenges;

• exposure to local political conditions, including political disputes, coups, the risk of
seizure of assets by a foreign government, increased risk of fraud and political
corruption, terrorism, acts of war or similar events;

• exposure to local public health issues and the resultant impact on economic and
political conditions;

• exposure to potentially undeveloped legal systems which make it difficult to enforce


contractual rights and to potentially adverse changes in laws and regulatory
practices;
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• exposure to local tax requirements and obligations;

• foreign currency exchange rate fluctuations and currency controls;

• greater risk of uncontrollable accounts and longer collection cycles;

• the risk of government sponsored competition;

• controls on the repatriation of cash, including the imposition or increase of


withholding and other taxes on remittances and other payments by foreign
subsidiaries; and

• export and import restrictions.

We are exposed to risks in relation to compliance with anti-corruption laws and


regulations and economic sanction programs.

Our international operations require us to comply with the laws and regulations of
various jurisdictions. In particular, our international operations are subject to anti-
corruption laws and regulations, such as the US Foreign Corrupt Practices Act of 1977 and
the United Kingdom Bribery Act of 2010, and economic sanction programs, including those
administered by the UN, EU and Office of Foreign Asset Control in the United States. These
laws prohibit improper business conduct and restrict us from dealing with certain sanctioned
countries.

As a result of our international operations we are exposed to the risk of violating anti-
corruption laws and sanctions regulations applicable in those countries where we operate.
Some of the countries in which we operate lack as developed a legal system as other
locations and are perceived to have high levels of corruption. Our continued geographical
diversification, including in emerging economies, development of joint venture relationships
worldwide and our employment of local agents in the countries in which we operate
increases the risk of violations of anti-corruption laws, sanctions or similar laws. Violations
of anti-corruption laws and sanctions regulations are punishable by civil penalties, including
fines, denial of export privileges, injunctions, asset seizures, debarment from government
contracts (and termination of existing contracts) and revocations or restrictions of licenses,
as well as criminal fines and imprisonment. In addition, any major violations could have a
significant impact on our reputation and consequently on our ability to win future business.

We have policies and procedures designed to assist our compliance with applicable
laws and regulations including training of our employees to comply with such laws and
regulations. Our Code of Conduct, updated in 2019 and which is translated in all languages
in which our Group operates, aims at educating our employees in such policies and
principles. With the goal of continuously strengthening our Corporate Governance model,
we have created the role of Chief Ethics & Compliance Officer (CECO) in April 2017, in order
to assist, promote and develop a culture of global compliance within the core of our
organization and define a regulatory compliance system as a guarantee for the effective
support of integrity within the organization. While we have a strong culture of compliance
and we believe we have adequate systems of control, we have implemented globally the
SAP-GRC (Risk Management Module) in order to ensure that the compliance risks are
identified, analysed and appraised. In 2019 the company has developed a criminal and anti-
bribery compliance system that complies with the requirements of the reference standards
UNE 19601 and ISO/UNE 37001.We seek to continuously improve our system of internal
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controls, to remedy any weaknesses that are identified through appropriate corrective
action depending on the circumstances, including additional training, improvement of
internal controls and oversight, and deployment of additional resources and to take
appropriate action in case of any breach of our rules and procedures which might include
disciplinary measures, suspensions of employees and ultimately termination of such
employees. There can be no assurance, however, that our policies and procedures will be
followed at all times or will effectively detect and prevent violations of the applicable laws
by one or more of our employees, consultants, agents or partners and, as a result, we could
be subject to penalties and material adverse consequences on our business, financial
condition or results of operations if they failed to prevent any such violations.

Foreign exchange rate fluctuations could cause a decline in our financial


condition, results of operations and cash flows, and our hedging and other
derivative arrangements may not effectively or sufficiently offset the negative
impact of foreign exchange rate fluctuations.

Although our reporting currency is the euro, a portion of our sales and operating costs
are realized in other currencies, such as the US dollar, the Brazilian real, the Chinese
renminbi, the Indian rupee, the Mexican peso, the Czech crown, the Russian ruble, the
Turkish lira or the Hungarian forint. Such non-euro currencies are recorded at the exchange
rates prevailing on the dates of the operations. Gains or losses on transactions denominated
in foreign currencies are taken to the consolidated income statement as and when they
occur.

We are subject to risk if the foreign currency in which our costs are paid appreciates
against the currency in which we generate revenues because the appreciation effectively
increases our cost in that country. The financial condition, results of operations and cash
flows of some of our operating entities are reported in foreign currencies and then translated
into euro at the applicable foreign exchange rate for inclusion in our consolidated financial
statements. As a result, appreciation of the euro against these foreign currencies generally
will have a negative impact on our reported sales and profits while depreciation of the euro
against these foreign currencies will generally have a positive effect on reported revenues
and profits.

Significant long-term fluctuations in relative currency values, in particular a


significant change in the relative values of the non-euro currencies in which we operate
could have an adverse effect on our profitability and financial condition and any sustained
change in such relative currency values could adversely impact our competitiveness in
certain geographic regions.

Economic instability in the countries in which we operate where the euro is not the
local currency and the related decline in the value of the relevant local currency in these
countries could have a material adverse effect on our business, financial condition, results
of operations and cash flows.

Although we, at Antolin, have not entered into any foreign-currency hedge rate
agreements or forward contracts, we seek a variety of mechanisms to hedge against major
movements in currencies, such as using local suppliers and negotiating with customers and
suppliers. We may also use a combination of natural hedging techniques and financial
derivatives to protect against certain foreign currency exchange rate risks. Such hedging
activities may be ineffective or may not offset more than a portion of the adverse financial

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impact resulting from foreign currency variations. Gains or losses associated with hedging
activities may also negatively impact operating results.

For the year ended December 31, 2023, an additional 5% rise in the euro against
currencies such as the e Czech koruna, the Brazilian real, the US dollar, the Mexican peso,
the Pound sterling and the Chinese yuan, would reduce our budgeted Net Turnover by
approximately €146 million or approximately 3%, and our budgeted EBIT would decrease
by approximately €7.6 million.

We have invested substantial resources in markets where we expect growth and


we may be unable to timely alter our strategies should such expectations not be
realized.

Our future growth is dependent on our making the right investments at the right time
to support product development and manufacturing capacity in areas where we can support
our customer base. We have identified certain markets including North America, Mercosur
and APAC as key markets where we are likely to experience substantial growth, and
accordingly have made and expect to continue to make substantial investments, both
directly and through participation in various partnerships and joint ventures to support
anticipated growth in those regions. If we are unable to deepen existing and develop
additional customer demand in these regions, we may not only fail to realize expected rates
of return on our existing investments, but we may incur losses on such investments and be
unable to timely redeploy the invested capital to take advantage of other markets,
potentially resulting in lost market share to our competitors. Our results will also suffer if
these regions do not grow as quickly as we anticipate.

Loss of key executives and failure to attract qualified management could limit
our growth and negatively impact our operations.

We have a management team with a substantial amount of expertise in the


automotive industry. Loss of key members of management could result in the loss of
valuable customer relationships and/or less or unsuccessful implementation of strategies.

Availability of labor in some of the areas in which we operate could negatively


impact our operations.

When establishing and operating facilities in some emerging economies, we may


encounter difficulties with the availability of labor. In some instances, we may compete with
our customers for qualified employees in a limited labor pool of adequately trained workers.
Performing work in these areas and under these circumstances can slow our progress,
potentially causing us to incur contractual liabilities to our customers. These circumstances
may also cause us to incur additional, unanticipated costs that we might not be able to pass
on to our customers.

Our profitability could be negatively impacted if we are not able to maintain


appropriate utilization of our workforce.

The extent to which we utilize our workforce affects our profitability. If we under
utilize our workforce, our project profits and overall profitability suffer in the short-term. If
we over utilize our workforce, we may negatively impact safety, employee satisfaction and
project execution, which could result in a decline of future project awards. The utilization of
our workforce is impacted by numerous factors including:
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• our estimate of the headcount requirements for various manufacturing units based
upon our forecast of the demand for our products;

• our ability to maintain our talent base and manage attrition;

• our ability to schedule our portfolio of projects to efficiently utilize our employees
and minimize production downtime;

• our need to invest time and resources into functions such as training, business
development, employee recruiting, and sales that are not chargeable to customer
projects; and

• the degree of structural flexibility of labor laws in countries where our employees
are located.

The workforce in the automotive industry is highly unionized and if we fail to


extend or renegotiate our collective bargaining agreements with our labor
unions as they expire from time to time, or if our employees, or our customers’
employees, engage in work stoppages and other labor problems, this could
result in a material adverse effect.

We have a large number of collective bargaining agreements. In addition, we have


specific exposure to labor strikes in our international operations. For example, in 2016 we
had strikes in Germany and France, in 2017 we had strikes in France and in 2018 we faced
a Metal Industry strike in Germany. We did not suffer any strikes in 2021 nor in 2022. None
of these strikes had significant effects on our business, financial condition and results of
operations. However, if major work disruptions involving our employees were to occur, our
business could be adversely affected by a variety of factors, including a loss of revenues,
increased costs and reduced profitability. We cannot assure you that we will not experience
a material labor disruption at one or more of our facilities in the future whether in the course
of renegotiation of our labor arrangements or otherwise. We cannot guarantee that we will
be able to successfully extend or renegotiate our collective bargaining agreements as they
expire from time to time. If we fail to extend or renegotiate any of our collective bargaining
agreements or are only able to renegotiate them on terms that are less favourable to us,
we may need to incur additional costs, which could have a material adverse effect on our
business, financial condition and results of operations. Further, many of the manufacturing
facilities of our customers and suppliers are unionized and are subject to the risk of labor
disruptions from time to time. A significant labor disruption could lead to a lengthy shutdown
of our customers’ or our suppliers’ production lines, which could have a material adverse
effect on our operations and profitability.

A shift away from technologies in which we invest could have a material adverse
effect on our profitability and financial condition.

Our business requires a high level of technical expertise for the development and
manufacture of our products. We invest in technology and innovation which we believe will
be critical to our long-term growth and we need to continually adapt our expertise in
response to technological innovations, industry standards, product instructions and
customer requirements. Our ability to anticipate changes in technology and to successfully
develop and introduce new and enhanced products or manufacturing processes on a timely
basis will be a significant factor in our ability to remain competitive. New technologies or

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changes in industry and customer requirements, such as the increasing trends towards
hybrid and electric vehicles, may render one or more of our current offerings obsolete,
excessively costly or otherwise unmarketable. If there is a shift away from the use of
technologies in which we are investing, our costs may not be fully recovered. We may be
placed at a competitive disadvantage if other technologies emerge as industry leading
technologies, which could have a material adverse effect on our prospects for growth,
profitability and financial condition.

Legal or regulatory claims or investigations against us could have a material


adverse effect on our financial position.

From time to time, we may become involved in legal or regulatory proceedings,


claims or investigations, including by governmental bodies, customers, suppliers, former
employees, class action plaintiffs and others which are incidental to the conduct of our
business. On an ongoing basis, we attempt to assess the likelihood of any adverse
judgments or outcomes to these proceedings or claims, although it is difficult to predict
final outcomes with any degree of certainty. See “Business—Proceedings”. We are also
subject to tax audits from time to time. Among other tax audits, Austrian tax authorities
are currently conducting tax audits mainly on corporate income tax in relation to fiscal
years 2016 through 2020, Hungarian tax authorities are conducting tax audits on
corporate income tax for the fiscal years 2019 and 2020, German tax authorities are
conducting general tax audits for years 2010 through 2020, Slovakian Tax Authorities are
conducting tax audits on corporate income tax for the fiscal years 2018 and 2019, and
Indian tax authorities are conducting general tax audits for years 2018 through 2021.

Except as disclosed in this annual report, we do not believe that any of the
proceedings or claims to which we are currently a party will result in costs, charges or
liabilities that will have a material adverse effect on our financial position. However, we
cannot assure you that the costs, charges and liabilities associated with these matters will
not be material, or that those costs, charges and liabilities will not exceed any amounts
reserved for them in our consolidated financial statements. In future periods, we could be
subject to cash costs or non-cash charges to earnings if any of these matters are resolved
unfavourably to us.

We face risks related to the intellectual and industrial property we use.

We believe that we either own or may validly use all the intellectual and industrial
property rights required for our business operations and that we have taken all reasonable
measures to protect our rights or obtain warranties from the owners of third-party rights.
However, we cannot rule out the risk that our intellectual and industrial property rights may
be disputed by a third party on the grounds of pre-existing rights or for any other reason.
Furthermore, for countries outside Europe and North America, we cannot be sure of holding
or obtaining intellectual and industrial property rights offering the same level of protection
as those in Europe and North America.

Product liability claims, warranty and recall costs could cause us to incur losses
and damage our reputation.

We face an inherent business risk of exposure to product liability claims in the event
of the failure of our products to perform to specifications, or if our products are alleged to
result in property damage, bodily injury or death. We are generally required under our

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customer contracts to indemnify our customers for product liability claims in respect of our
products. Accordingly, we may be materially and adversely impacted by product liability
claims.

If any of our products are, or are alleged to be, defective, we may be required to
participate in a recall involving those products. In addition, our customers demand that we
bear the cost of the repair and replacement of defective products which are either covered
under their warranty or are the subject of a recall by them. Warranty provisions are
established based on our best estimate of the amounts necessary to settle existing or
probable claims on product defect issues. Recall costs are costs incurred when government
regulators or our customers decide to recall a product due to a known or suspected
performance issue and we are required to participate either voluntarily or involuntarily.
Currently, under most customer agreements, we only account for existing or probable
warranty claims. We have no warranty and recall data which allows us to establish accurate
estimates of, or provisions for, future warranty or recall costs relating to new products,
assembly programs or technologies being brought into production. In addition, our
insurance covering product recalls is limited in amount and coverage and in some
jurisdictions non-existent. The obligation to repair or replace such products could have a
material adverse effect on our profitability and financial condition.

A decrease in actual and perceived quality of our products could damage our image
and reputation and also the image and reputation of one or more of our brands. Defective
products could result in loss of sales, loss of customers and loss of market acceptance. In
turn, any major defect in one of our products could also have a material adverse effect on
our reputation and market perception, which in turn could have an adverse effect on our
sales and results of operations.

Our operations expose us to the risk of material health and safety liabilities.

The nature of our operations subjects us to various statutory compliance and


litigation risks under health, safety and employment laws. We cannot guarantee that there
will be no accidents or incidents suffered by our employees, our contractors or other third
parties on our sites. If any of these incidents occur, we could be subject to prosecutions
and litigation, which may lead to fines, penalties and other damages being imposed on us
and cause damage to our reputation. Such events could have a material adverse effect on
our business operations, financial position and operational results.

We are subject to environmental requirements and risks as a result of which we


may incur significant costs, liabilities and obligations.

We are subject to a variety of environmental and pollution control laws, regulations


and permits that govern, among other things, soil, surface water and groundwater
contamination; the generation, storage, handling, use, disposal and transportation of
hazardous materials; the emission and discharge of materials, including greenhouse gases,
into the environment; and health and safety. If we fail to comply with these laws,
regulations or permits, we could be fined or otherwise sanctioned by regulators or become
subject to litigation. Environmental and pollution control laws, regulations and permits, and
the enforcement thereof, change frequently, have tended to become more stringent over
time and may necessitate substantial capital expenditures or operating costs.

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We are also subject to environmental laws requiring investigation and clean-up of
environmental contamination. Estimating environmental clean-up liabilities is complex and
heavily dependent on the nature and extent of historical information and physical data
relating to the contaminated sites, the complexity of the contamination, the uncertainty of
which remedy to apply and the outcome of discussions with regulatory authorities relating
to the contamination. In addition, these environmental laws and regulations are complex,
change frequently and have tended to become more stringent and expensive over time.
Therefore, in the future, we may not be in complete compliance with all such laws and
regulations and we may incur material costs or liabilities as a result of such laws and
regulations. In addition to potentially significant investigation and clean-up costs,
contamination can give rise to third party claims for fines or penalties, natural resource
damages, personal injury or property damage.

For example, Trimtec Ltda., our subsidiary in Brazil, is subject to, together with 49
other companies, an environmental claim initiated in 2009 and derived from the
environmental damages created by Companhia Brasileira de Bauxita (“CBB”), who was
hired to provide services of incineration and industrial waste disposal for Trimtec Ltda. and
other companies in 2001. CBB did not perform such services and failed to dispose of the
waste adequately, which allegedly ended up causing environmental damage. An expert in
the assessment and valuation of environmental damages was appointed in connection with
the proceedings and has issued an expert’s report which was only submitted to the public
prosecutor. The public prosecutor is currently considering the expert’s report and the
proceedings are still ongoing. See “Business—Proceedings”.

We cannot assure you that our costs, liabilities and obligations relating to
environmental matters will not have a material adverse effect on our business, financial
condition, results of operations and cash flows.

We may not be adequately insured.

We currently have insurance arrangements in place for products and public liability,
property damage, business interruption (including for sudden and unexpected
environmental damage). However, these insurance policies may not cover any losses or
damages resulting from the materialization of any of the risks we are subject to. Further,
significant increases in insurance premiums could reduce our cash flow. It is also possible
in the future that insurance providers may no longer wish to insure businesses in our
industry against certain environmental occurrences.

Significant changes in laws and governmental regulations could have an adverse


effect on our profitability.

The legal, regulatory and industry standard environment in our principal markets is
complex and dynamic, and future changes to the laws, regulations and market practice as
regards, for example, carbon dioxide emissions and safety tests and protocols, could have
an adverse effect on the products we produce and our profitability. Additionally, we could
be adversely affected by changes in tax or other laws and jurisprudence which impose
additional costs on automobile manufacturers or consumers, or more stringent fuel
economy and emissions requirements on manufacturers and our OEM customers could
negatively impact their levels and production and, therefore, materially affect their demand
for our products our sales. For example, changes to carbon dioxide emissions testing
protocols, as a result of the ongoing investigations by environmental authorities worldwide

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in relation to the potential manipulation of carbon dioxide emissions control systems which
had been installed by certain OEMs for the purposes of manipulating laboratory carbon
dioxide emissions testing, could have an adverse effect on the sales of the products we
produce and our profitability.

We may face risks relating to climate change that could have an adverse impact
on our business.

Greenhouse gas emissions have increasingly become the subject of substantial


international, national, regional, state and local attention. Greenhouse gas emission
regulations have been promulgated in certain of the jurisdictions in which we operate, and
additional greenhouse gas requirements are in various stages of development. For example,
the United States Congress has considered legislation that would establish a nationwide
limit on greenhouse gases. In addition, the EPA has issued regulations limiting greenhouse
gas emissions from mobile and stationary sources pursuant to the federal Clean Air Act.
Becoming effective, such measures could require us to modify existing or obtain new
permits, implement additional pollution control technology, curtail operations or increase
our operating costs. New measures could require us to modify existing or obtain new
permits, implement additional pollution control technology, curtail operations or increase
our operating costs. In addition, our OEM customers may seek price reductions from us to
account for their increased costs resulting from greenhouse gas regulations. Further,
growing pressure to reduce greenhouse gas emissions from mobile sources could reduce
automobile sales, thereby reducing demand for our products and ultimately our revenues.
Thus, any additional regulation of greenhouse gas emissions, including through a
cap-and-trade system, technology mandate, emissions tax, reporting requirement or other
program, could adversely affect our business, results of operations, financial condition,
reputation, product demand and liquidity.

Changes in accounting standards may materially impact reporting of our


financial condition and results of operations.

Accounting principles as per the IFRS-EU and related accounting pronouncements,


implementation guidelines, and interpretations for many aspects of our business are
complex and involved subjective judgments. Changes in these rules or their interpretation
may significantly change or add significant volatility to our reported income or loss without
a comparable underlying change in cash flows from operations. As a result, changes in
accounting standards may materially impact our reported financial condition and results of
operations.

The International Accounting Standards Board released IFRS 16, “Leases”


(“IFRS 16”) replacing IAS 17, “Leases”. This standard requires lessees to recognize assets
and liabilities for most leases. The new standard became effective for annual periods
beginning on or after January 1, 2019.

Interruptions in operations at our facilities could have a material adverse effect


on our business, financial condition and results of operations.

We operate 134 manufacturing plants and JIT assembly and sequencing facilities, as
well as 24 TCOs in 26 countries worldwide as of December 31, 2022.

Our results of operations are dependent on the continued operation of our production

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facilities and the ability to supply products to our customers. Our production processes are
complex as they need to be adapted to variations in the properties of certain materials and
use combustibles and other dangerous materials. Significant interruptions in operations at
our production plants or the plants of suppliers we use, such as due to theft, explosions,
fires or any other accidents or acts of God including natural disasters, floods, hurricanes
and earthquakes may significantly reduce the productivity and profitability of a particular
production facility, or our business as a whole, during and after such interruptions. Although
we hold several types of insurance policies (including insurance against fire and business
interruptions), our insurance coverage may be inadequate. Furthermore, our insurance
coverage may not continue to be available on commercially reasonable terms and our
insurance carriers may not have sufficient funds to cover all losses, damages, liabilities or
potential claims. Interruptions in operations at our facilities could disrupt our supply of
products to our customers which could have a material adverse effect on our business,
financial condition and results of operations.

Terrorist attacks and other acts of violence or war or political changes in


geographical areas where we operate may affect our business and results of
operations.

Terrorist attacks and other acts of violence or war may negatively affect our business
and results of operations. There can be no assurance that there will not be terrorist attacks
or violent acts that may directly impact us, our customers or partners. In addition, political
changes in certain geographical areas where we operate may affect our business and results
of operations. Any of these occurrences could cause a significant disruption in our business
and could adversely affect our business operations, financial position and operational
results.

We may be subject to restrictions on transfer of funds.

Under the current foreign exchange regulations in certain countries in which we


operate, there are restrictions on the transfer of funds into and outside of such countries,
which may include restrictions on the disposition of funds deposited with banks and
restrictions on transferring funds abroad, as well as require official approval to buy foreign
currency. Additionally, we have trapped cash in certain jurisdictions in which we operate in
relation to our joint ventures and local law. These restrictions could impact the payment of
dividends to us by certain of our subsidiaries. If we were unable to repatriate funds from
any such countries, we would not be able to use the cash flow from our businesses to finance
our operating requirements elsewhere and satisfy our debt obligations.

Coronavirus -Covid19- pandemic effects on our global operations.

In December 2019 a new and at that time unknown disease was identified in Wuhan,
China, and quickly spreaded all over the world. All the countries, both developed and
developing, took aggressive actions to contain the outbreak, thus negatively impacting
economic conditions and wealth, as well as causing severe social problems in a number of
regions due to lockdowns and restrictions to movements on an intra-country basis and
internationally. Global production within the auto industry suffered a massive drop due to
production halts and plants closures, being this aspect particularly relevant during Q2 2020.
Having said that, although the situation has improved recently, is still far away to being
solved and thus we expect that our operations will continue to face a challenging
environment over the next months, provided that new outbreaks and a deterioration of the

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KPIs tracking the pandemic and cases on a global basis might led again to further
disruptions, halts in production, facilities closures and additional restrictions that might
negatively impact global demand, which in turn could negatively impact our operations,
profitability and financial condition.

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Recent Developments

Following the close of the reporting period at 31 December 2022, the main events
considered significant were:

In January 2023 a preliminary agreement was entered into with “Delta Leasing
Company” for the sale of 100% of the shares owned by the Group in the Russian companies
Antolin Saint-Petersburg and Antolin Avtotechnika Nizhny Novgorod, Ltd. The sale
transaction was executed in March 2023.

In February 2023 “Shanghai Antolin Automotive Interiors Co., Ltd.” was incorporated,
its initial company object being to supply products associated with the overheads business
unit.

On March 6, 2023, Antolin published its 2023-2026 GOA Transformation Plan, an


updated Strategic Plan with the main target of improving the profitability (in the webpage
of the company https://www.antolin.com/en/inversores/presentations you can find the
2023-2026 GOA Transformation Plan Presentation).

No other significant events occurred subsequent to the 31 December 2022 close.

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Operating and Financial Review and Prospects

You should read the following discussion together with our consolidated financial
statements included elsewhere in this annual report. The financial data in this discussion of
our results of operations and financial condition is as of and for the financial years ended
December 31, 2022, 2021 and 2020 and has been derived from the audited consolidated
financial statements of the Company and its subsidiaries prepared in accordance with IFRS
EU.

Certain monetary amounts, percentages and other figures included in this annual
report have been subject to rounding adjustments. Accordingly, figures shown as totals in
certain tables may not be the arithmetic aggregation of the figures that precede them, and
figures expressed as percentages in the text may not total 100% or, as applicable, when
aggregated may not be the arithmetic aggregation of the percentages that precede them.
You should read the following discussion together with the sections entitled “Selected
Financial and Other Information”, “Risk Factors” and “Presentation of Financial and Other
Data”.

Our Company

We are a leading Tier 1 player in the design, development, manufacturing and supply
of automotive interior components, offering multi-technology solutions for headliners, doors
and cockpits, and lighting systems for sale to OEMs. We have a geographically diversified
platform of 134 manufacturing plants and just in time, or JIT, assembly and sequencing
facilities, as well as 24 technical-commercial offices, or TCOs, in 24 countries worldwide as
of December 31, 2022. We supplied our products globally to over 100 different automotive
brands belonging to approximately 30 OEMs in 2022. We provided components for around
600 different vehicle models, thus reflecting that during the year we supplied products to
more than one out of every three vehicles manufactured worldwide. Our product,
geographical and customer diversification allows us to take advantage of global growth
opportunities, in particular our presence in Eastern Europe, North America, South America
and APAC, which in the past has mitigated the impact of regional production fluctuations on
our business during economic downturns. We are headquartered in Burgos, Spain, and in
2022 our average number of employees was approximately 24,122.

Our revenue and EBITDA for the year ended December 31, 2022 amounted to
€4,450.9 million and €297.3 million, respectively. We are wholly-owned by the Antolin
family, who is fully committed to our business.

As of December 31, 2022, we organize our activities around three business


segments:

• “Headliners”: We are a leader in the manufacturing of headliner modular solutions,


incorporating acoustic, safety, panoramic and lighting functionalities including
sustainability aspects. We cover the entire product spectrum for overhead systems,
from the headliner substrate to more complex modular systems. We use key
technologies for headliner substrates and benefit from full vertical integration, from the
core polyurethane foam production to the final assembly of the overhead systems and
JIT/JIS delivery. Furthermore, the incorporation of sunvisors into the overhead system
is an important aspect of this business segment. We produce sunvisors in all
technologies available in the market, adding a whole range of functionalities to the end
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product. As part of the integration of the Magna Interiors Business, our soft trim
activities, including load floors, package trays, side linings, accessible floor bins and
floor coverings, were moved to this business segment. Our Net Turnover and EBITDA
attributable to our Headliners segment amounted to €1,652.4 million and €108.0 million
for the year ended December 31, 2022, respectively, which represented (excluding
“others”, which refers to a “corporate unit” which includes central non-operational
activities managed from headquarters. Also includes all those consolidation adjustments
not attributable to any of the other business unit) 37% and 27% of our total
consolidated revenue and EBITDA for that same period, respectively. In 2022, we were
a global leader in overhead systems, with around 23% of the global market share. We
achieved a leading position across most regions in overhead systems, with a 34%
market share in Europe, 61% market share in South America and a 34% market share
in North America. In sunvisors, we were leader in the European market with a 35% of
market share. As of December 31, 2022, the Headliners business unit included 66
facilities.

• “Doors & Cockpits”: We have expertise in the manufacturing and supply of a wide
range of door systems such as door panels (including front, rear and sliding door
panels), pillars (including upper and lower pillar trim and quarter trim panels), window
regulators, rear cargo and lift gate trim. We produce a wide range of specialized plastic
parts, some of them with weight reduction and environmentally friendly properties,
features highly demanded by the OEMs. We produce an extensive range of door
mechanisms, from window regulators to complex modules. Our decoration inserts
supplied in partnership with Walter Pack provide an answer to the increasing demands
in interior personalization.

We are a global producer and supplier of cockpit modules, including instrument


panels, centre consoles and glove boxes, which we design, engineer and manufacture.
Our capabilities include design and engineering, styling, tooling, manufacturing,
assembly and sequencing and electrical/electronic system integration. The cockpit
module plays a key role in defining the driver’s experience and it integrates the
instrument panel and several control functions such as wiring harness, instrument
cluster, air vents, decorative inlays, glove boxes and passenger airbag systems, among
others. The instrument panel is a key element of the cockpit module and is comprised
of a sophisticated system of trims, foams, composites and metals. The centre consoles
are designed and manufactured to operate vehicle functions and store items. The
primary technologies and processes involved in the manufacturing of these systems
include low pressure and injection moulding, compression moulding, vacuum forming,
slush skins, spray urethane, decorative stitching as well as manual and automated
assembly and sequencing.

Our revenue and EBITDA attributable to our Doors & Cockpits segment amounted to
€2,443.7 million and €230.5 million for the year ended December 31, 2022,
respectively, which represented (excluding “others”, which refers to a “corporate unit”
which includes central non-operational activities managed from headquarters. Also
includes all those consolidation adjustments not attributable to any of the other business
unit) 55% and 57% of our total consolidated revenue and EBITDA for that same period,
respectively. In 2022, we were a leading producer in Europe with a market share of
over 19% in door panels and 22% in window regulators. We were also a significant
producer of door panels and window regulators in South America with a market share
in window regulators of over 12%. As of December 31, 2022, the Doors and Cockpits
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business segments included 49 facilities.

• “Lighting”: We were a leading manufacturer of interior automotive lighting


components in Europe, with a market share of overhead front consoles and dome lamps
of 36% in 2022. Our lighting product portfolio comprises interior solutions based on LED
including overhead consoles, side reading lamps, multi-purpose lamps, ambient
lighting, electronics/smart lighting and exterior solutions such as daytime running
lamps, center high mounted stop lamps, emblem lamps and direction, position and
license plate indicators. We are one of the few suppliers which benefit from full vertical
integration in the production of lighting components, from the manufacture of plastic
parts and lenses, to the electronics and the light function. The potential integration of
lighting elements with other interior automotive components, as well as with electronic
systems, will unleash additional synergies with our other business lines since lighting is
incorporated in instrument panels, door panelling and overhead systems, allowing us to
offer our customers an integrated and innovative range of customized interior solutions,
which we believe gives us an additional competitive advantage over other players in our
industry. Creating light scenarios and sophisticated atmospheres is one of our main
areas of expertise. We are growing in backlit decorative with the equipment of new car
models. Our revenue and EBITDA attributable to our Lighting segment amounted to
€350.6 million and €65.1 million for the year ended December 31, 2022, respectively,
which represented (excluding “others”, which refers to a “corporate unit” which includes
central non-operational activities managed from headquarters. Also includes all those
consolidation adjustments not attributable to any of the other business unit) 8% and
16% of our total consolidated revenue and EBITDA for that same period, respectively.
On the lightning and electronic systems segment, we were a leading manufacturer of
interior automotive lighting components in Europe, with a market share of overhead
front consoles and dome lamps of 36% over 35% in 2022, and a relevant supplier in
the ambient light segment, especially for premium vehiclesAs of December 31, 2022,
the lighting business segment included 13 facilities.

The percentage of Net Turnover and EBITDA (excluding “others”) derived per
business unit for the year ended December 31, 2022 are as follows:

Net Turnover EBITDA

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We believe that our financial and operational success and stability have been, and
continue to be, driven by our strategic, customer-focused geographical growth and
diversified revenue streams, as well as our manufacturing, process, design and
technological expertise. We believe that these factors have allowed us to achieve our
position as a leading global supplier in the automotive industry, with high strategic
importance to many of the largest OEMs.

Segment Reporting

From January 1, 2022, we have reduce the number of our business units from four
to three due to the join of the Business Units of “Doors” and “Cockpits” in a single Business
Unit “Doors & Cockpits”. We have jointed both Business Units due to organizational reasons
and because both are mainly related to plastic materials.

From January 1, 2022, we have included two subsidiaries, Grupo Antolin Dapsa,
S.A.U. and Grupo Antolin Plasbur, S.A.U. under the “Lighting” Business Unit, previously they
were included under the “Doors” Business Unit.

Financial figures have been adjusted accordingly to have an homogeneous


comparison FY 2022 vs. FY 2021.

Our primary basis of segment reporting is by business unit, which reflects the
management structure of our business and our system of internal financial reporting. We
report net turnover, other operating expenses/income, net, EBITDA, depreciation and
amortization and EBIT on a segmental basis.

The Net Turnover reported for each segment are those which are directly attributable
to the production plants included in that segment for management purposes and therefore
also include secondary revenues recognized by said plants in respect of sales for the
provision of services to other segments. The income of each segment does not include
interest or dividend income or the gains on sales of investments or of non-current assets.
The expenses of each segment are calculated as being the expenses arising out of the
operating activities of the segment that may be directly attributed to the plants included in
that segment for management purposes. From January 1, 2017, as part of a global analysis
of our tax structure, we have changed the system by which we allocate overheads of the
corporate unit, so that such overhead and structural costs and other structural costs are no
longer allocated to the business segments and are instead allocated within “other”. The
expenses of each segment do not include interest expense, impairments or losses on sales
of investments or of non-current assets. Assets and liabilities in the segments are those
that are directly connected with the operations of the plants in each segment, although
virtually all the financial debt of the Group has been centralized in the corporate unit.

The table below includes a comparison of net turnover, other operating


expenses/income, net, EBITDA, depreciation and amortization and EBIT for each business
segment for the financial years ended December 31, 2022, December 31, 2021, and
December 31, 2020.

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Year ended December 31, € million
2022 2021 2020
Headliners
Net turnover 1,652.4 1,521.0 1,478.0
Other operating (expenses)/income, net (1,544.5) (1,423.5) (1,392.7)
EBITDA 108.0 97.5 85.3
Depreciation and amortization (81.8) (84.2) (88.3)
Operating profit/(loss) (EBIT) 26.2 13.3 (3.0)
EBITDA margin 6.5% 6.4% 5.8%

Doors & Cockpits


Net turnover 2,443.7 2,234.7 2,201.5
Other operating (expenses)/income, net (2,213.2) (2,025.6) (1,977.4)
EBITDA 230.5 209.1 224.2
Depreciation and amortization (154.6) (156.8) (154.0)
Operating profit/(loss) (EBIT) 75.9 55.0 70.2
EBITDA margin 9.4% 9.4% 10.2%

Lighting
Net turnover 350.6 290.7 288.6
Other operating (expenses)/income, net (285.4) (223.3) (227.0)
EBITDA 65.1 67.4 61.6
Depreciation and amortization (31.1) (26.9) (24.6)
Operating profit/(loss) (EBIT) 34.0 40.4 37.0
EBITDA margin 18.6% 23.2% 21.3%

(1)
Other
Net turnover 4.2 8.9 6.5
Other operating (expenses)/income, net (110.5) (101.0) (105.4)
EBITDA (106.3) (92.1) (98.9)
Depreciation and amortization (13.4) (12.0) (30.9)
Operating profit/(loss) (EBIT) (119.7) (104.1) (129.8)

(1) Other is not a primary business segment and its operations support our primary business segments. It is included
herein for the purposes of reconciliation. Other includes a wide range of results generated mainly by the “Corportae
Unit”, Grupo Antolin-Ingeniería, S.A.U., TCOs and consolidated pricing adjustments as well as overhead and
structural costs of the Group pursuant to the Allocation.

Key Factors Affecting our Results of Operations

We believe that the following factors impact our results of operations:

Acquisitions and disposals

Acquisition of Magna Interiors Business

On August 31, 2015, we completed the acquisition of the Magna Interiors Business,
which represented a strategically important acquisition for our Group. We believe that the
acquisition has strengthened our leadership position by expanding the breadth of our global
automotive interior product portfolio and strengthening our relationships with our existing
OEMs.
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We further believe the acquisition has (i) provided us with a complementary product
portfolio that allowed us to become the world’s third largest automotive interiors supplier
group with a leading market share position across product lines such as headliners, door
panels, cockpit systems, instrument panels and floor consoles, (ii) increased our product
diversification, which we believe will reduce operational risk and allowed us to service new
and existing customers with the full range of automotive interior products, (iii) created
opportunities to increase our customer diversification by serving a higher proportion of
premium and luxury OEMs such as BMW, Daimler and Tata Motors—Jaguar Land Rover
(along with our current customers like Ford, Volkswagen Group, Renault-Nissan,
Fiat-Chrysler and PSA Group) and (iv) allowed us to cross-sell new and existing products to
our existing customer base in order to enhance our growth profile.

Divestment of our Seating segment

On February 6, 2017, the Company and certain of the Company’s affiliates entered
into a sale and purchase agreement with Lear Corporation, a leading global supplier of
automotive seating and electrical systems, and certain of its affiliates, for the sale of our
affiliates in the Seating segment, including Grupo Antolín-Ara, S.A.U., Grupo
Antolín-Ardasa, S.A.U., Grupo Antolín-Álava, S.A.U., Grupo Antolín-Vigo, S.A.U., Grupo
Antolín-PGA, S.A.U., Grupo Antolín-Martorell, S.A.U., Grupo Antolín-Magnesio, S.A.U.,
Grupo Antolín-Valença-Componentes Sociedade Unipessoal, Lda., Midtown Invest, S.L.,
Grupo Antolín-Loire S.A.S., Grupo Antolin Ingenierie Sièges, S.A.S., Grupo Antolin
Jarny, S.A.S., 70% of Antolín-CIE Czech Republic, s.r.o., and certain assets of Antolin
Tanger, S.A.R.L.

The purchase price was €285.6 million on an enterprise value offer and on a debt-
free and cash-free basis, subject to customary closing adjustments for the value of net
working capital and net debt at completion. The transaction closed on April 28, 2017.

As of December 31, 2016, the Divested Business had annual sales of €371.1 million
(€331.9 million on a consolidated basis) and included twelve manufacturing plants and JIT
assembly and sequencing facilities (seven of which located in Spain, one in Portugal, one in
the Czech Republic, two in France and one in Morocco), as well as R&D operations in two
additional locations (France and Spain) and employed more than 1,600 employees.

Other acquisitions

We have made strategic acquisitions in the financial years ended December 31, 2020,
2021 and 2022, including:

In the second half of 2022 Antolin incorporated the Indian company Antolin Design
and Business Services Private Limited, whose main object is to provide engineering and
CAD services, as well as the North American companies Antolin Nashville, LLC and Antolin
Insurance Company, LLC, in which the Group has a 100% interest in its share capital.

In July 2022 the Group acquired an additional 51% stake in the share capital of
Dongfeng Antolin (Wuhan) Automotive Trim Co, Ltd., in which it had previously held 49%,
for a price of practically zero. As a result of this transaction, the Group now has a 100%
shareholding.

In 2022 the Group acquired the shareholding held by non-controlling interests in the
subsidiary company Dongfeng Antolin (Wuhan) Overhead Systems, Co., Ltd., over which
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the Group exercised control, for an amount of 1,379 thousand euros. As a result of this
transaction, the Group's holding in this company increased from 51% to 100%.

In July 2020, the Group acquired a 49% equity stake in Matoma Capital, S.L. (now
AED Innovation Group, S.L.) for 4,477 thousand euros. This company is the parent of a
group comprising AED Engineering, GmbH and AED Embedded Development, S.L.U., wholly
owned by AED Innovation Group, S.L. and located in Munich (Germany) and Murcia (Spain),
respectively. The Group had a commitment to make future capital contributions to this
investee amounting to an additional 3,775 thousand euros between 2021 and 2022, having
made the aforementioned contributions at 31 December 2022 (1,887 thousand euros each
year).

Other divestments

We have made strategic divestments in the financial years ended December 31,
2020, 2021 and 2022, including:

In March 2022, Antolin sold all of its 61% holding in the Chinese joint ventures
Chongqing Antolin Tuopu Overhead System Co., Ltd., Hangzhou Antolin Tuopu Overhead
System Co., Ltd. and Harbin Antolin Tuopu Overhead System Co., Ltd., to their current
shareholder, Tuopu Overhead System Co., Ltd.

In March 2022, Antolin sold 100% of its ownership interest in the US company Antolin
Spartanburg Assembly, Inc. to the Motus Integrated Technologies Group.

Capital expenditure

Our capital expenditure is incurred primarily in connection with the acquisition or


construction of new plants, including the purchase of tooling and other equipment for new
or existing plants, as well as R&D expenses. Our business involves significant capital
expenditure both on material fixed assets such as property, plant and equipment and on
intangible assets mainly linked to R&D. Capital expenditure is essential to maintain our
long-term relationships with our clients, which are based on our capacity to offer
technologically advanced interior automotive solutions at competitive prices. Capital
expenditure on intangible assets is related to innovation in design and materials, so that
our products contribute to the perceived value in the interior of the vehicle. Once a project
is ongoing, maintenance capital expenditure is limited and somewhat predictable. When
new programs or vehicle models are required, usually at the end of a vehicle cycle,
“renewal” or “replacement” capital expenditure is required in order to adapt existing
infrastructure to accommodate new assembly and process design, usually at levels
significantly below the expenditure required to create the capacity in the first place. For the
year ended December 31, 2022, we had capital expenditures in property, plant and
equipment of €94.0 million and capital expenditures in intangible assets of €106.3 million.

Capitalized development expenses amounted around 80% of our intangible assets as


of December 31, 2022. Among the main additions to development expenses in the year
ended December 31, 2022 were projects including, Renault “XHN Kadjar EUR 21
Panel+Plastic”, “Human Horizons IP”, BMW “U06 Lighting”, Mini “F56 Lighting” Renault
“Kadjar Headliner” and Renault “BCB Headliner” projects. Mass production for some of these
projects began in 2022., among others. The costs incurred in each development project are
capitalized when the following conditions are met: (i) the development cost of the asset can

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be assessed reliably, (ii) the costs are specifically itemized for each project and correspond
to an identifiable asset, (iii) we can prove that the project is technically viable; and (iv) the
project is likely to generate profits in the future.

Once the projects are completed and go into production, capitalized development
expenses begin to be amortized. Capitalized development expenses are amortized on a
straight-line basis over the estimated useful lives of the projects.

Global automotive market

We operate within the global automotive equipment sector and our business growth
is entirely driven by trends in the global automobile market. The cycles of the global
automotive industry, which are correlated with general global macroeconomic conditions,
impact our OEM customers’ production requirements and consequently impact the volume
of purchases of our products by our OEM customers. With increased economic activity in
our growth markets and recovery in our more traditional markets, we have experienced and
expect to experience increased vehicle production levels, with a consequent increase in the
demand for our products and a positive impact on our revenues. Slower economic growth
would have the opposite effect.

Diversification

Our strong geographic, customer and product diversification have the effect of
reducing revenue volatility during economic downturns, as well as limiting our exposure to
regional business cycles. Our well-diversified customer base, including over 100 different
automotive brands belonging to around 30 OEMs as of December 31, 2022, has limited our
exposure to a downturn in the demand for any one OEM’s product portfolio. Regional
differences in duration, timing and intensity of economic cycles, combined with the diversity
of our geographic footprint, have mitigated the effects of the economic cycle on our
business, limiting the impact of our exposure to the cycle in any one region or geography.
Our stable revenues have allowed us to take advantage of global growth opportunities, even
during economic downturns.

The revenues received from our five largest customers: Volkswagen Group,
Stellantis, Ford, Mercedes-Benz AG and BMW Group, represented approximately 66.4% of
total revenues in the year ended December 31, 2022, which was slightly lower than their
relative share of total revenues for the year ended December 31, 2021 (67.4%). In terms
of geographic diversification, the U.S., China and Mexico were the three highest revenue
generating geographies and represented 48.7% of our Net Turnover for the year ended
December 31, 2022, which compares with 45.4% of our revenues for the year ended
December 31, 2021.

Price of materials

A significant part of our cost base consists of purchases of materials which are
variable in nature. The primary materials used in our production facilities are textile fabrics,
plastic injection grain, petroleum-based resins and certain metals, principally copper. In the
period under review, the costs of materials and other supplies has represented on average
approximately 66.9% of our Net Turnover. Materials and other supplies, packaging and
containers, replacement parts, sundry materials, add-on parts and stocks for resale are
valued at the lower of cost applying the weighted average price method, and net realizable

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value. While prices of materials affect our revenue and costs, historically, our profit margins
have not been significantly affected by changes in prices of materials. We work with a
diversified group of suppliers across the world. We try to obtain materials in the region in
which our products are manufactured in order to minimize transportation costs. We have
not experienced any significant shortages of materials and normally do not carry inventories
of such materials in excess of those reasonably required to meet our production schedules.
We estimate that approximately 40-45% of the value of the materials we source come from
suppliers chosen by OEMs, which allows us to benefit from their enhanced negotiation power
and to be automatically compensated by the applicable OEM for any increase of material
costs. In addition, we estimate that approximately 5% of the value of materials we source
come from suppliers who have price transfer agreements directly with our customers where
costs of materials outside of certain ranges are passed onto the OEM, thus helping us to
minimize the impact of material price fluctuations. In situations where we renegotiate terms
with OEMs in order to pass on cost increases of materials, we must bear the increased costs
until the negotiations are finalized, which often takes between three and six months.

Operating costs

Staff costs have represented approximately 19.7% of our Net Turnover for the year
ended December 31, 2022. A significant part of our staff costs are semi-variable in nature
and can be adjusted to meet business needs. The predictability of our cost-base has assisted
our strategic planning and has allowed us to maintain consistent profit margins.

We do not have any defined benefit pension, workforce post-retirement health care
benefits or employer paid post-retirement basic life insurance benefits obligations. However,
some of our subsidiaries forming part of our Lighting and Cockpits segments have assumed
commitments to pay contributions to the retirement pensions of some of their current and
former employees. These commitments affect, primarily, companies located in Germany,
Austria and the United Kingdom. A significant portion of these commitments has been
outsourced and are covered by insurance policies or pension plans with insurance
companies. We pay fixed contributions into a fund and are obliged to make additional
contributions if the fund does not have sufficient assets to pay all the employees the benefits
to which it has committed.

We record the present value of these defined benefit commitments as liabilities in the
consolidated statements of financial position under “Non-current provisions”, net of the fair
value of the assets that meet the requirements to be treated as “assets earmarked for the
plan”.

The provision for pension commitments relates to the British, French and German
companies of our Lighting segment and to other German, Austrian, Indian and Mexican
companies. Some of these companies have outsourced the pension liability with an
insurance company. The net provision as at December 31, 2022 stood at €23.1 million,
comprised of €37.4 million relating to the present value of the defined benefit obligations
and €14.3 million relating to the fair value of the pension assets.

Vehicle cycles

In our industry, once a project has been nominated to a preferred supplier, it is rare
for an OEM to switch to another supplier, given the significant operational, technical and
logistical costs of switching suppliers, particularly during the life cycle of a specific vehicle

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model. Vehicle models typically have long, multi-year product life cycles. Given these
factors, while the actual revenues which we derive from a project ultimately depend on our
OEM customers’ production volumes achieved for the respective car models, we have good
visibility on mid-term revenues within a relatively small range of sensitivity.

Product pricing

During the life cycle of a contract, we are expected to achieve production efficiencies.
Typically, in line with our industry practice, we pass on a portion of these production
efficiencies to our customers by way of price reductions during the term of the contract.
When negotiated price reductions are expected to be retroactive, we accrue for such
amounts as a reduction of revenues as products are shipped. To the extent we are not able
to achieve the efficiencies necessary to offset the price reductions, such price reductions
negatively impact our margins. Some pricing agreements with our customers are conditional
upon achieving certain joint cost-saving targets.

Seasonality

Our business is seasonal. Due to the following factors, our working capital
requirements typically increase during the first and third quarters of the year and reduce
towards the end of the year. OEMs typically slow down vehicle production during certain
portions of the year. For instance, our customers in the United States typically slow down
vehicle production during the beginning of the second half of July and August and our
European customers slow down vehicle production in August, and both geographies slow
down production during the holiday season in December during which they also often
conduct internal maintenance and adjustments to inventory. Further, there are a fewer
number of working days at the end of the year as opposed to the beginning of a year and
this results in a reduction in vehicle production towards the end of such year. Also, we
typically agree final due amounts with our suppliers at year-end, which are usually paid at
the beginning of the following year, resulting in higher payables at year-end and significant
cash outflows during January and February. Further, a significant portion of our tooling
receivables balances are invoiced from our clients typically before year-end, resulting in a
reduction in receivables and cash inflows at the end of the year. Our results of operations,
cash flows and liquidity may therefore be impacted by these seasonal practices.

Transaction and foreign exchange translation

Although our reporting currency is the euro, a portion of our sales and operating costs
are realized in other currencies, such as among others the US dollar, British sterling, the
Brazilian real, the Chinese yuan, the Indian rupee, the Mexican peso and the Czech crown.
Although we have not entered into any foreign-currency hedge rate agreements or forward
contracts, we seek a variety of mechanisms to hedge against major movements in
currencies, such as using local suppliers and negotiating with customers and suppliers. We
may also use a combination of natural hedging techniques and financial derivatives to
protect against certain foreign currency exchange rate risks. However, the translation of
foreign currencies back to the euro may have a significant impact on our revenues and
financial results. Foreign exchange has an unfavourable impact on revenues when the euro
is relatively strong as compared with foreign currencies and a favourable impact on
revenues when the euro is relatively weak as compared with foreign currencies. The
functional currency of our foreign operations is the local currency.

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The statements of financial position and income statements of the foreign companies
included in the scope of consolidation, denominated in currencies other than the euro, were
translated to euro using the “closing rate method”. All the assets, rights and obligations of
these companies were translated to euro at the applicable year-end exchange rates. Their
share capital and reserves were translated at their historical exchange rates. To counteract
seasonal effects, the income statement items of these companies were translated to euro
at the average exchange rates for the year, based on the volume of transactions performed
in each period. The exchange differences arising from the application of these methods are
taken to equity under “Remeasurements-Exchange differences” in the consolidated
statements of financial position, net of the portion of these differences corresponding to
non-controlling interests, which is taken to equity under “Non-controlling interests” in the
consolidated statements of financial position. Such translation differences are recognized as
income or as expense in the year in which the investment is made or divested. Usually, we
do not enter into foreign-currency swap agreements or forward contracts.

For the year ended December 31, 2023, an additional 5% rise in the euro against
currencies such as the e Czech koruna, the Brazilian real, the US dollar, the Mexican peso,
the Pound sterling and the Chinese yuan, would reduce our budgeted Net Turnover by
approximately €146 million or approximately 3%, and our budgeted EBIT would decrease
by approximately €7.6 million.

Principal Income Statement Account Items

The following is a brief description of the principal revenue and expenses that are
included in the line items of our consolidated income statement accounts.

Net Turnover

Net turnover is measured at the fair value of the consideration received and
represents the amounts received or receivable for the goods and services provided in the
normal course of business, net of discounts, value added tax and other recoverable
sales-related taxes. Where it is doubtful as to whether the revenues will be collected,
recognition is deferred until they are effectively collected. Net turnover includes revenue on
sales of products and ordinary revenue from the provision of services.

Changes in inventories of finished goods and work in progress

We value our inventories as follows:

Materials and other supplies, packaging and containers, replacement parts, sundry
materials, add-on parts and stocks for resale, are valued at the lower of cost applying the
weighted average price method and net realizable value.

Finished goods, semi-finished goods and works-in-progress are stated at the lower
of real average production cost (materials used, labor and direct and indirect manufacturing
expenses) and net realizable value.

Tools for new projects, which are developed and manufactured by us to be sold later
on to our customers, are stated at the lower of either the costs incurred to manufacture
them, as and when they are incurred, and their estimated net realizable value.

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Net realizable value corresponds to the estimated selling price less the estimated
costs of completing the products and the costs to be incurred in the marketing, selling and
distribution.

Obsolete, defective or slow-moving inventories are reduced to their realizable value.


In addition, if the net realizable value of the inventories is lower than the acquisition or
production cost, the appropriate write-downs are recognized as an expense in the
consolidated income statement for the year.

Capital grants and other grants taken to income

Official grants related to property, plant and equipment are recognized in our
consolidated statements of financial position as deferred income when we have met the
relevant qualifying conditions and there are, therefore, no reasonable doubts about the
grants being collected. These capital grants are taken to the consolidated income statement
under “Capital grants and other grants taken to income” on a straight-line basis over the
useful lives of the assets.

Grants to cover or finance our expenses are recognized once all the conditions
attaching to them have been fulfilled and will be taken to income when the financed
expenses are incurred.

Other operating income

Other operating income is comprised principally of revenues on the sale of project


tools, income from miscellaneous services, operating grants, income from leases of
investment property, revenues from the assignment of industrial property and other
revenue.

Supplies

The amount of supplies that are used in the production process are reported in the
consolidated income statement. The most significant item accounted as supply is the
purchase of materials. Changes during the period in inventories of materials, goods for
resale and other supplies are adjusted in the supplies account.

Staff costs

Our staff costs include wages, salaries and similar expenses, termination benefits,
employer’s social security contributions and other welfare expenses. Staff costs are
primarily driven by the size of our operations, our geographical reach and customer
requirements.

Depreciation and amortization expenses

Depreciation and amortization expenses relate mainly to the annual depreciation


charges on property, plant, equipment and capitalized development expenses. We transfer
property, plant and equipment under construction to property, plant and equipment used
in operations when the assets in question become operational, from which time depreciation
is charged. Property, plant and equipment used in operations are depreciated on a
straight-line basis, based on the acquisition or production cost of the assets or their restated
value, less their residual value. The land on which buildings and other constructions are
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located is deemed to have an indefinite lifespan and is therefore not subject to depreciation.
Annual depreciation charges on property, plant and equipment are charged to “Depreciation
and amortization expenses” in the consolidated income statement over the average
estimated useful life of the assets. Capitalized development expenses are generally
amortized on a straight-line basis over the estimated useful lives of the projects as from
the date the related projects are completed.

Other operating expenses

Our other operating expenses relate to the rental cost of leased buildings,
maintenance and upkeep, other external services, taxes and levies, impairment of accounts
receivable and application of non-current provisions.

Net finance income/(cost)

Net finance income/(cost) primarily consists of finance income, finance costs, net fair
value gain/(loss) on financial instruments, exchange differences and impairment and
gains/(losses) on disposal of financial instruments.

Profit before taxes

Profit before taxes primarily includes net impairment loss on non-current assets,
profits or losses from disposal of assets, gain/(losses) on disposal of non-current assets,
profits from business combinations and profit of companies accounted for using the equity
method.

Corporate income tax

The Company and all of its consolidated Spanish subsidiaries domiciled in Spanish
“common territory” in which it has holdings of 75% or more file consolidated corporation
tax returns.

The income tax expense is calculated as the tax payable with respect to the taxable
profit for the year, after considering any changes in the assets and liabilities recognized
arising from temporary differences and from tax credit and tax loss carry forwards.

We consider that a timing difference exists when there is a difference between the
carrying amount of an asset or liability and its tax base. The tax base for assets and liabilities
is treated as the amount attributed to it for tax purposes. A taxable timing difference is
understood to be a difference that will generate a future obligation for us to pay taxes to
the related tax authorities. A deductible timing difference is one that will generate a right
for us to a refund or to make a lower payment to the related tax authorities in the future.

Tax credits and deductions and tax loss carry forwards are amounts that, after
performance of the activity or obtainment of the profit or loss giving entitlement to them,
are not used for tax purposes in the related tax return until the conditions for doing so
established in tax regulations are met, provided that we consider it probable that they will
be used in future periods.

Current tax assets and liabilities are the taxes that are expected to be recoverable
from or payable to the related tax authorities within twelve months from the date they are

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recognized. Deferred tax assets and liabilities are the taxes that are expected to be
recoverable from or payable to the related tax authorities in future years.

Deferred tax liabilities are recognized for all taxable temporary differences. In this
regard, a deferred tax liability is recognized for the taxable timing differences resulting from
investments in subsidiary companies and associate companies, and from holdings in joint
ventures, except when we can control the reversal of the timing differences and they are
not expected to be reversed in the foreseeable future.

The consolidated companies only recognize deferred tax assets arising from
deductible temporary differences and from tax credit and tax loss carry forwards to the
extent that it is probable that they will have sufficient future taxable profits against which
these assets can be utilized.

Deferred tax assets and liabilities are not recognized if they arise from the initial
recognition of an asset or liability (other than in a business combination) that at the time
of recognition affects neither accounting profit nor taxable profit. The deferred tax assets
and liabilities recognized are reassessed each year in order to ascertain whether they still
exist, and the appropriate adjustments are made on the basis of the findings of the analyses
performed.

Consolidated profit for the year attributable to non-controlling interests

Our consolidated results include entities in which we have a non-controlling interest.


See note 13 to our consolidated financial statements for the financial years ended
December 31, 2022, 2021 and 2020, included elsewhere in this annual report for a
description of the entities in which we had a non-controlling interest during the period.

Principal Segmental Account Items

Net turnover

Net turnover refers to the incomes related to the sale of components and the services
provided to OEMs in the normal course of business, net of discounts, VAT and other
recoverable sales-related taxes.

Other operating (expenses)/ income, net

Other operating (expenses)/income, net refers to and includes all expenses


necessary to produce the goods sold and the services provided to our customers, excluding
financial expenses, impairments on assets and results coming from asset disposals.

EBITDA

For segmental purposes, EBITDA is operating profit before depreciation and


amortization expenses.

Depreciation and amortization

Refers to the amount recognized in our income statement under this concept
reflecting the loss of value of the tangible and intangible assets on a straight-line basis over
the estimated useful life of the asset.
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Operating Profit/(loss) (EBIT)

It is the difference between the net turnover and other operating (expenses)/income,
net.

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Group results of operation s
Year ended December 31, 2022 compared to year ended December 31,
2021

Executive summary
Business in 2022:
• Russia's invasion of Ukraine at the end of February 2022 and its impact on the
European energy market has contributed to a significant slowdown in almost all
European countries' economies. If we add to this the continuing shortage of
microchips, the persistence of bottlenecks in supply chains, the sporadic shutdowns
of activity due to Covid-19 in some cities in China, the generalized inflation linked to
the rest of the production factors and the interest rate hikes in Europe and the United
States, the negative effect on the pace of economic growth is more than notable
compared to the expectations that were created at the beginning of the year.

• The automotive sector was significantly affected by the impact of all these factors in
the first half of 2022 although, showing a gradual improvement in the second half of
the year, it ultimately recorded an increase in its production volumes of 6% in 2022
compared to 2021. Thus, the number of vehicles manufactured in 2022 amounted to
82 million units compared to the 77 million units manufactured in 2021.

Within this context, Antolin performance summary in 2022:


• Net turnover of €4,450.9 million in 2022, up 9.8% (+3.7% on a constant currency)
vs. 2021 and compared to +6.4%1 industry production growth. FX evolution added
our total sales by around €247.1 million mainly due to the positive evolution of the
USD, Mexican Peso and Chinese Yuan against the Euro.
• Net turnover for components (without including Tools on behalf of customers)
increased by 13.4%, surpassing market growth. In 2022 customer tool sales
amounted to 143 million euros, compared with the 257 million euros recorded in
2021.
• EBITDA of €297.3 million in 2022, thus representing a 5.5% increase (-3.2% on a
constant currency) vs. 2021, while EBITDA margin worsened to 6.7% (excluding one-
off costs linked to the 2023-2026 GOA Transformation Plan which totaled 13.4 euro
million, EBITDA margin was 7.0%) vs 7.0% in 2021. The evolution of exchange rates
positively impacted our EBITDA by around €24.4 million in the period.
• EBIT of €16.4 million in 2022 vs. the €1.9 million posted in 2021, while EBIT margin
improved by 0.3 percentual points to +0.4% vs. 0.05% in 2021.
• Cash available of €311.2 million.
• Available credit facilities of €268.8 million.
• Cash and long-term undrawn committed credit lines of €580.0 million versus short-
term maturities of €52.2 million.

1 Source: Global Data Light Vehicle Production. FY 2022 (January 5, 2023)


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• Net Financial Debt to EBITDA of 3.46x (for covenant purposes: excluding one-off costs
linked to the 2023-2026 GOA Transformation Plan which totaled 13.4 euro million).
• Interest coverage (EBITDA to Net Financial expenses) of 6.53x (for covenant
purposes: excluding one-off costs linked to the 2023-2026 GOA Transformation Plan
which totaled 13.4 euro million).

Key events in 2022 included:

• In March 2022 Antolin sold 100% of its ownership interest in the US company Antolin
Spartanburg.
• Assembly, Inc. to the Motus Integrated Technologies Group.
• Likewise, in March 2022, Antolin also sold all of its 61% holding in the Chinese joint
ventures Chongqing.
• Antolin Tuopu Overhead System Co., Ltd. and Hanzhou Antolin Tuopu Overhead
System Co. Ltd. to their current shareholder, Tuopu Overhead System Co., Ltd.
• In June 2022 Antolin launched the 2023-2026 GOA (Gear up Our Ambition) project.
GOA is conceived as a broad Transformation Program, whose fundamental objective
is to transform Antolin into a more competitive, more profitable, more customer-
oriented company that attracts and retains talent.
• In July 2022 Antolin incorporated the Indian company Grupo Antolin Design and
Business Services Private Limited, whose main object is to provide engineering and
CAD services.
• Also in the first seven months of 2022, Antolin repurchased and partially retired 9,700
thousand euros of bonds relating to the issue maturing in 2028, as a result of which
the balance redeemable stood at 380,300 thousand euros.

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Group results of operations

The table below sets out our results of operations for the year ended December 31,
2022, compared to the year ended December 31, 2021.

FY 2022 FY 2021 % change

CONTINUING OPERATIONS
Net Turnover 4,450.9 4,055.4 9.8%

Change in inventories of finished goods and work in progress 8.5 3.7 131.7%
Capital Grants and other grants taken to income 0.9 0.9 6.7%

Other operating revenue 157.3 124.9 26.0%

Total Operating Income 4,617.7 4,184.8 10.3%

Supplies (2,976.2) (2,668.0) 11.6%

Staff costs (877.0) (828.5) 5.8%

Depreciation and amortization expense (280.9) (279.9) 3.7%


Variation in provisions for operating allowances (0.8) (0.0) 3645.5%

Other operating expenses (561.5) (498.2) 12.7%

Less-Work performed by the Group on its assets 95.0 91.8 3.5%

Profit/(loss) from ordinary continuing operations 16.4 1.9 755.5%

Profit/(loss) on the loss of control of consolidated equity interests (0.3) 0.0 na

Net impairment gains/(losses) on non‑current assets (151.6) (19.7) 669.3%


Profit/(loss) on the disposal of non-current assets (1.3) 0.9 (243.9%)
Profit of companies accounted for using the equity method 1.4 2.4 (40.0%)

Operating Profit/(loss) from continuing operations (135.4) (14.6) 829.8%

Financial income 4.4 1.0 339.6%


Financial expenses (51.9) (51.6) 0.6%
Exchange differences 8.6 3.8 125.7%

Financial Profit/(loss) (38.9) (46.8) (16.9%)

Profit/(loss) before taxes (174.3) (61.3) 184.2%

Corporate income tax (10.8) (8.5) 27.0%

Profit/(loss) from continuing operations for the period (185.0) (69.8) 165.1%

Profit/(loss) for the year from discontinued operations, net of taxes (26.0) 0.0 na

Consolidated profit/(loss) for the period (211.0) (69.8) 202.3%

Profit attributable to non-controlling interests 14.6 14.5 0.3%


Profit/(loss) Attributable to sthe Parent (225.6) (84.3) 167.5%

Net Turnover

Net Turnover increased by €395.6 million, or 9.8%, to €4,450.9 million in 2022 from
€4,055.4 million in 2021 as a result of market growth and positive FX impact. This sales

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increase compares with an overall global light vehicle production of around +6.4% in the
year, the global light vehicle production was able to grow despite continuing chips shortages
and supply constraints (mainly during H1 2022) together with new disruptions due to the
invasion of Ukraine by Russia (mainly in Q2 2022).

Component and Tooling revenues reached €4,307.9 million and €143.0 million
respectively, a rise of 13.4% and a decrease of 44.3% respectively compared to the twelve
months ended December 31, 2022.

By geography, the increase in Net Turnover came from strong growth across all
geographies.

• Europe, closed the year 2022 with a net turnover slight decrease of 0.7%. Antolin
sales figures was negatively impacted by the Ukraine invasion by Russia and the
exit of our customers from the country together with supply chain disruptions
mainly during the first half of the year. On the negative side, the countries with
the largest sales decreases were: Russia (-100% as has been accounted as assets
held for sale), Italy (-39%), Poland (-18%) and U.K. (-15%). On the positive side,
the countries with the largest sales increase were: Romania (+41%), Spain
(+18%) and Slovakia (+12%).
• Sharp increase of sales in North America (+17.1% or +€228.5 million) was boosted
by positive performance in both, Mexico (+25%) and the U.S. (+13%), with a
positive Fx impact (+€175.2 million) within the region. North America was
impacted, as the European region, by supply chain disruptions mainly during the
first half of the year.
• In APAC, negatively impacted by Q2 lockdowns in China, and positively, by tax
cuts implemented for 2022 by the Government of China for the Auto industry,
revenues grew strongly in 2022 by 23.7% (€140.4 million) boosted by an
outstanding performance in India (+35%) and, at minor extent in China (+20%).
Moreover, net turnover was helped by positive Fx impact (+€49.8 million).
• South America and Africa, also, showed net turnover growth of 55.7% or €33.2
million driven by our operations in Brazil, and 43.9% or €11.7 million respectively.

By Business Units, all of them reflected higher net turnover.

• In “Doors and Cockpits”, Net Turnover grew by 10.4% (€229.9 million) due to
higher sales mainly in Mexico, the U.S., China, India and Slovakia which more than
offset declines in UK, Italy, Poland, France and Russia.
• “Headliners” net turnover rose by 8.6% (€131.4 million) due to higher sales mainly
in the U.S., Mexico, Germany, India and Brazil and which more than offset declines
in UK and Russia.
• “Lighting” net turnover, also had a very positive performance, and increased by
12.5% (€39.0 million) mainly due to our operations in China and Romania.

Finally, the positive evolution of exchange rates added our global net turnover figure
by around €247.1 million during the period.

The percentage of Net Turnover and EBITDA (excluding “others”) derived per
geography and business segment for the year ended December 31, 2022 and for the year
ended December 31, 2021 are as follows:

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FY 2022 Net Turnover by Geography FY 2021 Net Turnover by Geography

FY 2022 Net Turnover by Business Unit FY 2021 Net Turnover by Business Unit

Other operating income

Other operating income increased by €32.4 million, or 26.0% to €157.3 million in the
year ended December 31, 2022 from €124.9 million in the year ended December 31, 2021.
This increase was primarily attributed to higher services supplied to our customers and
compensations by the insurance company related to the fire in our Turnov facility.

Supplies

Supplies were up by €308.2 million, or 11.6%, to €2,976.2 million in the twelve


months ended December 31, 2022 from €2,668.0 million in 2021. The increase in supplies
was primarily attributable to higher revenues and cost increases due to inflation.

Supply cost as percentage of Net Turnover has increased to 66.9% from 65.8% in
2021, principally due to cost inflation.

Staff costs

Staff costs increased by €48.4 million, or 5.8%, to €877.0 million in the year ended
December 31, 2022 from €828.5 million in the year ended December 31, 2021 due to higher
average salaries due to inflation.

Other operating expenses

Other operating expenses increased by €63.3 million, or 12.7%, to €561.5 million in


the year ended December 31, 2022 from €498.2 million in the year ended December 31,
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2021. The increase in other operating expenses is explained by higher sales, higher cost
inflation (mainly energy, transport and consultancy services related to 2023-2026 GOA
Transformation Plan) and some extraordinary expenses related to consultancy services
regarding the Transformation Plan in which the company is involved since the hiring during
last May of our new CEO.

EBITDA

EBITDA in the twelve months ended December 31, 2022, increased by €15.4 million,
or 5.5%, to €297.3 million from €281.8 million in the twelve months ended December 31,
2021. The increase in EBITDA was primarily attributable to higher production of light
vehicles on a worldwide basis (+6.4%). Increase in EBITDA was not as large as expected
at the beginning of 2022 due to the chips shortages and supply chain constraints together
with the effect of the invasion of Ukraine by Russia and the lockdowns in China due to
COVID-19 during Q2 2022.

EBITDA margin was 6.7% in the year ended December 31, 2022, compared to 7.0%
in the year ended December 31, 2021. Not considering one-off costs linked to the 2023-
2026 GOA Transformation Plan (€13.4 million) during 2022, EBITDA margin for the year
ended December 31, 2022 would have been 7.0%.

FY 2022 EBITDA by Geography FY 2021 EBITDA by Geography

FY 2022 EBITDA by Business Unit FY 2021 EBITDA by Business Unit

Depreciation and amortization expense (including leasing)

Depreciation and amortization expenses were stable and just increased by €1.0 million,
or 0.3%, to €280.9 million in the year ended December 31, 2022 from €279.9 million in the
year ended December 31, 2021.

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Profit/(loss) from ordinary continuing operations (“EBIT”)

Profit for the year from continuing operations improved by €14.5 million or 755.6%
to €16.4 million in the year ended December 31, 2022 from €1.9 million in the year ended
December 31, 2021. The performance in EBIT was primarily attributable to the same
reasons explained for EBITDA.

Financial Profit/(loss)

Financial loss decreased by €7.9 million, or 16.9%, to €38.9 million in the year ended
December 31, 2022 from €46.8 million in the year ended December 31, 2021. The lower
net finance cost was primarily attributable to exchange differences and higher financial
income mainly related to capital gains linked to the purchase and cancellation of €9.7 million
of 2028 SSN in Q2 and Q3 2022. Financial expenses stood very stable, 2022 figure was
negatively impacted by higher interest rates and 2021 was negatively impacted by
cancellation cost of 2024 SSN and issuance cost of 2028 SSN in Q2 2021.

Corporate income tax

Corporate income tax increased by €2.3 million to -€10.8 million in the twelve months
ended December 31, 2022 from -€8.5 million in 2021.

Consolidated profit attributable to the parent for the twelve-month period

Consolidated profit for the twelve months ended December 31, 2022 reached -€13.5
million, compared to -€70.6 million in the three months ended September 30, 2021. The
improvement was primarily attributable to higher profit from ordinary continuing operations

Foreign exchange translation

Our international expansion and our increasing volume of business outside of the
euro-zone, exposes us to exchange rate risks in currencies such as the US Dollar, the
Brazilian Real, the Chinese Yuan, the Indian Rupee, the Mexican Peso, the Czech Koruna,
the Russian Ruble or the British Pound. In the three months ended September 30, 2022,
we were impacted particularly by the negative evolution of the Euro against the USD, the
Chinese Yuan, and the Mexican Peso. In this regard, if we were to maintain the Q3 2021
exchange rates stable, net turnover and EBITDA for Q3 2022, would have been
approximately €82.5 million and €8.9 million lower respectively.

Segment results of operations


From January 1, 2022, we have reduce the number of our business units from four
to three due to the join of the Business Units of “Doors” and “Cockpits” in a single Business
Unit “Doors & Cockpits”. We have jointed both Business Units due to organizational reasons
and because both are mainly related to plastic materials.

From January 1, 2022, we have included two subsidiaries, Grupo Antolin Dapsa,
S.A.U. and Grupo Antolin Plasbur, S.A.U. under the “Lighting” Business Unit, previously they
were included under the “Doors” Business Unit. Financial figures have been adjusted
accordingly to have an homogeneous comparison FY 2022 vs. FY 2021.

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Headliners
Year ended December 31, € million
2022 2021 % Change
Headliners
Net turnover 1,652.4 1,521.0 8.6%
Other operating (expenses)/income, net (1,544.5) (1,423.5) 8.5%
EBITDA 108.0 97.5 10.8%
Depreciation and amortization (81.8) (84.2) -2.9%
Operating profit/(loss) (EBIT) 26.2 13.3 97.0%

Net turnover. Net turnover increased by €131.4 million, or 8.6%, to


€1,652.4 million in twelve months ended December 31, 2022 from €1,521.0 million in 2021.
The increase in net turnover was primarily attributable to the higher sales in all regions,
mainly in U.S., México, Germany and India. Increase in revenues in the Headliners business
unit was achieved despite the sale of 100% of its ownership interest in the US company
Antolin Spartanburg.

Other operating (expenses)/income, net. Net operating expenses rose by


€121.0 million, or 8.5%, to €1,544.5 million in twelve months ended December 31, 2022
from €1,423.5 million in 2021. The increase in net operating expenses was primarily
attributable to higher sales and higher inflation.

EBITDA. EBITDA grew by €10.5 million, or 10.8%, to €108.0 million in 2022 from
€97.5 million in 2021. The increase in EBITDA was primarily attributable to higher sales.

Depreciation and amortization. Depreciation and amortization decreased by


€2.4 million, or 2.9%, to €81.8 million in twelve months ended December 31, 2022 from
€84.2 million in twelve months ended December 31, 2021.

Operating profit/(loss) (EBIT). Operating profit increased by €12.9 million, or


97.0%, to €26.2 million in 2022 from an operating profit of €13.3 million in 2021. The
increase in operating profit was primarily attributable to higher EBITDA.

Doors and Cockpits


Year ended December 31, € million
2022 2021 % Change
Doors & Cockpits
Net turnover 2,443.7 2,234.7 9.4%
Other operating (expenses)/income, net (2,213.2) (2,025.6) 9.3%
EBITDA 230.5 209.1 10.2%
Depreciation and amortization (154.6) (156.8) -1.4%
Operating profit/(loss) (EBIT) 75.9 55.0 38.0%

Net turnover. Net turnover increased by €209.0 million, or 9.4%, to


€2,443.7 million in twelve months ended December 31, 2022 from €2,234.7 million in 2021.
The increase in net turnover was primarily attributable to higher sales in China, India, U.S.,
Mexico, Brazil, Germany and Slovakia.

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Other operating (expenses)/income, net. Net operating expenses rose by
€187.6 million, or 9.3%, to €2,213.2 million in 2022 from €394.1 million in three months
ended September 30, 2021. The increase in net operating expenses was primarily
attributable to higher sales and higher costs.

EBITDA. EBITDA increased by €21.4 million, or 10.2%, to €230.5 million in twelve


months ended December 31, 2022 from €209.1 million in 2021. The increase in EBITDA
was primarily attributable to higher revenues.

Depreciation and amortization. Depreciation and amortization decreased by


€0.9 million or 2.4%, to €39.5 million in twelve months ended December 31, 2022 from
€38.6 million in twelve months ended December 31, 2021.

Operating profit/(loss) (EBIT). Operating profit increased by €2.2 million, or


1.4%, to €75.9 million in 2022 from €55.0 million in twelve months ended December 31,
2021. As regarding EBITDA, the increase in operating profit was primarily attributable to
higher volumes.

Lighting
Year ended December 31, € million
2022 2021 % Change

Lighting
Net turnover 350.6 290.7 20.6%
Other operating (expenses)/income, net (285.4) (223.3) 27.8%
EBITDA 65.1 67.4 -3.4%
Depreciation and amortization (31.1) (26.9) 15.6%
Operating profit/(loss) (EBIT) 34.0 40.4 -15.8%
Net turnover. Net turnover increased by €59.9 million, or 20.6%, to €350.6 million
in twelve months ended December 31, 2022 from €290.7 million in 2021. The higher net
turnover was primarily attributable to higher sales in China and Romania.

Other operating (expenses)/income, net. Net operating expenses increased by


€62.1 million, or 27.8%, to €285.4 million in 2022 from €223.3 million in 2021. The
increase in net operating expenses was primarily attributable to higher sales and higher
costs, mainly in plastic grains, steel plates, steel based components, copper alloys and
active electronic components.

EBITDA. EBITDA decreased by €3.4 million, or 3.4%, to €65.1 million in twelve


months ended December 31, 2022 from €67.4 million in twelve months ended December
31, 2021. Lower EBITDA was primarily attributable to higher costs mainly in Romania and
Spain.

Depreciation and amortization. Depreciation and amortization rose by €4.2


million, or 15.6%, to €31.1 million in three months ended December 31, 2022 from
€26.9 million in twelve months ended December 31, 2021.

Operating profit/(loss) (EBIT). Operating profit decreased by €6.4 million, or


15.8%, to €34.0 million in 2022 from €40.4 million in twelve months ended December 31,
2021. Lower operating profit was primarily attributable to higher D&A and lower EBITDA.

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Liquidity and capital resources

Historical cash flows

The following table set forth our historical cash flow items for the twelve-months
ended December 31, 2022, December 31, 2021 and December 31, 2020:
FY 2022 FY 2021 FY 2020

Consolidated profit/(loss) before taxes for the period (174.3) (61.3) (124.2)
Depreciation and amortization charge 280.9 279.8 297.7
Endowment (reversal) of current provisions 36.9 7.5 0.3
Endowment (reversal) of non-current provisions 7.9 13.5 14.5
Capital grants and other grants taken to income (0.9) (0.9) (0.8)
Financial (Profit)/loss 38.9 46.8 53.8
Net impairment (gains)/losses on non‑current assets 151.6 19.7 36.9
Profit/(loss) on the disposal of non-current assets 1.3 (0.9) 9.4
Gains or losses on the loss of control of consolidated equity interests 0.3 0.0 0.0
Profit/(loss) of companies accounted for using the equity method (1.4) (2.4) (1.5)
Operating profit before changes in working capital 341.1 301.8 286.1
(Increase)/decrease in debtors and other receivables (93.5) 97.0 180.8
(Increase)/decrease in inventories (77.7) 65.8 107.9
Increase/(decrease) in trade and other payables 125.1 (54.0) (113.6)
Increase/(decrease) of other current liabilities 1.4 (1.8) 0.5
Provision payments (23.3) (27.2) (17.8)
Unrealized exchange differences and other items (33.7) 5.7 (42.7)
Cash generated in transactions 239.4 387.3 401.3
Corporate income tax collected/(paid) (23.4) (13.8) (4.4)
Total Net Cash Flows from operating activites 216.0 373.4 396.9
Dividends collected 0.4 0.5 0.3
Collections for divestments in-
Group companies, net of cash outflows 14.8 0.0 0.0
Intangible assets 4.8 1.4 3.9
Property, plant and equipment 5.5 18.8 2.4
Investment property 1.0 8.1 0.0
Non-current financial assets 0.0 1.3 0.5
Current financial assets 1.0 0.0 0.0
Payments for investments in-
Associate companies (1.9) (1.9) (4.5)
Group companies 0.0 (0.4) (0.0)
Property, plant and equipment (106.3) (112.7) (86.9)
Intangible assets (94.0) (104.5) (90.9)
Non-current financial assets (1.3) 0.0 0.0
Current financial assets 0.0 (1.1) (2.3)
Total Net Cash Flows from investment activites (176.0) (190.4) (177.5)
Collections/(payments) for equity intruments-
Acquisition of non-controlling interests' shares (1.4) (1.2) 0.0
Contributions from/(refunds to) non-controlling interests, net (7.4) 1.8 (9.2)
Collections/(payments) for financial liabilities-
Early bond repayment (6.7) 4.6 0.0
Syndicated loan repayments (16.1) (11.6) (16.8)
Attainment/(repayment) of other bank borrowings, net (15.9) (14.7) 58.7
Lease liability payments (IFRS 16) (70.3) (66.7) (71.7)
Proceeds from/(repayment of) other financial liabilities, net (3.4) (1.9) (8.8)
Other cash flows from financing activities-
Financial expenses and income paid, net (47.2) (42.4) (43.4)
Payments for dividends and remuneration from other equity instruments 0.0 (12.0) 0.0
Total Net Cash Flows from financing activites (168.4) (144.0) (91.3)

Net Increase/(decrease) of cash and cash equivalents from continued operations (128.4) 39.0 128.1

Net Increase/(decrease) of cash and cash equivalents from discontinued operations (1.2) 0.0 0.0

Cash and cash equivalents at the start of the year 440.8 401.8 273.7

Cash and cash equivalents at the end of the period 311.2 440.8 401.8

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Net cash generated by/(used in) operating activities

Our net cash generated by operating activities was €216.0 million in the year ended
December 31, 2022, mainly due to the consolidated profit before taxes for the twelve-
months ended December 31, 2022 of -€174.3 million, as well as due to depreciation and
amortization charges which totaled €280.9 million, Net impairment loss on non-current
assets of €151.6 (mainly due to slower recovery of the industry compared to last year
expectations, higher costs and higher WACC), financial loss of €38.9 million, an increase in
net working capital of €46.1 million and net payment of corporate income tax of €23.8
million.

Our net cash generated by operating activities was €373.4 million in the year ended
December 31, 2021, primarily attributable to a consolidated loss for the year before taxes
of €61.3 million, depreciation and amortization expenses which totaled €279.8 million,
finance loss of €46.8 million, payments of corporate income tax of €13.8 million and a
decrease in working capital of €109 million.

Our net cash generated by operating activities was €396.7 million in the year
ended December 31, 2020, primarily attributable to a consolidated loss for the year
before taxes of €124.2 million, depreciation and amortization expenses which
totalled €297.7 million, finance income of €53.8 million, payments of corporate
income tax of €4.4 million and a decrease in working capital of €202.6 million.

Net cash generated by/(used in) investing activities

Our net cash used in investing activities was €176.0 million in the year ended
December 31, 2022, the breakdown of our cash used in investing activities is as follows:
Doors & Cockpits 53%, Headliners 28% and Lighting 20%. Net cash generated by/(used
in) investing activities was primarily attributable to €106.3 million invested in property,
plant and equipment, corresponding to Antolin Nashville, Antolin Bohemia, Antolin
Kentucky, Antolin Interiors U.S., Antolin Turnov, Antolin Sibiu and Antolin Liban.
Furthermore, we had €94.0 million invested in intangible assets, mainly due to certain new
projects including the Renault “XHN Kadjar EUR 21 Panel+Plastic”, “Human Horizons IP”,
BMW “U06 Lighting”, Mini “F56 Lighting” Renault “Kadjar Headliner” and Renault “BCB
Headliner” projects, among others. Mass production for some of these projects began in
2022.

Our net cash used in investing activities was €190.4 million in the year ended
December 31, 2021, primarily attributable to €112.7 million invested in property, plant and
equipment, corresponding to Antolin Süddeutschland, GmbH, Antolin Bohemia, a.s., Grupo
Antolin-Kentucky, Inc. y Antolin Interiors México, S.A. de C.V.. Furthermore, we had €104.5
million invested in intangible assets in 2021, mainly due to certain new projects including
Porsche “Macan NF EU22 IP”, Mini “F6X EU24 IP”, Renault “XHN Kadjar EU21 Panel”, y
Volkswagen “Can HUB EU22 Control”.

Our net cash used in investing activities was €177.6 million in the year ended
December 31, 2020, primarily attributable to €86.9 million invested in property, plant and
equipment, corresponding to Antolin Interiors México, S.A. de C.V., Antolin Interiors UK,
Ltd. y Grupo Antolin-Sibiu, S.R.L. and Cuautitlán (México). Furthermore, we had €90.9
million invested in intangible assets in 2020, mainly due to certain new projects including

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Porsche “Macan NF EU22 IP”, Ford “CX727 NA20 Panel”, Chrysler “MP 552 MCA Panel”,
Skoda “S270 WW21 IP”, Audi “PPE AU416/2 EU 22” and Jaguar “X260 21MY EU 20 Panel.

Net cash generated by/(used in) financing activities

Our net cash used in financing activities was €168.4 million in the year ended
December 31, 2022, primarily attributable to €70.3 million payments of lease liabilities
(IFRS 16), the €47.2 million of net financial expenses, €35.4 million of scheduled
repayments related to Senior Facilities and other loans through the twelve month period.

Our net cash used in financing activities was €144.0 million in the year ended
December 31, 2021, primarily attributable to €385.4 million of early redemption of the 2024
Notes, €390.0 million of the 2028 Notes issuance, €20 million of syndicated loan new facility,
the €66.4 million payments of lease liabilities (IFRS 16), the €48.8 million of interest
payments, €11.6 million of scheduled repayments related to Senior Facilities and €14.8
million of repayments principally related to other loans through the twelve month period.
The €12.0 million dividend payments reflect payments to our shareholders.

Our net cash used in financing activities was €91.1 million in the year ended
December 31, 2020, primarily attributable to the €71.7 million payments of lease liabilities
(IFRS 16), the €42.8 million of interest payments, €16.8 million of scheduled repayments
related to Senior Facilities and €58.7 million of proceeds principally related to credit lines,
other loans and leasing’s, through the twelve month period. Furthermore, we paid no
dividends to our shareholders during the year.

Liquidity

Our principal source of liquidity is our operating cash flow, which is analyzed above.
Our ability to generate cash from our operations depends on our future operating
performance, which is in turn dependent, to some extent, on general economic, financial,
competitive, market, regulatory and other factors, many of which are beyond our control,
as well as other factors.

As of December 31, 2022, the cash and bank balances and other liquid assets
amounted to €311.2 million. Additionally, we had available revolving credit facilities totaling
€268.8 million, of which €193.6 million correspond to the revolving credit facility made
available under the Senior Facilities Agreement and €75.2 million to other credit lines.

Although we believe that our expected cash flows from operations, together with
available borrowings and cash on hand, will be adequate to meet our anticipated liquidity
and debt service needs, we cannot assure you that our business will generate sufficient
cash flows from operations or that future debt and equity financing will be available to us
in an amount sufficient to enable us to pay our debts when due, including the Notes, or to
fund our other liquidity needs.
We believe that the potential risks to our liquidity include:
• a reduction in operating cash flows due to a lowering of operating profit from
our operations, which could be caused by a downturn in our performance or in
the industry as a whole;
• the failure or delay of our customers to make payments due to us;
• a failure to maintain low working capital requirements; and

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• the need to fund expansion and other development capital expenditures.

If our future cash flows from operations and other capital resources (including
borrowings under our current or any future credit facility) are insufficient to pay our
obligations as they mature or to fund our liquidity needs, we may be forced to:
• reduce or delay our business activities and capital expenditures;
• sell our assets;
• obtain additional debt or equity financing; or
• restructure or refinance all or a portion of our debt, including the Notes, on or
before maturity.
We cannot assure you that we would be able to accomplish any of these alternatives
on a timely basis or on satisfactory terms, if at all. In addition, the terms of the Notes and
any future debt may limit our ability to pursue any of these alternatives.

As any other company that operates in our industry, we are leveraged and have debt
service obligations. As of December 31, 2022, we had loans and borrowings in an aggregate
amount of €1,156.1 million outstanding. The main and most significant items included in
this figure are (i) €630.3 million of 2026 Notes and 2028 Notes, (ii) €369.6 million of
syndicated loans under the Senior Facility Agreement and (iii) €118.6 million under the EIB
Facility.

Working Capital

The following table sets forth changes to our working capital for the year ended
December 31, 2022, December 31, 2021 and December 31, 2020:

In € millions FY 2022 FY 2021 FY 2020


(increase)/decrease in debtors and other receivables (93.5) 97.0 180.8
(increase)/decrease in inventories (77.7) 65.8 107.9
increase/(decrease) in trade and other payables 125.1 (54.0) (113.6)
Total (increase)/decrease in working capital (46.1) 108.8 175.1
Adjustment for change in non- recourse factoring (38.0) (36.3) (48.3)
Total (increase)/decrease in adjusted working capital (84.1) 72.5 126.8

Our working capital requirements largely arise from our trade receivables, which
are primarily composed of amounts owed to us by our customers, inventories primarily
composed of materials (mainly textile fabric, plastic injection grain, petroleum-based resins
and certain metals, including steel, aluminum and copper) and also tooling and other current
assets which comprise receivables accounts with the public treasury by the advanced
payments of taxes or refunds of taxes. Our trade payables primarily relate to trade payables
to our suppliers for materials, services and fixed assets, other amounts to the public
treasury for taxes and payments to our employees by way of salaries. We have historically
funded our working capital requirements through funds generated from our operations, from
borrowings under bank facilities and through funds from other finance sources.

Working capital increased by €46.1 million in the year ended December 31, 2022.
due to (i) €29.8 million increase in operating working capital (impacted by an increase in
non-recourse factorized receivables of €38.0 million. If we consider this effect, operating
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working capital increased by €67.8 million); and (ii) €16.3 million increase in tooling working
capital related to a lower volume of collections than payments.

Working capital declined by €108.8 million in the year ended December 31, 2021 due
to (i) €68.9 million decrease in operating working capital (impacted by an increase in non-
recourse factorized receivables of €32.8 million. If we consider this effect, operating
working capital decreased by €36.1 million); and (ii) €39.9 million decrease in tooling
working capital related to a higher volume of collections than payments.

Working capital declined by €175.1 million in the year ended December 31, 2020 due
to (i) €96.0 million decrease in operating working capital (impacted by an increase in non-
recourse factorized receivables of €48.3 million. If we consider this effect, operating
working capital decreased by €47.7 million); and (ii) €79.1 million decrease in tooling
working capital related to a higher volume of collections than payments.

Capital expenditures

The following table sets forth our cash used in investing activities for the periods
indicated:

In € millions FY 2022 FY 2021 FY 2020


Property, plant and equipment -106.319 -112.655 -86.943
Intangible assets -93.982 -104.452 -90.856
Capital expenditures -200.301 -217.107 -177.799
Associate companies -1.9 -1.9 -4.5
Group companies 0.0 -0.4 0.0
Non-current financial assets -1.3 0.0 0.0
Current financial assets 0.0 -1.1 -2.3
Payments for investments -203.501 -220.497 -184.595

Payments for investments during the financial years ended December 31, 2022,
2021 and 2020 totaled €203.5 million, €220.5 million and €184.6 million, respectively. Our
capital expenditure consists principally in expenditure on development expenses, property,
plant and equipment.

The main investments in property, plant and equipment in the year ended December
31, 2022 correspond to investments in the expansion of existing facilities, such as Antolin
Nashville, Antolin Bohemia, Antolin Kentucky, Antolin Interiors U.S., Antolin Turnov , Antolin
Sibiu and Antolin Liban. Investments in intangible assets in the year ended December 31,
2022 related mainly to development expenses on certain new projects including Renault
“XHN Kadjar EUR 21 Panel+Plastic”, “Human Horizons IP”, BMW “U06 Lighting”, Mini “F56
Lighting” Renault “Kadjar Headliner” and Renault “BCB Headliner” projects.

The main investments in property, plant and equipment in the year ended December
31, 2021 correspond to investments in the expansion of existing facilities, such as Antolin
Süddeutschland, GmbH, Antolin Bohemia, a.s., Grupo Antolin-Kentucky, Inc. and Antolin
Interiors México, S.A. de C.V.. Investments in intangible assets in the year ended December
31, 2021 related mainly to development expenses on certain new projects including Porsche

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“Macan NF EU22 IP”, Mini “F6X EU24 IP”, Renault “XHN Kadjar EU21 Panel” and Volkswagen
“Can HUB EU22 Control”.

The main investments in property, plant and equipment in the year ended December
31, 2020 correspond to facilities such as Antolin Interiors México, S.A. de C.V., Antolin
Interiors UK, Ltd. y Grupo Antolin-Sibiu, S.R.L. and Cuautitlán (México). Investments in
intangible assets in the year ended December 31, 2020 related mainly to development
expenses on certain new projects like Porsche “Macan NF EU22 IP”, Ford “CX727 NA20
Panel”, Chrysler “MP 552 MCA Panel”, Skoda “S270 WW21 IP”, Audi “PPE AU416/2 EU 22”
and Jaguar “X260 21MY EU 20 Panel.

In 2023, the Company expects to continue investing in building up its capabilities


within the lighting and electronic systems arena in order to achieve its long-term global
strategy of becoming a leading smart integrator of technologies and innovative solutions for
the car interior, with particular focus on expanding its global footprint and being awarded
with new profitable contract in high-growth regions like China. In parallel, we expect to
maintain our leading position in the different segments where we operate, for which we
expect to maintain smooth and longstanding relationships with the world’s largest
automakers and OEMs going forward.

Contractual obligations

We have included below contractual commitments providing for payments primarily


pursuant to our outstanding financial debt. Based on these assumptions, our consolidated
contractual obligations as of December 31, 2021 would be as follows:

In € millions Total < 1 year 1‑5 years > 5 years


Contractual Obligations
Interest bearing Loans and borrowings (1) 1,133.1 45.8 693.3 394.1
Financial leases 0.2 0.1 0.1 0.0
Other Financial Liabilities (2) 20.8 12.3 6.8 1.7
Total Financial Debt 1,154.1 58.2 700.2 395.8
Operating leases 16.1 5.5 10.6 0.0
Other current liabilities 250.6 60.8 128.4 61.4
Total Operating leases 266.7 66.3 139.0 61.4

(1) As of December 31, 2022, we had interest bearing loans in an aggregate amount of €1,165.5 million outstanding
(including re-measurements). These include (i) the €250.0 million of 2026 Notes, (ii) €380.3 million of the 2028
Notes, (iii) €369.6 million of syndicated loan under the Senior Facility Agreement, (iv) €118.6 million of EIB loan, (v)
€9.4 million of COFIDES loan, (vi) €7.8 million from State Aid Loans in Spain (€6.7 million), and Portugal (€1.2
million), (vi) €4.1 million in drawn credit lines (pending payments related to factoring), (vii) €0.2 million of lease
agreements and (viii) €4.1 million in accrued interest, and (xix) less the financial re-measurement of €11.7 million.

(2) As of December 31, 2022, we had other financial liabilities in an aggregate amount of €20.8 million (including re-
measurements). These include mainly (i) €11.2 million in soft loans granted by Spanish and Portuguese public entities
(which include €9.0 million of non-interest bearing soft loans), and (ii) €9.3 million corresponding to the payable
balance of the long term loan held by the JV Iramec granted Kuster and International Door Company.

Off-balance Sheet Arrangements

As of December 31, 2022, outstanding receivables assigned without recourse to


financial entities amounted to €122.6 million. In relation with these factoring agreements,
as of December, 31, 2022 we had a €4.1 million pending payment to financial institutions
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corresponding to collections made on account of them in the last days of December 2022
related to invoices assigned (this is reported as part of the credit liabilities).

As of December 31, 2021, outstanding receivables assigned without recourse to


financial entities amounted to €84.6 million. In relation with these factoring agreements, as
of December, 31, 2021 we had a €1.6 million pending payment to financial institutions
corresponding to collections made on account of them in the last days of December 2021
related to invoices assigned (this is reported as part of the credit liabilities).

As of December 31, 2020, outstanding receivables assigned without recourse to


financial entities a amounted to €48.3 million. In relation with these factoring agreements,
as of December, 31, 2020 we had a €7.0 million pending payment to financial institutions
corresponding to collections made on account of them in the last days of December 2020
related to invoices assigned (this is reported as part of the credit liabilities).

Critical Accounting Policies

Our financial statements and the accompanying notes contain information that is
pertinent to this discussion and analysis of our financial position and results of operations.
The preparation of financial statements in conformity with IFRS requires our management
to make estimates and assumptions that affect the reported amount of assets, liabilities,
revenue and expenses, and the related disclosure of contingent assets and liabilities.
Estimates are evaluated based on available information and experience. Actual results could
differ from these estimates under different assumptions or conditions. For a detailed
description of our critical accounting policies, see note 3 to our consolidated financial
statements for the year ended December 31, 2021 included elsewhere in this annual report.

The directors of the Company have assessed the potential impacts of applying these
new standards in the future and consider that it may be significant for presenting and
analysing certain items on our consolidated financial statements, although they will not
affect the profit and loss attributable to the Company or the net equity attributable to its
shareholders.

IFRS 9 Financial Instruments

In July 2014, the International Accounting Standards Board issued the final version
of IFRS 9 Financial Instruments. IFRS 9 is effective for annual periods beginning on or after
January 1, 2018, with early adoption permitted. We started applying IFRS 9 on January 1,
2018. See Note 2-b of our consolidated financial statements for the year ended December
31, 2019 for additional information.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes a comprehensive framework for determining whether, how much


and when revenue is recognized and also requires the provision of financial statements with
certain additional disclosures. The objective is to establish the principles that an entity shall
apply to report useful information to users of financial statements about the nature, amount,
timing and uncertainty of revenue and cash flows arising from a contract with a customer.
IFRS 15 replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11
Construction Contracts and IFRIC 13 Customer Loyalty Programs. IFRS 15 is effective for
annual periods beginning on or after January 1, 2018, with early adoption permitted. We
started applying IFRS 15 on January 1, 2018. See Note 2-b of our consolidated financial
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statements for the year ended December 31, 2018 for the expected quantified effect of
IFRS 15 on our consolidated financial statements in 2018.

IFRS 16 Leases

IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A
lessee recognizes a right-of-use asset representing its right to use the underlying asset and
a lease liability representing its obligations to make lease payments. There are optional
exemptions for short-term leases and leases of low value items. Lessor accounting remains
similar to the current standard, where lessors continue to classify leases as finance or
operating leases. IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC
4 Determining whether an Arrangement contains a Lease, SIC-15 Operating
Leases/Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal
Form of a Lease. The standard is effective for annual periods beginning on or after January
1, 2019. Early adoption is permitted for entities that apply IFRS 15 Revenue from Contracts
with Customers at or before the date of initial application of IFRS 16. We started applying
IFRS 16 initially on January 1, 2019. See Note 2-b of our consolidated financial statements
for the year ended December 31, 2019 for the expected quantified effect of IFRS 16 on our
consolidated financial statements in 2019.

Market Risks

Our activities are exposed to a number of financial risks: market risk (fair value risk
and price risk), credit risk, liquidity risk, exchange risk and interest-rate risk on cash flows.
Our global risk management program is focused on the uncertainty of financial markets and
seeks to minimize potential adverse effects on our financial performance. We use financial
derivatives to hedge against certain risks. Risk management is controlled by our financial
department in accordance with policies approved by our board of directors. Our financial
department identifies, evaluates and hedges financial risks in close cooperation with our
operating units. Our board of directors determines policies for the global management of
risk, and for specific risk areas such as currency risk, interest rate risk, liquidity risk, risk
derived from the use of derivative and non-derivative financial instruments and the
investment of cash surpluses.

We are exposed to the risk of changes in market value of the investments held as
“available for sale” which are classified under “non-current financial assets” in the
consolidated statements of financial position.

The risk deriving from a possible increase in the prices of materials, including the
purchase of components used in the production processes, is mitigated by the fact that we
operate with our main suppliers under long-term agreements which afford stability in prices.
On the other hand, we negotiate with our customers to pass on increases in the prices of
certain materials. The terms of agreements with customers have resulted in lower prices,
which could reduce our margins. We nevertheless develop improvement programs and tools
to offset these decreases with increases in productivity. We also negotiate with our suppliers
to help them absorb these price reductions.

Credit risk

Our customer portfolio is diversified across the major vehicle manufacturing groups,
as a result of which there is no particular concentration of credit risk. In the past, motor

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vehicle manufacturers were deemed not to have a major credit risk. We therefore consider
that, in spite of the difficulties facing the motor vehicle sector, the credit ratings of its
debtors are sound, and its receivables will be collectable as normal. We have policies for
other customers to ensure that they in turn sell to customers who have suitable credit
histories.

The credit risk on cash and cash equivalents, financial derivatives and deposits with
banks and financial institutions is deemed to be immaterial, as these operations are only
entered into with financial institutions with high credit ratings. We have policies for limiting
the amount of the risk with any financial institution.

Liquidity risk

We manage liquidity risk prudently, based on maintaining sufficient cash and


negotiable securities, the availability of funding by means of sufficient committed credit
facilities and the capacity to liquidate positions in the market. Furthermore, the centralized
cash pooling system we have set up allows us to manage financial resources with greater
efficiency. Given the dynamic nature of the underlying businesses, our financial department
aims to keep financing flexible through its use of the Senior Facilities.

Interest rate risks for cash flows and fair value risk

Given that we do not carry major amounts of interest-earning assets, our operating
revenues and cash flows are fairly independent of the variations in market interest rates.

Our interest rate risk stems from our non-current borrowings. Our variable rate
borrowings expose us to interest-rate risks for cash flows. Our fixed rate borrowings expose
us to fair value interest rate risks at the end of the 2017 reporting period, taking into
account financial derivatives contracted, approximately two thirds of borrowings were at
fixed interest rates.

We have carried out a sensitivity analysis for the amounts of the variable interest
rate debt on December 31, 2021, taking into account the contractual terms of the funding
in force at said date, and concluded that a 0.5% change in interest rates would lead to an
increase of approximately €2 million in interest expense.

We consider that there are no significant differences between the carrying amount
and the fair value of financial assets and liabilities.

Foreign currency risks

Our international expansion and our ever-growing volume of business outside the
Eurozone expose it to exchange rate risks in currencies such as the Czech crown, the British
pound, the Brazilian real, the US dollar or the Mexican peso, which could have an impact
on our results. To reduce our exposure to this risk, we avail ourselves of a variety of
mechanisms, such as using local suppliers and negotiating with customers and suppliers to
hedge against major movements in currencies. We have not entered into any
foreign-currency hedge rate agreements or forward contracts.

For the year ended December 31, 2021, an additional 5% rise in the euro against
currencies such as the Czech crown, the Brazilian real, the US dollar, the Mexican peso, the
UK pound and the Chinese remimbi, would have reduced our revenues by approximately
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€123 million or approximately 3%, and our EBIT would have decreased by approximately
€3.6 million.

Commodity risk

The primary materials used in our production facilities are textile fabrics, plastic
injection grain, petroleum-based resins and certain metals, like copper. We are mostly
neutral to changes in the price of materials as a result of our pass-through arrangements
with OEMs, which function as a hedge of our material costs.

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Business
Our Company

We are a leading Tier 1 player in the design, development, manufacturing and supply
of automotive interior components, offering multi-technology solutions for overhead
systems (or headliners) and soft trim, doors and hard trim, cockpits and centre consoles
and lighting systems for sale to OEMs. We have a geographically diversified platform of 134
manufacturing plants and just in time, or JIT, assembly and sequencing facilities, as well as
24 technical-commercial offices, or TCOs, in 26 countries worldwide as of December 31,
2022. We supplied our products globally to over 100 different automotive brands belonging
to approximately 30 OEMs in 2022. We provided our products to around 600 vehicle models,
thus reflecting that during the year we supplied products to approximately one out of every
three vehicles manufactured worldwide. Our product, geographical and customer
diversification allows us to take advantage of global growth opportunities, in particular our
presence in Europe, North America, APAC, South America and Africa, which in the past has
mitigated the impact of regional production fluctuations on our business during economic
downturns. We are headquartered in Burgos, Spain, and in 2022 our average number of
employees was approximately 24,122.

Our revenue and EBITDA for the year ended December 31, 2022 amounted to
€4,450.9 million and €297.3 million, respectively. We are wholly-owned by the Antolin
family, who is fully committed to our business.

As of December 31, 2022, we organize our activities around three business


segments:

• “Headliners”: We are a leader in the manufacturing of headliner modular solutions,


incorporating acoustic, safety, panoramic and lighting functionalities including
sustainability aspects. We cover the entire product spectrum for overhead systems,
from the headliner substrate to more complex modular systems. We use key
technologies for headliner substrates and benefit from full vertical integration, from the
core polyurethane foam production to the final assembly of the overhead systems.
Furthermore, the incorporation of sunvisors into the overhead system is an important
aspect of this business segment. We produce sunvisors in all technologies available in
the market, adding a whole range of functionalities to the end product. As part of the
integration of the Magna Interiors Business, our soft trim activities, including load floors,
package trays, side linings, accessible floor bins and floor coverings, were moved to this
business segment. In addition, we have a line of acoustic solutions such as deadeners
and underbody shields and we produce our own tuft-velour carpets for premium
vehicles. Our Net Turnover and EBITDA attributable to our Headliners segment
amounted to €1,652.4 million and €108.0 million for the year ended December 31,
2022, respectively, which represented (excluding “others”, which refers to a “corporate
unit” which includes central non-operational activities managed from headquarters. Also
includes all those consolidation adjustments not attributable to any of the other business
unit) 37% and 27% of our total consolidated revenue and EBITDA for that same period,
respectively. In 2022, we were a global leader in overhead systems, with around 23%
of the global market share. We achieved a leading position across most regions in
overhead systems, with a 34% market share in Europe, 61% market share in South
America and a 34% market share in North America. In sunvisors, we were leader in the
European market with a 35% of market share. As of December 31, 2022, the Headliners
business segment included 66 facilities.
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• “Doors & Cockpits”: We have expertise in the manufacturing and supply of a wide
range of door systems such as door panels (including front, rear and sliding door
panels), pillars (including upper and lower pillar trim and quarter trim panels), window
regulators, rear cargo and lift gate trim. We produce a wide range of specialized plastic
parts, some of them with weight reduction and environmentally friendly properties,
features highly demanded by the OEMs. We produce an extensive range of door
mechanisms, from window regulators to complex modules. Our decoration inserts
supplied in partnership with Walter Pack provide an answer to the increasing demands
in interior personalization.

We are a global producer and supplier of cockpit modules, including instrument panels,
centre consoles and glove boxes, which we design, engineer and manufacture. Our
capabilities include design and engineering, styling, tooling, manufacturing, assembly
and sequencing and electrical/electronic system integration. The cockpit module plays
a key role in defining the driver’s experience and it integrates the instrument panel and
several control functions such as wiring harness, instrument cluster, air vents,
decorative inlays, glove boxes and passenger airbag systems, among others. The
instrument panel is a key element of the cockpit module and is comprised of a
sophisticated system of trims, foams, composites and metals. The centre consoles are
designed and manufactured to operate vehicle functions and store items. The primary
technologies and processes involved in the manufacturing of these systems include low
pressure and injection moulding, compression moulding, vacuum forming, slush skins,
spray urethane, decorative stitching as well as manual and automated assembly and
sequencing.

Our revenue and EBITDA attributable to our Doors & Cockpits segment amounted to
€2,443.7 million and €230.5 million for the year ended December 31, 2022,
respectively, which represented (excluding “others”, which refers to a “corporate unit”
which includes central non-operational activities managed from headquarters. Also
includes all those consolidation adjustments not attributable to any of the other business
unit) 55% and 57% of our total consolidated revenue and EBITDA for that same period,
respectively. In 2022, we were a leading producer in Europe with a market share of
over 19% in door panels and 22% in window regulators. We were also a significant
producer of door panels and window regulators in South America with a market share
in window regulators of 12%. As of December 31, 2022, the Doors and Cockpits
business unit included 49 facilities.

• “Lighting”: We were a leading manufacturer of interior automotive lighting


components in Europe, with a market share of overhead front consoles and dome lamps
of over 35% in 2022. Our lighting product portfolio comprises interior solutions based
on LED including overhead consoles, side reading lamps, multi-purpose lamps, ambient
lighting, electronics/smart lighting and exterior solutions such as daytime running
lamps, center high mounted stop lamps and direction, position and license plate
indicators. We are one of the few suppliers which benefit from full vertical integration in
the production of lighting components, from the manufacture of plastic parts and lenses,
to the electronics and the light function. The potential integration of lighting elements
with other interior automotive components, as well as with electronic systems, will
unleash additional synergies with our other business lines since lighting is incorporated
in instrument panels, door panelling and overhead systems, allowing us to offer our
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customers an integrated and innovative range of customized interior solutions, which
we believe gives us an additional competitive advantage over other players in our
industry. Creating light scenarios and sophisticated atmospheres is one of our main
areas of expertise. Our revenue and EBITDA attributable to our Lighting segment
amounted to €350.6 million and €65.1 million for the year ended December 31, 2022,
respectively, which represented (excluding “others”, which refers to a “corporate unit”
which includes central non-operational activities managed from headquarters. Also
includes all those consolidation adjustments not attributable to any of the other business
unit) 8% and 16% of our total consolidated revenue and EBITDA for that same period,
respectively. On the lightning and electronic systems segment, we were a leading
manufacturer of interior automotive lighting components in Europe, with a market share
of overhead front consoles and dome lamps of 36% over 35% in 2022, and a relevant
supplier in the ambient light segment, especially for premium vehicles. As of December
31, 2022, the Lighting business segment included 13 facilities.

The percentage of Net Turnover and EBITDA (excluding “others”) derived per
business unit for the year ended December 31, 2022 are as follows:

Net Turnover EBITDA

We believe that our financial and operational success and stability have been, and
continue to be, driven by our strategic, customer-focused geographical growth and
diversified revenue streams, as well as our manufacturing, process, design and
technological expertise. We believe that these factors have allowed us to achieve our
position as a leading global supplier in the automotive industry, with high strategic
importance to many of the largest OEMs.

Our Industry

The automotive industry designs, develops, manufactures, markets, sells and


services motor vehicles which are usually classified into light vehicles (passenger cars and
light commercial vehicles) and heavy commercial vehicles. The automotive production value
chain is split between OEMs, such as Volkswagen Group, Mercedes-Benz AG, Tata Motors,
BMW Group, Renault Group, Nissan, Stellantis, Ford and automotive suppliers, such as
Bosch, Continental, Magna and us. Automotive suppliers are then generally further
categorized into three different tiers. Tier 1 suppliers like us sell their products directly to
OEMs. Typically, these products are larger modules or systems which integrate components,
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sometimes sourced from Tier 2 automotive suppliers. Tier 2 suppliers provide individual
components or component groups which in turn typically integrate individual parts produced
by a further layer of Tier 3 suppliers.

Automotive suppliers are typically further divided into sub-segments based on their
components’ function within the car. As an automotive supplier of interior components, our
revenue is linked to the development of automotive production numbers and changes in the
content per vehicle for the components and systems we produce. The interior market in the
broader sense is comprised by all the products and systems that form the cabin interior of
the car and surround the driver and passengers. As such, interior components have a direct
effect on driver and passenger comfort and safety and therefore allow OEMs to differentiate
between car models.

As the automotive industry continues to evolve, global trends have developed across
the industry that are being driven by a combination of maturing consumer preferences,
financial, technological, legal and regulatory requirements and the increasing importance of
emerging economies relative to more traditional mature economies. According to different
estimations from market data analysis and research providers, such as IHS Markit and LMC
Automotive, the global automotive production industry is expected to grow by a 4-5% in
2023, still reflecting the impact of chips shortages and supply chain restrictions. Also, global
units produced are not expected to reach these of 2018 until 2025. In terms of regions,
APAC, North America and Europe are the largest markets as of December 31, 2022.

Global trends which will drive future industry growth and the long-term growth
potential of the interior component market include, but are not limited to, the following
ones:

Effects of the so-called CASE+P Model in the global auto market: The
automotive industry is being shaped and heavily impacted due to the increasing importance
of technological shifts over the last years, as well as due to significant changes in customer
demands and needs provided recent lifestyle changes on a worldwide basis. These days
pretty much all car models marketed have innovative technologies aimed at facilitating and
improving driving experience, as well as to provide additional safety features to users. Cars
now are and are expected to be much connected, autonomous, shared, electric and
personalized, thus opening a broad range of new possibilities and business opportunities for
those companies well positioned and with global capabilities. In this regard, our long-term
strategic plan is focused on increasing the capabilities within our new lightning and
electronic systems business unit in order to become a leading smart integrator, as well as
a relevant provider of innovative technological solutions for the interior to our clients, being
this primarily aimed at continue improving our global profitability, increase product portfolio
and increase our customer base.

Increasing penetration and development of shared mobility platforms and


services: New shared mobility services and platforms that allow those who decide not to
own a car have been experiencing a huge growth over the past years, being this trend one
of the most significant ones that are expected to shape the future of the global auto
industry. This will also have implications in the global auto industry not only for automakers,
but also for OEMs and suppliers, since companies such as Uber or Lyft will manage fleets
that will have to be adapted to customer-specific needs. Standarization of production
platforms easily customizable will be key in order to properly meet their needs, combined
with capabilities to develop user experience and infotainment systems aimed at making cars
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much more comfortable.

Higher consumer expectations of interior comfort: Increased comfort features


in the car selection process is of growing importance for final customers, partially due to
the increase in the average age of the population and greater time spent in the vehicle. The
trend towards higher consumer expectations of interior comfort increases demand for
qualities such as improved fit, finish and craftsmanship in interiors across all vehicle types.
We believe OEMs are dedicating a larger portion of total cost per vehicle to interior
components as they “upscale” vehicle interiors across their entire portfolio of platforms.
Suppliers with advanced design, materials and manufacturing capabilities to deliver a broad
suite of interior component products across a wide range of price points should benefit from
this continued focus on interior comfort and craftsmanship by both consumers and
OEMs. While increased consumer expectations of interior comfort play an important role in
certain emerging markets in which we operate, like China and Thailand, other emerging
markets, like India, are still lagging behind on this trend.

Sustainability and safety: The OEMs that we supply, and automobile


manufacturers generally, are increasingly focused on weight and emissions reduction in
order to meet increasing legal, regulatory and industry-standard requirements in the
markets in which they operate, as well as on the safety of passengers, other road users and
pedestrians. The development of the regulatory environment is complex and has required
automotive suppliers, such as ourselves, to focus on the design and development of
technologies to address the various regulations and to differentiate us from our competitors.

Globalization of platforms: OEMs are increasingly designing vehicle models built


on common but variable platforms which can be produced in high volumes. The use of
common platforms and standardization allows OEMs to increase economies of scale across
the value chain, differentiate their products from those of their competitors, expand the
number of product segments in which they compete, extend the life of existing automobile
platforms and remain responsive to changing lifestyle trends and customer tastes. This
trend towards common platforms provides automotive suppliers such as us increased
opportunities to supply larger volumes of products and also to benefit from economies of
scale. Furthermore, there is an increased dependency on suppliers, such as us, that are
capable of managing complex projects, which in turn assures the harmonization of quality
standards across geographies globally.

Increasing market share of low-cost and premium automotive segments: In


the long-term, the automotive market is expected to shift focus away from mid-market
towards low-tech and low-cost vehicles on the one hand and function oriented, innovative
vehicles for premium customers on the other hand. In recent years, the market share of
low-cost passenger cars (i.e. cars costing less than €7,000) has been increasing,
predominantly in China, India and Brazil, and sales of small passenger cars are expected to
grow further. These cars are mainly manufactured and sold in high-growth countries in
APAC, as well as in Brazil and Eastern Europe. Growth in the premium segment is also
expected to be driven by emerging markets, including China, India and Africa. Vehicles in
the premium segment tend to be more technologically advanced in each sub-segment of
automotive components, including the interior components segment.

Consolidation of supplier base: In order to take advantage of the operational


economies of scale across the value chain, OEMs are encouraging consolidation of their
supplier base with an increased focus on large, technically and financially strong global
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suppliers capable of producing consistent and high-quality products across geographies.
The OEMs we supply use a number of factors to determine their choice of suppliers
including, among other things, quality, service (including location, service interruptions and
on-time delivery), in-house R&D and technological capabilities, overall track record and
quality of relationship with the OEM, production capacity, financial stability and price. In
recent years, we have noticed that development expertise, an extensive geographical
footprint, consistent and high quality production capability and diverse ancillary
competencies tend to offset price-sensitivities among OEMs who appreciate the added-value
inherent in these other factors.

Outsourcing and technological partnership with OEMs: As OEMs increasingly


focus their resources on automobile assembly, they are either maintaining or increasing the
levels of production outsourcing to suppliers such as ourselves. As they grow outside of
their home markets, they are more inclined to turn to external suppliers for content they
might have previously supplied in-house. Suppliers such as us can benefit from economies
of scale derived from serving various customers that our OEM customers find more difficult
to achieve in our product segment when manufacturing in-house abroad. In addition,
specialization has led to advances achieved by suppliers such as ourselves in certain
technologies, which OEMs find difficult to match in-house in price and quality, thereby
increasing outsourcing in these areas, even in mature economies. Furthermore, while
know-how is still being developed by suppliers and the design is still controlled by OEMs,
there is an increased importance in the collaboration with Tier 1 suppliers.

The regional shift of the automotive industry with continuing increase in


demand for vehicles in emerging markets: While vehicle production demands have
fluctuated across the global economy in recent years, on a normalized level the demand in
emerging economies has generally continued to increase. Industry sources forecast that in
the years leading to 2030, there will be a higher CAGR of sales in large and highly populated
countries such as China and India, as well as in other emerging economies than that
experienced generally across Western Europe. In response to this, OEMs continue to
develop their presence in these markets, resulting in an increased need for OEMs to
establish supplier networks beyond their home markets, including the migration of
component and vehicle design, development and engineering activities to certain of these
markets. In certain of these markets, such as China, there is already significant demand for
new, premium branded vehicle models, as well as for electric vehicles. Nevertheless, vehicle
demand in these emerging economies is predominantly for less advanced models with lower
entry-level price points. This increasing local demand in emerging markets has helped boost
the local automotive industry in these countries and has attracted investments in
manufacturing from North American-, European- and APAC-based automobile
manufacturers, through stand-alone investments and joint ventures with local partners. The
evolution of volume demand in these markets is in tandem with an evolution of regulatory
and industry standards modelled after those set earlier by more mature economies. This
trend offers automobile suppliers such as us an opportunity to expand our business with
our customers in these emerging markets.

Increasing number of electric and hybrid cars: Consumers are becoming


increasingly environmentally conscious and this is affecting their vehicle purchase choice.
Electric and hybrid vehicles have seen increasing production, with hybrids being more
popular than purely electric vehicles. However, the rates of adoption of these vehicles has,
so far, been relatively slow, largely due to their relatively high price and, with respect to
purely electric vehicles, short driving range and the lack of battery re-charging
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infrastructure, even in developed countries. It is expected to take a number of years until
battery technology is sufficiently improved and becomes affordable for mainstream use in
automobiles. Moreover, it will also take time to develop charging stations to support these
types of vehicles. Once these obstacles have been overcome, take up of both hybrid and
electric cars is likely to increase. During this stage, we are likely to see an increase in the
number of automotive suppliers who manufacture electric motors, advanced automotive
batteries as well as semiconductors, connectors and sensors which these vehicles will need.
Regardless, we believe that our business is largely agnostic to the increasing trends of
electric and hybrid cars.

Growth of cooperative agreements: In order to achieve economies of scale and


delay developments costs, competing automobile component manufacturers are
increasingly entering into cooperative alliances and arrangements relating to shared
purchasing of components, joint engine, powertrain and/or platform development and
sharing and other forms of cooperation. This cooperation among competing automobile
component manufacturers is expected to continue. For example, we have entered into joint
ventures in emerging markets to accelerate our international expansion with partners such
as Krishna Maruti Limited (belonging to the Krishna Group) in India, NHK Spring
(Thailand) Co., Ltd in Thailand, SKT Yedek Parca ve Makina Sanayi ve Ticaret A.S. in Turkey,
Changshu Automotive Trim Co., Ltd. in China, Summit DV in Plastimat Hungary Kft. in
Hungary and NAEN Automotive Technology Co., Ltd. In China.

Our Key Strengths

Provided our global footprint, proven track-record, successful and longstanding


relationships with automakers and OEMs, extensive capabilities and deep expertise in a
number of technologies and products, we believe that we have the following competitive
strengths vs our peers:

Strong positions in core markets

We believe we are the third largest supplier of automotive interior components


worldwide, with a leading market share position across product lines including overhead
systems, door panels, lighting systems and instrument panels in the main countries and
regions where we operate.

On a market segment basis, we are a leader in the design, development,


manufacturing and supply of automotive interior components with approximately one out
of every three automobiles assembled in the world containing interior parts manufactured
by us. In 2022, we were a leader in overhead systems, both modular and plain headliners,
with around 23% of the global market share. We were also leader in overhead systems in
Europe and South America with a market share of 34% and 61% respectively. We also have
a dominant position in North America with 34% of the market. In sun visors, we are leaders
in Europe with around 35% market share. Additionally, we were a leading producer of door
panels in Europe with a market share of over 19% and a significant market share of 22%
in window regulators. We were also a relevant producer of door panels and window
regulators in South America, with a market share in window regulators of 12%.
Furthermore, we were a global producer and supplier of cockpit modules, including
instrument panels, centre consoles and glove boxes, which we design, engineer and
manufacture. In this regard, our capabilities include but are not limited to design and
engineering, styling, tooling, manufacturing, assembly and sequencing and

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electrical/electronic system integration. Finally, on the lightning and electronic systems
segment, we were a leading manufacturer of interior automotive lighting components in
Europe, with a market share of overhead front consoles and dome lamps of 36% in 2022,
and a relevant supplier in the ambient light segment, especially for premium vehicles.

Additionally, OEMs face substantial switching costs from operational, technical and
logistical perspectives in replacing the supplier of a particular component or system during
the life cycle of a specific vehicle model. The supplier of a component for a specific car
model is often also appointed for the next generations of that model. This is mostly due to
the long lead-time and large investment required to set up the production and supply
processes, and to the scale operational efficiencies gained through experience with the lean
manufacturing of certain products. We believe that such switching costs and our
technological capacities strongly protect our leading market position.

Highly diversified business model

Regional diversification

We have a geographically diversified platform of 134 manufacturing plants and just


in time, or JIT, assembly and sequencing facilities, as well as 24 technical-commercial
offices, or TCOs, in 26 countries worldwide as of December 31, 2022. We supplied our
products globally to over 100 different automotive brands belonging to approximately 30
OEMs in 2022. We provided components for around 600 different vehicle models, thus
reflecting that during the year we supplied products to more than one out of every three
vehicles manufactured worldwide. Our product, geographical and customer diversification
allows us to take advantage of global growth opportunities, in particular our presence in
Europe, North America, APAC, South America and Africa, which in the past has mitigated
the impact of regional production fluctuations on our business during economic downturns.
We are headquartered in Burgos, Spain, and in 2022 our average number of employees was
approximately 24,122.

Our increased efforts in geographic diversification have resulted in a decrease in the


percentage of total revenues in Europe from 68% in 2010 to 44% in 2022, with Spain
accounting for only around 4% of our 2022 revenues as compared to approximately 22%
in 2010. However, Spain has historically been one of the main hubs of the automotive
industry worldwide and, in 2022, was among the top ten largest production hubs worldwide
thanks to the significant footprint of large global groups, such as Volkswagen Group,
Mercedes Benz AG, Stellantis and Ford, and consequently we aim to continue to have a
relatively significant footprint in Spain, while increasing our presence in other markets.

We are a truly global player who has committed substantial investment to, and has
a well-established presence in, growth markets. We believe we are a market leader
measured by units of production in many of these markets, which gives us a competitive
advantage over other players. Furthermore, our net turnover from our APAC operations
have increased from €82.2 million in 2010 to €732.2 million in 2022, representing around
16% of our revenues in 2022.

As part of our customer-focused approach to our expansion strategy, we have


proactively coordinated our expansion plans into growth markets with those OEMs with
whom we supply. When an OEM customer expands into a new market or location, we
determine whether it is in our strategic interest to also open a facility in such location.

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Furthermore, our strong geographical diversification allows us to take advantage of global
growth opportunities and mitigates the impact of regional demand fluctuations on our
business during economic downturns. The charts below show the evolution of our regional
diversification as a percentage of our revenues.

Evolution of Regional Diversification

Net Turnover 2010 Net Turnover 2022

Customer diversification

Relative to our competitors, we have a well-diversified customer base which, through


a successful development strategy, has improved across models and now supplies products
globally to over 100 different automotive brands belonging to approximately 30 OEMs in
2022. Our OEM customers include Volkswagen Group, Ford, Tata Motors—Jaguar Land
Rover, Stellantis, Mercedes Benz AG, BMW and Renault, among others.

In the year ended December 31, 2022, seven of our OEM customers represented
around 80% of our total revenues. We have pursued a strategy of customer diversification
and continue to develop new global relationships with some of the world’s largest
OEMs. Additionally, we have a diverse set of customers for each of our products and no
single OEM is the largest customer in every one of our business segments. The charts below
show the evolution of our customer diversification as a percentage of our revenues.

Evolution of Customer Diversification

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Product diversification

Our historic product portfolio has been comprised primarily of products in our
headliners, doors and interior plastics, lighting and, since 2015, the cockpit modules
segments. The charts below show the evolution of our product diversification as a
percentage of revenues.

Evolution of Product Diversification

Net Turnover 2010 Net Turnover 2022

Long-standing contractual customer relationships

We have strategic and long-standing relationships with our OEM customers, which
are based on many years of successful collaboration. Our scale and ability to develop
differentiated solutions for our OEM customers on a global scale are critical to our success
and differentiate us from local and regional suppliers of automotive components.

Our global presence enables us to manufacture, assemble and sequence our products
in our plants and JIT facilities, which are located close to OEMs around the world. This allows
for JIT delivery systems on a global scale and on a consistent and high-quality basis, making
us a clear choice for global OEMs.

Our well-developed technological capabilities, global manufacturing footprint and


proximity to OEMs, operational scale and track record of financial performance enable us to
supply products to support an OEM throughout the full product life cycle. Additionally, we
often act as a development partner during the initial stages of product development which
allow us to recommend and incorporate our products into potential designs well in advance
of any formal orders from our OEM customers. Our ability to support the development
process of OEMs and work as an outsourcing partner to them all over the world is a
significant differentiator, in particular on new product solutions, and would take large
investments and a long time to replicate, thereby making us a preferred partner to the
leading OEMs in the industry.

Our ability to maintain our competitive advantages and technological leadership has
resulted in strong customer relationships and translates into a consolidated customer base
with our top five OEM customers representing around 66% of net turnover for the year
ended December 31, 2022. The relationships with key customers are long-standing and the
sales from our top five OEM customers have grown from €1,261.2 million in 2010 to
€2,956.4 million in 2022.
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Strong innovation track record

The automotive industry has a growing focus on innovation, due to continuously


increasing customer expectations and the need to meet environmental goals and regulatory
requirements. Our commitment to developing innovative and high quality products has
defined our approach to our OEM customers. Many of our products are designed and
manufactured using state-of-the-art technologies to implement new functionalities on board
the vehicle that provide higher standards of safety, perceived quality and comfort while also
focusing on weight reduction and cost optimization objectives as critical factors inherent to
the automotive sector.

Over the last few years we have continuously invested in R&D, and in the year ended
December 31, 2022, our total R&D spending amounted to €118 million or 3% of our
consolidates sales. This level of R&D spending allows us to respond to the growing demand
and requirements of OEMs for products at the forefront of technical innovation. As of
December 31, 2022, we had a dedicated team of 1,658 employees in engineering functions
throughout R&D, design and calculation engineering, advanced manufacturing and quality
control processes, supporting our product innovation capabilities, as compared to 550
employees in these functions in 2010.

In 2022, Antolin's innovation activities have been determined by two types of


boundary conditions. On the one hand, with our work we continue providing creative
responses to the trends that redefine every day the concept of mobility on a global scale.
On the other hand, we have started a period of greater alignment with the real objectives
of our business in the short and medium term in order to anticipate the moments of
uncertainty that the sector is facing and the adverse socioeconomic scenarios that threaten
it.

In this regard, we have begun to prioritize those programs aimed at the technological
enrichment of our products through the development of solutions for the integration of new
functionalities and the development of processes to improve our efficiency and
competitiveness parameters. Among other topics, these programs include:

(i) Smart surfaces integrating capacitive sensors and backlighting solutions in


combination with decorative finishes with the highest aesthetic quality.
(ii) Interior surfaces with improved properties for intensive use, easy cleaning and
antimicrobial performance.
(iii) New dynamic ambient and functional lighting solutions in the interior of the
vehicle to improve aspects related to visual comfort and driving safety.
(iv) Heating surfaces and study of their impact on the thermal comfort sensations
of the occupants and their contribution to the improvement of the energy
management of electric vehicles.
(v) Development of functional printing processes and new formulations of
conductive inks for generating electrical circuits that enable the replacement
of conventional wiring in some components.
(vi) Innovative solutions for modularization of components and development of
electronic control techniques to improve the performance of mechanisms and
new functionalities in the vehicle.

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(vii) Solutions to reduce the environmental impact of our products and improve
sustainability considerations: New decorative finishes based on materials
100% natural origin, technologies to facilitate the processing of materials with
high content of recycled plastic, study of efficient ways to recycle waste
originated in our industrial processes, development of structural foaming
processes to reduce the weight of plastic parts, etc.

Market fundamentals

According to different estimations from market data analysis and research providers,
such as IHS Markit or LMC the global automotive production industry is expected to grow
by 4-5%- in 2022, still reflecting the impact of chips shortages and supply chain restrictions.
Also, global units produced are not expected to reach these of 2018 until 2025. In terms of
regions, Europe, North America and APAC are the largest markets as of December 31, 2022.
The interior components market in which we operate is expected to outperform other
sectors in the automotive industry due to the increasing interior component content per
vehicle. This trend is driven by growing comfort requirements of consumers and rising
technological demands from OEMs related to weight savings and noise and vibration
insulation. These demands are driven by emissions reduction requirements and related
engine downsizing measures by automotive OEMs with smaller, more technologically
complex engines typically causing more noise and vibration.

We are in a strong position to continue to benefit from ongoing consolidation and


supplier concentration in our market due to our competitive cost base, worldwide presence,
leading technological capabilities and solid financial position. As OEMs continue to introduce
global platforms and modular toolkits as a basis for a large number of car models, they are
more interested in working with global suppliers with strong development capabilities which
can support them across their international operations.

Experienced management and committed core shareholder

Our management team has extensive experience in the automotive industry and the
majority of our management has been with the Company or within the auto industry for
more than 20 years, demonstrating a high degree of continuity and commitment in our
leadership. Our operational performance is deeply rooted in our organizational structure
and culture. Our current Chief Executive Officer, Ramón Sotomayor, has been with the
Company for just 1 year.

The management of the Company has always remained focused on building strategic
long-term relationships with key customers, producing an innovative and broad range of
products and leading our expansion internationally into key growth markets, which include
the U.S., Mexico, China, India, the U.K. and Germany.

Our management team has a demonstrated track record of achieving and maintaining
resilient financial performance through the economic cycle even during the 2008 and 2009
economic crisis. Our successful acquisition of the Magna Interiors Business in 2015 was
driven by our management’s identification of the substantial value creation potential of such
business.

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Our family ownership plays a crucial role in supporting our vision and strategy.
Ernesto Antolín, who was appointed as the representative for our Chairman on January 31,
2015, having served as Vice-Chairman of Antolin since 1995, along with María Helena
Antolín, who was appointed as the representative for our Vice-Chairman and has over
26 years of international experience with Antolin, and other members of the Antolin family,
have been essential to driving our profitable growth strategy.

Our Strategies

Our mission is to be a crucial strategic partner for our OEM customers around the
world and across the entire spectrum of our product portfolio. The strategies to achieve our
mission are based on innovation, flexibility, customer focused growth and further
geographic, product and customer diversification, while maintaining the highest levels of
customer satisfaction. We intend to achieve this by pursuing the following strategies:

Continue to be an innovation leader through research and development

In order to remain competitive in the new automotive market, Antolin is working on


the sophistication of its value proposition, evolving not only its products but also its
manufacturing processes and how to offer them to its customers. Beyond its capacity as a
specialized plastics processing company, Antolin has the opportunity to position itself as an
efficient smart integrator of advance technological complex and innovative solutions in the
fields of electronics and lighting for interior components. This way, in addition to adding
value to its products, the company will be able to meet the customers' requirements
regarding the convenience of having interlocutors capable of providing multi-technology
solutions for larger vehicle platforms and with whom collaborate from earlier stages of
development.

Our objective is to be a smart integrator and a leading innovator in the automotive


interior components industry. High consumer expectations, environmental goals and
regulatory changes are three of the main drivers in the automotive market. We are involved
in the design of highly innovative cars, as a result of our focus in four main areas:

• Materials and Processes: designed to generate surfaces with high perceived


quality, improved performance for intensive use and compatible with the
integration of electronic and lighting functions. It also includes environmental
considerations with the development of more sustainable solutions based on the
use of natural materials, the use of greater proportions of recycled material and
the fulfilment of light weighting objectives to contribute to the reduction of
consumption and emissions.
• Mobility of the future: focusing on the design of new vehicle interiors and
incorporating intelligent surfaces and advanced functionalities on board the
vehicle. It includes the development of new interior concepts to address the
preferences of users in different regions of the world in a differentiated way. It
also includes the development of studies based on user experience for the
optimization of visual, thermal and acoustic comfort aspects.
• Electronic functions and technological solutions: based on the development
of hardware and software solutions for the control of functions related to dynamic
lighting, driving assistance, connectivity, infotainment and human-machine
interfaces (HMI), among others.

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• Smart product integration: researching functions in advanced vehicle interior
components and mechanism design and automation. The integration includes not
only the aspects related to the functionality of the product but also its constructive
aspects, simplifying as much as possible architectures and manufacturing or
assembly processes to achieve cost and competitiveness improvements.

Become a global full-service supplier to OEMs

We intend to strengthen our position as a Tier 1 supplier for automobile interiors with
an extensive production and supply network that can flexibly service our customers on a
global basis, providing major OEMs access to our global platform and product portfolio. In
addition, we hope to increasingly take on additional responsibilities and activities of OEMs by
managing Tier 2 and Tier 3 suppliers, thereby improving the manufacturing and product
development efforts of our customers. Our acquisition of the Magna Interiors Business in
2015, which had strong relationships with premium OEMs, including BMW, Tata Motors—
Jaguar Land Rover and Mercedes-Benz AG, also allowed us to improve our position in the
premium segment of the automotive interior industry.

Our approach to project and production management is increasingly focused on


integral execution by locating our technical and manufacturing facilities close to the
decision-making and manufacturing centres of our customers. Additionally, we aim to
ensure engineering benchmarking, continuous improvements in operational excellence and
standardization of processes in every country in which we operate. We intend to develop
new industrial processes able to produce different products with the same investment. The
capacity to produce a broader product portfolio will allow us to provide a better service to
OEMs.

Develop design, engineering and production capacities across low cost countries

Our objective is to significantly increase our operations in best-cost countries in


Eastern Europe, Mexico as well as in APAC regions, particularly in India and China, world’s
largest market of the automotive industry, with approximately third of total global cars
produced and sold in the country. These markets present opportunities to capitalize on
growing long-term demand relative to that of more mature economies. We intend to
increase our internationalization by both selectively expanding our production capacities in
new geographies and also expanding our product portfolio in such low-cost markets in which
we already have successful operations.

Expand footprint in the APAC region

We have increased, and plan to continue to increase our presence in APAC


consistently with the development trend of the automotive market in the region. APAC
continues to be a significant contributor to margin expansion. Our net turnover derived from
the APAC region has increased from €82.2 million in the year ended December 31, 2010 to
€732.2 million in the year ended December 31, 2022. In the year ended December 31,
2022, revenue in China increased by 22% from the year ended December 31, 2022, while
the light vehicle production increased by 6%.

We believe that we are well positioned to take advantage of growth opportunities in


APAC as a result of our existing footprint of high-quality production facilities in the region.
We intend to capitalize on our current operations and reputation to increase our presence

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in the region through selective and disciplined investments and partnerships. For example,
in China, we have 3 TCOs and we operate 26 sites. We have 2 TCOs and 5 operating sites
in India, which serve customers including Tata Motors - Jaguar & Land Rover, Mahindra,
Ford, Stellantis Volkswagen Group, Hyundai, Toyota and General Motors. Furthermore, we
have a joint venture with Krishna Group which supplies Maruti Suzuki and Honda. In South
Korea, we have 1 TCO, and we provide automotive parts to Renault Samsung in a joint
venture with Dongwon Tech. Moreover we have 1 TCO in Japan and 1 operating site in
Vietnam and 1 in Thailand.

Successfully continuing to integrate new acquisitions and realizing synergistic


opportunities

In markets where we already have a strong presence, our growth strategy includes
selected bolt-on acquisitions that complement and enhance our current operations. Part of
our growth strategy involves identifying suitable acquisition candidates in markets where
we currently operate, as well as in markets in which we have not previously operated. For
example, in 2015 we acquired the Magna Interiors Business and have been continuously
focusing on its integration. In addition, we will also continue to consider future acquisitions
from time to time as an opportunity to apply leading technologies to our product portfolio,
cross sell new and existing products to our existing customer base, expand our customer
base and enhance our growth profile. For example, in 2018 we acquired (i) Haselbeck, a
high-quality plastic injection mould maker based in Germany to strengthen our tooling
innovation capacity for €6.6 million, and (ii) a 40% stake in Walter Pack a Spanish-based
company that specializes in the design and production of high-quality decorative technical
surfaces and parts that combine well with our existing Lighting capacities for € 3.9 million.

Additionally, in 2020 we acquired an strategic stake in AED Engineering, an electronic


systems company based in Munich and present also in Spain providing services to premium
OEMs located in Germany, as well as a minority interest in Israel-based startup Eyesight -
now Cipia- specialized in state-of-the-art technology focused on driver monitoring systems
in order to continue building our capabilities within the electronic systems arena as part of
our main goal and aim to become a leading smart integrator of technological innovations
within our products to improve our global profitability, increase product portfolio and
customer base. Also, in August we opened our new Innovation Centre in Shanghai to
develop our footprint and customer relationships in the Asian region, particularly in China.

Our Products

Our product portfolio is primarily comprised of overhead systems (or headliners) and
soft trim, door panels and hard trim, cockpits, instrument panels and centre consoles,
lighting systems and electronic systems. The diversification of our product portfolio has
helped us to strengthen our strategic relationships with OEMs, who are able to turn to us
for innovative and market leading product solutions across the value chain. In 2022, we
have undertaken 374 projects in aggregate covering projects for all our product portfolio,
out of which 143 were new projects. Furthermore, we have also provided our products to
over 100 car models and to 9 out of 10 best-selling car models worldwide during the year.

Headliners

An overhead system comprises the headliner as well as all the components associated
with it. Headliners conceal roof sheet metal, wiring and safety airbags and incorporate

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interior components, thus improving the perceived quality of the vehicle by the eventual
vehicle owner. Our headliner product is a composite material that is affixed to the inside of
the metal panel of a vehicle’s roof. The headliner is a fundamental aspect of a vehicle’s
design and functionality and plays an important role in the aesthetics, comfort, safety and
acoustics of the vehicle. From the start of our business, our overhead systems have
identified us on a global scale as a pioneer in the R&D of such technologies. Overhead
systems can be adapted to different configurations, from the simplest headliners through
to the most complex modular integration. Our components include substrate, sunvisors,
consoles, lighting, grab handles, air conditioning vents and solar protection systems. We
develop technological solutions to account for key factors such as head impact regulations
and the integration of fabric and lighting elements. The extensive offer meets the
requirements of all segments available in the market.

The sunvisor product is an interior component located above the windshield, designed
to protect the driver from the sun. All sunvisors are designed with a hinge that is adjustable
to help shade the eyes of drivers and passengers from the glare of sunlight. Some luxury
cars are equipped with doubled-shaded sunvisors, allowing the driver/passenger to turn one
of the shades toward the side window and the other forwards to the windshield to improve
sunlight protection performance. The sunvisor is an interior component with visual,
functional and security customer requirements. Due to these last two requirements we
invest significantly in concept design and we try to simulate as much as possible to obtain
a robust product. The complete validation of a sunvisor is complex and time consuming
because of these requirements. One of the most recent pieces of equipment acquired by
the Company is the ECE21, which differentiates us from our competitors and allows us to
carry out head impact testing, greatly appreciated by our customers.

We have integrated the management of the overhead system, including headliners


and mechanical sun protection systems in the new panoramic roofs and windshields.

Manufacturing process

We begin the production process of our headliners by analysing our customer’s


requirements as well as the features and components that will be incorporated into the
headliner. Our technical departments determine the ideal material construction and
technology to produce the headliner at the most competitive cost and our engineering team
then builds the detailed 3D specifications of the product. Once the part has been engineered,
we begin the manufacturing process.

We manufacture our headliners using two production techniques: thermosetting


technology and thermoplastic technology. Thermosetting technology uses a multi-layered
composite structure (combining a core of polyurethane foam and layers of adhesive, glass
fibre and an aesthetical cover) which is converted into a rigid product using a heating
process, while thermoplastic technology uses a board of a fibrous material which is heated
in a specialized oven and then pressed into its final shape using a cooling process.

The core material of the headliner is polyurethane foam. Manufacturing the foam is
integrated in every production facility allowing us to customize the properties of the foam
in accordance with customer specifications to achieve certain density, mechanical and
acoustic requirements. The foam is created in large blocks which are then cut down in size
to the required dimension and thickness.

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Once the foam is cut into the appropriate dimensions, it is coated with adhesive, a
catalyst is sprayed over the foam, then two layers of glass fibre are placed on and
underneath the foam. Finally, a backing layer, either fleece or paper, is placed on the bottom
side and an aesthetical layer, a textile or carpet, is placed on the upper side in order to
create the final “sandwich” structure. The graphic below illustrates the final “sandwich”
product.

The formed “sandwich” is then transferred into a heated tool to shape the headliner.
After forming the headliner, it is trimmed using a pressurized water stream or with special
die-cut tooling.

In the thermoplastic stage, our thermoplastic technology processes boards of fibrous


materials which are blends of polyester or polypropylene fibres with glass fibres by heating
the boards in an infra-red oven and then moulding the boards in a cold press while, at the
same time, feeding the interior textile finish into the mould. Finally, the part is trimmed by
water jet. The thermoplastic lines are fully automatic, reducing labor costs and boosting the
competitiveness of this technology.

Following customer and market demands, we have developed different technologies


to assemble various components, such as sunroof frames, console frames, fixing or locator
features on the back of the headliner. These components can be incorporated during the
forming or covering steps or in a specific additional tooling.

Sunvisors are made up of several components and many different materials and
processes. The core of the sunvisor is made of injected plastic covered by various materials.
The most popular cover is PVC. Other components are assembled to the sunvisor, including
plastic fasteners, metallic springs to ensure a good rotational function, vanity mirrors,
airbag labels and ticket holders. The mirror is one of the most valued components in a
sunvisor and there are many varieties: non lighted, lighted with incandescent lamps or new
LED generation. The LED mirrors are developed and produced in collaboration with our
Lighting segment. The different assembly processes are manual, semi-automatic or fully
automatized depending of the concept and the production country. Once we assemble all
the components and obtain the finished product, we have a standardized and automatic
quality control system in all our production lines worldwide to ensure final quality. The
sunvisor market is very competitive. To win new business and reduce the quality issues, it
is necessary to work on in-house standard components, design guides and standard
processes.

As of December 31, 2022, the production process for our Headliners segment is
spread out across over 66 facilities worldwide.

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Customers and competitors

We sell our overhead systems globally and our main clients are most of the top
OEMs in the world, including Ford, Volkswagen Group, Renault-Nissan and Tata Motors—
Jaguar Land Rover amongst others. Our global footprint in design and industrial capacity is
a key factor for obtaining and maintaining our relationships with these OEMs.

The main competitors for our headliners are Howa Tramico, IAC, Tuopu, Toyota
Boshoku, Motus, Industriale Sud, Yanfeng and GSK Group, amongst others. The main
competitors for our sunvisors are Shanghai Daimay, Toyota Boshoku, Kasai Kogyo,
Shanghai Huate and Yong San, amongst others. The main competitors for our soft trim
products are Autoneum and Ideal, amongst others.

Doors & Cockpits

Our Doors segment produces door systems (including front, rear and sliding door
panels), pillars (including upper and lower pillar trim and quarter trim panels), window
regulators, rear cargo and liftgate trim and related components and also assembles
complete door modules including components such as door latches, harnesses,
loud-speakers and sealing. We also produce seat latches for specific vehicle platforms.

A door panel is the component covering the internal side of a vehicle’s door. The door
panel hides the door’s metal panel and the internal components of the door such as windows
regulators, latches and certain wiring and also incorporates electric switches, pull handles
and armrests. The door panel brings together numerous different mechanical features and
also plays a key feature in the interior design of the vehicle.

A window regulator is the component that moves the window in the door. The main
function of the regulator is to move the window through a mechanic actuator engaged by a
handle or by an electric motor. We develop and produce window regulators of any
morphology as another component of the door system we offer, all of which satisfy the
quality, cost, weight and ease of assembly demands of each client’s assembly line and are
subject to a rigorous validation processes to offer the very highest standards of reliability.
Additionally, we have extensive experience in designing, validating and implementing
motors in our window regulator systems. These motors have changed significantly in recent
years, from being considered a high-end product to becoming a mass-produced standard in
most vehicles. Our motors incorporate an electronic anti-pinch system which enables them
to be activated automatically and safely, as well as forming part of the vehicle’s electronic
communications network. We developed and validated our first plastic window regulator
and started production in 2016. It is a significant product improvement, as plastic window
regulators are extremely light-weight. We were the first to market a plastic window
regulator in Europe and we have started to introduce quite successfully the modular versions
of plastic window regulators, consolidating Antolin as a key player in light-weight solutions.

We have pioneered the introduction of lightweight technologies for injected


thermoplastic in the European market, as well as in the use of environmentally-friendly
processes and materials. Our techniques for injected plastic trim include chemical foaming
injection, which achieves weight reduction in comparison to conventional technology.

The finish of a pillar trim can be fabric/leather wrapped or textured resin color
matched to be in harmony with the headliner. We develop and test pillars to protect the

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driver during crash and for easy airbag deployment. Our focus on hard trim activities is on
using our innovative ideas to increase the added value of this product line, thereby offering
a better product at a competitive price. The most noteworthy features of our hard-trim
activities are the wide range of materials and technologies we can offer OEMs in
conventional plastic covers, laminated parts or textile back injection pillars, with this last
core competence focused on premium vehicles.

We are a global producer and supplier of cockpits modules, which include instrument
panels, center consoles and glove boxes. The cockpit module plays a key role in defining
the driver’s experience and it integrates the instrument panel and several control functions
such as HVAC, cross car beam, steering column, wiring harness, instrument cluster, air
vents, decorative inlays, glove boxes and passenger airbag systems, among others. Our
system integration capabilities allow us to design, engineer, manufacture and assemble
these elements and supply complete cockpit systems for OEMs. The focus of this business
segment is on innovation, examples of which include lighter materials, integration of
electrical connection and increased functions.

The instrumental panel is the dashboard located directly in front of a vehicle’s driver,
displaying instrumentation and controls for the vehicle’s operation. It is a key element of
the cockpit module and is comprised of a sophisticated system of trims, foams, composites
and metals. We provide a full range of instrument panel offerings to meet OEM design
specifications and price points in every vehicle segment, from entry level to premium and
luxury vehicles. While designing and manufacturing the instrument panels, our engineers
primarily focus on quality, function and decoration, while optimizing the cost/quality ratio.
Our vertical integration capabilities also enable us to produce the majority of the
components for instrument panel systems, including air distribution ducts, decorative
appliqués and other plastic trim.

The center consoles are the control-bearing surfaces in the center of the front of the
vehicle interior, often beginning in the instrument panel and continuing beneath it, running
between the front of the driver and passenger seats. The center consoles complement the
instrument panels and have become an increasingly complex part of our Cockpits business
segment. Their design, in terms of ergonomic, comfort and quality play a significant role in
the car interior. Our main focus with respect to center consoles is enabling the operation of
vehicle functions and maximizing storage space. We have developed several innovative
console features, such as movable consoles or storage areas combined with adjustable
armrests. We also employ many of the same features and technologies used in our
instrumental panels, such as sewn leather, appliques and air distribution, to ensure interior
design continuity.

Our glove boxes are a key element of the instrument panel focusing on functionality.
Storage and structural support for the complete system are some of the most noteworthy
features of our glove boxes.

This business segment was created in September 2015 following the acquisition of
the Magna Interiors Business from Magna, a global automotive supplier of interior products
and systems, and is still in the process of being fully integrated into our business. We
estimate the integration process was completed in the 2018 calendar year. Our main current
capabilities include styling, engineering, tooling, manufacturing, assembly and sequencing
and electrical/electronic system integration. In the final stages of the integration process,
we expect to also be capable of creating synergies between other business segments such
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as Lighting. Integration of light into traditional plastic components is a defined target of our
OEMs. Assembling own manufactured magnesium cross car beams into the cockpit is
another example.

Doors manufacturing process

We begin the production process by analysing our customer’s requirements as well


as the features and components that will be incorporated into the door panel. Our technical
departments determine the ideal material construction and technology to produce the door
panel at the most competitive cost and our engineering team then builds the detailed 3D
specifications of the product. Once the part has been engineered, we begin the
manufacturing process.

Due to the cutting-edge elements of these door panels, the traditional assembly chain
is extremely complex. We provide OEMs with a final product which combines technical
features with design while at the same time reducing the industrial complexity of the
assembly chain.

A door panel is composed of several parts and each of them uses a different
technology and production process. The first step of production is generally either injection
moulding or thermoplastic processing. Injection moulding consists of plastic material being
melted in order to fill a mould which is then cooled to solidify the panel. Door panels
constructed using thermoplastic are produced with a thermoplastic shell, which is heated in
an oven or a press machine and a mould.

Once the plastic component is finalized, a variety of covering technologies are utilized
to cover the part with leather or fabric. The technologies used for the covering process
include vacuum technology, edge wrapping and laser cutting which allows designs to be
laser cut into the final product. Once all the individual parts are produced, they must be
assembled together. The assembly process can be done in one of our production plants or
can be done, totally or just partially, in a JIT facility close to the assembly plant of the
customer to reduce logistic cost.

Window regulators are composed of several parts and each of them have a different
technology and process of production. We use injection moulding and stamping to make
most of the individual parts which are then assembled using a variety of techniques
including robotic and manual assembly lines.

Cockpits manufacturing process

The primary technologies and processes employed in the manufacturing of interior


components and systems include low pressure and injection moulding, compression
moulding, vacuum forming, slush skins, spray urethane, leather covering, foaming as well
as manual and automated assembly and sequencing.

We manufacture our instrument panels by injection moulding of the main structural


elements as carrier, warm air duct, center stack, airbag chute and glove box housing. For
providing the surface of an instrument panel, the processes of vacuum covering and gluing,
welding, foaming, hand and semi-automated covering of leather, milling, punching and laser
cutting/weakening are performed. Assembly of air vents, bezels, plastic components and
decorative trim parts completes the final product. To provide a complete cockpit, the
following additional modules have to be assembled: cross car beam, wiring harness, climate
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control unit, steering column, electrical and electronical modules. An electrical end of line
test ensures full functional performance of a cockpit before being delivered to the customer.

In order to manufacture our center consoles, we begin by injection molding of carrier


and structural elements similar to the instrument panel. Process steps of welding, vacuum
covering, foaming, leather wrapping and assembly of bezels and decorative trim parts are
employed to complete the final product.

Our glove boxes are manufactured through a combination of injection moulding,


welding, foaming, covering and final assembly.

As at December 31, 2022, the production process for our doors & cockpits business
unit is spread out across 49 facilities worldwide.

Customers and competitors

We sell our doors & cockpits products mainly in Europe, North America and APAC,
particularly in China. Our main clients are many of the top OEMs in the world, including
Stellantis, Volkswagen Group, Ford Motor, BMW Group, Renault-Nissan and Tata Motors—
Jaguar Land Rover, amongst others. Our global footprint in design and industrial capacity
is a key factor for obtaining and maintaining our relationships with these OEMs.

The main competitors for our doors are Yanfeng, Faurecia, Kasai Kogyo, Toyota
Boshoku, Seoyon E-HWA, Motherson, IAC, Hyundai Mobis, and Simoldes, amongst others.
We believe we offer lower engineering costs compared to our competitors. In relation to
window regulators, our main competitors are Brose, Hi Lex, Shiroki Corporation, and
Kwangjin, amongst others. In relation to sunvisors, our main competitors are Shanghai
Daimai, Kyowa Sangyo, Shangai Huate amongst others. We are increasing our
competitiveness by utilizing our wider manufacturing footprint. In the medium term we
believe that our know how in plastic window regulators and our longer experience in plastic
injection and door modules will place us in a leading position among our competitors

Lighting

Creating light scenarios and sophisticated atmospheres, as well as providing


innovative technological solutions, is one of our main areas of expertise. We offer complete
interior solutions including interior solutions based on LED including overhead consoles, side
reading lamps, multi-purpose lamps, ambient lighting, electronics/smart lighting and
exterior solutions such as daytime running lamps, center high mounted stop lamps and
direction, position and license plate indicators.

As one of the key players in the market, we pay special attention to innovation in this
segment, maintaining strong development capabilities, mainly in electronics and optical
design. Increasingly, we are seeing increasing innovation in the market for our products.
We now see solid-state LED technology replacing the historic incandescent lighting
technology as well as specialized electronics becoming increasingly present in even the
simpler products. As the state-of-the-art technology evolves in each of these product ranges
to include more functionality and elevated finish, we are evolving our production processes
to match.

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Manufacturing process

As with our other business segments, we begin the production process by analysing
our customer’s requirements with regard to interior automotive lighting. Our production
capabilities are vertically integrated, mastering the complete industrial process from R&D,
conception and tooling to material processing, assembly, packaging and delivery.

The production processes for our lighting segment varies depending on the type of
lighting required by our end customers. The manufacturing processes include plastic
injection, aluminium coating, ultrasonic and vibration welding, electronics components
processing, including PIN insertion for press-fit pin replacement of classical connector
technology, wire-to-PCB soldering in the form of hot bar soldering, 100% in-line LED
measurements, laser marking, wire stripping, tinning and termination equipment. We also
have significant capacity in stamping technology which gives us a strong competitive edge
in producing parts that essentially combine the functionality of electrical circuits, connectors
and parts supports. Our toolmakers are renowned for their skills in creating complex tools
that produce elegant and cost-effective mass production parts.

Furthermore, we are now equipped in-house with surface mounted device assembly
process equipment in three sites. This enables us not only to be competitive with our offers,
but also to stay abreast of the rapid evolution of customer requirements and complements
supply from our traditional subcontractor base.

As at December 31, 2022, the production process is spread out between 16 facilities
across China, Spain, Germany, France, the UK and Romania.

Customers and competitors

We sell our interior automotive lighting products primarily in Europe, North America,
South America and APAC, particularly in China. Our main clients are among the top OEMs in
the world, including Volkswagen Group, Renault-Nissan, Stellantis and Mercedes-Benz AG,
amongst others. Our global footprint in design and industrial capacity is a key factor for
obtaining and maintaining our relationships with these OEMs.

The main competitors for our lighting products are Hella, Il Heung, Silder, Delphi
amongst others. Our competitive advantages lie in several factors, namely our global reach,
electronics capabilities, design, our efficient cost structure and our ability to stay ahead of
our competitors. Our expertise in retro illuminated decorative inserts thanks to our strategic
alliance with Walter Pack makes Antolin the partner of choice for interior ambient solutions.

Research, Development, Innovation and Intellectual Property

We operate in a highly competitive and globalized industry and must constantly


change and adapt to meet our customer’s needs and expectations. We consider innovation
and R&D to be key success factors in the differentiation of our products and services from
those of our competitors.

One of the global trends in the automotive industry is the increased focus on
innovative and technologically advanced products that seek to address the parallel concerns
of improved safety for passengers and road users and the reduction of weight and
emissions. Our commitment to developing innovative, high quality products has defined our
approach to our customers. Investment in R&D is one of our main drivers.
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With the development of our innovation programs we contribute to meet the great
objectives of Antolin to face the exciting future that the automotive sector has ahead:

• To increase the added value of the company's current products and at the
same time be able to access new product ranges with greater technological
sophistication.
• To improve our technical and industrial capacities in order to be able to face
the mobility trends of the future, as well as to improve our position in the
market as suppliers of high technological content.
• To differentiate Antolin's offer with respect to its competitors by introducing
innovations that allow us to optimize, compared to the cost, technical
performance, functionality, comfort and perceived quality inside the vehicle.
• To improve aspects of industrial flexibility and efficiency, helping to implement
advanced manufacturing tools in order to ensure the competitive strength of
Antolin to face the current situation of uncertainty in the automotive market.
• To contribute to the fulfilment of the environmental commitments that affect
the sector in terms of emission reductions for the coming years, as well as the
implementation of aspects typical of a circular economy that is increasingly
necessary.

The innovation strategy designed to achieve these objectives includes the


development of open innovation initiatives. In this regard, during 2022 our innovation and
advanced engineering teams have been focusing on a broad number of technologies, being
the most relevant ones developing new forms of design and colours, re-engineering of
products and processes, functional systems, advanced processes and product engineering,
plastronics, new architectures, advanced materials and photonic technologies, among
others. Additionally, the Company has continued to be focusing on a number of strategies
aimed at further positioning ourselves a the leading smart integrator of innovative
technologies applied to interiors, including:

• Attracting talent, knowledge and skills with which to face the challenges
affecting the sector;
• Expanding our innovation ecosystem, consolidating external technical support
teams, as well as new collaboration models and alliances; and
• Conceiving new solutions to enhance our products and processes.

During the year, we have also launched a number of challenges in which a significant
number of participants from a broad number of countries participated, and additionally we
finished an ambitious project aimed at developing and innovative cockpit for the future in
which a number of new technologies, such as smart LEDs, HMI, DMS and lighting solutions,
will be integrated to provide users an enhanced and safer driving experience.

At Antolin we carry out our research and development work following a rigorous process
called "Innovation Development Process". This process involves a multi stage process aimed
at turning ideas into innovations that can ultimately be commercialized. The initial stage of
the process is designed to foster generation of ideas and includes, among other things:
identification, understanding and analysis of social, digital, demographic, regulatory,
industry and other trends which may create demand for, and thus drive development of

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new automotive technologies, competitive intelligence, technological observation, freedom
to operate analysis, review of academic research and automotive customer input. Concepts
that progress past this initial stage are further evaluated, including with respect to
commercialization opportunities, as well as potential risks and challenges to further
development. Winning innovations progress through subsequent stages towards product or
process realization, validation and, eventually, product launch.

In the year ended December 31, 2022, we invested €118.5 million in R&D. Our
innovative products and market leading processes are developed through our targeted R&D
platforms across R&D centers throughout Europe, APAC and North America region.

Underlying our innovative products and processes and in-house capabilities is the
maintenance of rigorous quality management and testing systems in all of our
manufacturing plants and R&D facilities. Through regular internal audits we are able to
ensure that our products and processes are monitored to the highest industry standards.
We believe that these competencies and capabilities along the entire value chain give us a
competitive advantage over many of the other suppliers.

Joint Ventures

Joint ventures constitute a key aspect of our business strategy and we operate in
many countries by means of partnerships with local partners. Joint ventures have
historically been a strategic way for us to enter new geographies. While in some joint
ventures we are not the majority shareholder, we nonetheless often exercise operational
control over these entities. Below we present a summary of our latest most significant joint
ventures.

China- Shanghai Antolin Naen Automotive Electronics Co., Ltd.

In March 2021, a “joint venture'” created with NAEN Auto Technology which specialises in
the electronics of keyless vehicle entry and ignition systems, in which the Group holds a
51% interest.

China- Hefei Antolin Auto Parts Co., Ltd.

In May 2021, a “joint venture'" created with Changshu Automotive Trim Co., Ltd., in which
the Group, via its subsidiary Changshu Antolin Automotive Interiors Co., Ltd. holds an
effective 60% interest in its share capital.

Spain-Matoma Capital S.L (formerly AED Innovation Group, S.L.

In July 2020, the Group acquired a 49% equity stake in Matoma Capital, S.L.
(formerly AED Innovation Group, S.L.). This company has its Registered offices in Madrid
and it is the parent of a group dedicated to the development and production of embedded
electronic systems for the automotive sector. This group comprises AED Engineering, GmbH
and AED Embedded Development, S.L.U., solely owned by AED Innovation Group, S.L. and
located in Munich (Germany) and Murcia (Spain), respectively. This operation strengthens
the new Electronic Systems business unit: a key pillar to consolidate the Group as a global
provider of in-car technological solutions.

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China-Chongqing Antolin Tuopu Overhead System Co., Ltd., Hangzhou Antolin Tuopu
Overhead System Co., Ltd. and Harbin Antolin Tuopu Overhead System Co., Ltd.

In March 2022, Antolin sold all of its 61% holding in the Chinese joint ventures
Chongqing Antolin Tuopu Overhead System Co., Ltd., Hangzhou Antolin Tuopu Overhead
System Co., Ltd. and Harbin Antolin Tuopu Overhead System Co., Ltd., to their current
shareholder, Tuopu Overhead System Co., Ltd.

Property, Plant and Equipment as of December 31, 2022

We have a geographically diversified platform of 134 manufacturing plants and just


in time, or JIT, assembly and sequencing facilities, as well as 24 technical-commercial
offices, or TCOs, in 26 countries worldwide as of December 31, 2022.

The following table sets forth the total number of our plant and JIT facilities and our
TCOs, by region as of December 31, 2022.

Plant/JIT TCO
Europe 63 12
North America 26 3
APAC 33 7
South America 7 0
Africa 5 2
Total 134 24

Environmental

We have a strong commitment to environmental issues and the impact of our


operations on the environment, including with respect to climate change. We are also
committed to maintaining high standards of health and safety, both environmental and
general. We have approved a management model, aimed at covering any legal
requirements, and which currently applies to each entity in our Group. As of December 31,
2022, we had 97 employees dedicated to environmental issues and 94 employees dedicated
to health and safety issues.

As manufacturers of automotive components, the environmental impact generated


by us have to be taken into account throughout the life cycle of the vehicle and not only
during the manufacturing phase of our parts. For this reason, we are committed to adapting
and using the best techniques available for our components, as well as including
environmental aspects in the design and operation of them. For example, our innovation
processes seek weight reduction and make use of biomaterials and natural fibres, our design
processes seek new products and production processes centred around efficient use of
resources and energy, and we seek out recycling options for the components at the end of
their useful life.

Over the past three years, we have had no relevant material environmental issues,
actions, claims or liabilities that could have had a significant impact on our equity, financial
position or results, and are currently not aware of any such issues, actions, claims or
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liabilities, excluding the claim in Brazil against our subsidiary Trimtec Ltda. See “—
Proceedings”.

As of December 31, 2022, we had achieved environmental certification in accordance


with the standard ISO 14001 for 95 plants and production centres. The chart below shows
a breakdown of our 95 ISO 14001 certifications by region as of December 31, 2022:

Region ISO14001 Certification


Europe 46
North America 22
APAC 18
South America 4
Africa 5

Additionally, as of December 31, 2022, we have energy efficiency certification in


accordance with the standard ISO 50001 for 6 companies in Europe.

To reinforce the transformation of its business model and support its strategy to
consolidate itself as a global provider of technological solutions for car interiors, Antolin
approved in 2022 its new Sustainability Goals in environmental, social and corporate
governance aspects, as well as actions to achieve them. Profitability and purpose come
together at Antolin to build the mobility of the future, from the interior of its products and
its people based on three areas in which Antolin can increase value: Planet, People and
Business.

With regard to environmental matters, Antolin is working to become a business leader


for its respect for the environment, its contribution to the fight against climate change and
its support for the transition toward a low carbon economy. Focused on “Value for the
Planet”, the company wants to contribute to the decarbonization of the automotive industry
by helping its customers to meet their commitments in reducing emissions and promoting
a circular economy. In cooperation with its supply chain, Antolin is working to gradually
reduce the CO2 emissions from its own operations, setting a target date of 2040 for
achieving full neutrality and an intermediate target of reducing 75% CO2 emissions in 2028
(vs. 2019 levels).

As for the circular economy, the company is committed to doing more with a more
sustainable use of resources. Innovation and technological development are key to the eco-
design of its products and solutions, incorporating recyclable and natural materials, reducing
weight of the components produced and also reducing of waste classified as non-hazardous,
as main actions for minimizing their environmental impact throughout the entire life cycle.
The company is promoting the eco-design through the Life Cycle Analysis (LCA) of the main
products supplied by Antolin, which allows the company to quantify their environmental
impact, identify materials or processes with a better footprint and propose alternatives to
reduce it..

Health and Safety

In terms of health and safety we are aware of the risks in our business and have a
policy that ensures that both our employees and those from other companies working on
our premises have a safe and healthy working environment.

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In accordance with this policy, we use the same criteria when assessing the
performance of any company in terms of health and safety and no difference is established
between the companies operating in the countries in which we are present.

Our management plan, based on the OHSAS 18001 model, includes the identification
and verification of any applicable regulations, as well as the performance of internal audit
controls to verify any applicable preventive measures and the level of compliance.

There is also a system of audits which verifies that any measures in health and safety
meet with the criteria established in our policies, thereby assuring reliability and
comparability among the companies.

Proceedings

We are from time to time involved in legal proceedings, claims or investigations that
are incidental to the conduct of our business. We vigorously defend ourselves against these
claims. In future periods, we could be subject to cash costs or non-cash charges to earnings
if any of these matters are resolved on unfavourable terms. However, although the ultimate
outcome of any legal matter cannot be predicted with certainty, based on current
information, including our assessment of the merits of the particular claims, we do not
expect that our pending legal proceedings or claims will have a material adverse impact on
our future consolidated financial condition, results of operations or cash flows.

For example, Trimtec Ltda., our subsidiary in Brazil, we are subject to, together with
49 other companies, an environmental claim initiated in 2009 and derived from the
environmental damages caused by Companhia Brasileira de Bauxita (“CBB”), who was hired
to provide services of incineration and industrial waste disposal for Trimtec Ltda. and other
companies in 2001. CBB did not perform such services and failed to dispose of the waste
adequately, which allegedly ended up causing severe environmental damage. The first
proceeding, started by citizen action, initially sought Brazilian real 50 million in damages
from CBB and each of the companies that had contracted the services of CBB. The second
one, a public civil action, initially sought Brazilian Real 53.2 million in damages. We consider
the risk derived from these proceedings to be remote. An expert in the assessment and
valuation of environmental damages was appointed in connection with the proceeding and
has issued an expert’s report which was submitted only to the public prosecutor. The public
prosecutor is currently considering the findings of the expert’s report and the proceedings
are still ongoing.

Employees

The average number of employees working for us during 2022 was approximately
24,122, globally, with mostly of them based in Europe -around 50%-, North America -
around 30%- and APAC -approximately 15%-.

Our strategy is to manage relations with our employees primarily on a plant level,
with the “plant works council” being the forum for employee representation most favoured
by our employees. As a general rule, each plant has its own collective agreement. This
policy allows us to benefit from a number of advantages:

• collective agreements are adapted to the specific circumstances and needs of each
plant (for example different geographic areas within a country may have different
average salary or cost of living allowances);
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• collective agreements can be adapted to the economic performance and productivity
of each plant; and
• workers identify themselves better with their own “plant works council” rather than
with a country level one.

In addition to this strategy, we try to build open and trusting relations with union
representatives at regional level or country level, in order to allow a bi-directional
communication channel to provide them with relevant information, but also to understand
their real worries and concerns.

During the global economic crisis, we proactively managed our employee


requirements while endeavouring to find constructive measures to manage and retain
experienced professionals. Given the global nature of our business and operations, the
measures implemented required an in-depth analysis of the legal framework of each
jurisdiction in which we operate. Our extensive global footprint has also given us a tool to
fight the impact of the global economic crisis as it has allowed for increased geographical
mobility and provided us with the ability to temporarily balance our resources across
different regions, supporting strategic projects with the most skilled and experienced
workers. This was particularly relevant during the entire 2020, when our global workforce
was heavily impacted by the Covid19 pandemic. In this regard, we focused on securing and
prioritizing our employee’s health and actively supported all of them during the crisis
through different mechanisms aimed at properly adapting our working conditions and
securing our global operations, particularly during those times in which some of our
production plants were affected by temporary closures and lockdowns that resulted from
the different restrictions imposed by governments to face the pandemic.

Where necessary and where the legal and regulatory labour and employment
framework in a jurisdiction allows, we have implemented measures such as temporary
reduction of the workforce, early retirement programs (as a way to achieve cost reduction
in the short-term and to reduce the average age of the staff in the medium to long-term)
and “substitute contracts” which has proven to be an efficient way to manage costs and
rejuvenate the workforce, while accommodating the aging population.

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Management
Board of Directors

The following table sets forth, as of the date of this annual report, the name and title
of each member of the board of directors of the Company, together with their
representatives (in the case of corporate directors) and is followed by a summary of
biographical information of each director or representative.

Name Position
Canea, S.L. (represented by Ernesto Antolín) Chairman
Injat, S.L. (represented by María Helena Antolín) Vice Chair
Santa Julita S.L. (represented by Emma Antolín) Director
Ampaber, S.L.U. (represented by Miguel Ángel Vicente) Director
Ramón Sotomayor Chief Executive Officer

Ernesto Antolin: Chair of the Board of Directors and member of the Delegated
Appointments and Remuneration Committee, she took over as Chair of Antolin in 2014 as
part of the established generational handover. She is Executive President of Canea, S.L.,
the family office of her branch of the family. She has a postgraduate degree in Law from
Boston University (USA), along with30 years of international experience in the automotive
sector in the areas of strategy, marketing, industry, and business diversification. She
started her professional career at Antolin as assistant to the management at several
production plants, coordinating the activities of production, logistics, engineering, quality,
human resources, and finance. Subsequently, she was responsible for launching industrial
operations in Eastern Europe and was Regional Director for Central-Eastern Europe,
managing all the sales activities for German customers. She participated in the launch of
industrial and sales operations in NAFTA. In 1997, she became Vice-Chair of Antolin,
heading the New Business Division, developing the company’s strategy for the African and
Asia-Pacific Regions, and establishing sales agreements with partners and the acquisition
of new companies, as well as the introduction of new markets-

María Helena Antolin. Vice-Chair of the Board of Directors, she is currently Vice-
Chair and Director of Branding, Marketing, Communication, and Corporate Affairs at Antolin.
He has a degree in International Business & Business Administration from Eckerd College,
St. Petersburg, Florida (USA) and a Master’s degree in Business Administration from Anglia
University, Cambridge (UK) and the Polytechnic School of Valencia (Spain). At Antolin, he
has held various positions related to quality, strategy, and excellence. She has been Director
of Human Resources Development, Industrial Corporate Director and Director of Corporate
Improvement Strategy. In addition to her duties at Antolin, she is an External Director of
Iberdrola; member of the Board of Directors of DANOSA and member of its Appointments
and Remuneration Committee; member of the Advisory Board of Banco Sabadell Urquijo;
French International Trade Advisor, Spanish section (CCE); and Vice-Chair of CEOE, as well
as Chair of its Mobility Board. She is also a member of the Board of Directors of SERNAUTO,
the Spanish Automotive Equipment and Components Manufacturers Association, which she
chaired until 2021.

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Emma Antolin. Member of the Board of Directors and the Audit, Appointments, and
Remuneration Committees, as well as Sustainability and Corporate Governance Committee,
she has been leading the Corporate Governance practice at Antolin since its creation in 2015
and is the Executive President of Injat Investment Office, the family office of her branch of
the family. With over 14 years of experience at the company as Director of Corporate Social
Responsibility and Sustainability, she combines her professional activity with her academic
work as an associate professor at IE Business School in corporate governance and
responsibility programs, and collaborates with business schools such as EDEM in its
“Success Management for Business Families” program. She has a degree in Psychology from
the Pontifical University of Salamanca, an MBA from IEDE, and a Master’s in Financial
Management from the IE Business School. She has completed her training with specialized
programs in finance, negotiation, and family business at the University of Cambridge,
Harvard Business School, and Insead, among others. To strengthen her executive
competencies and skills as a board member, in 2022 she participated in the specialized
high-performance programs for chairs and board members run by the International Institute
for Management Development (IMD) in Switzerland.

Miguel Ángel Vicente. Member of the Board of Directors and the Delegated
Sustainability and Corporate Governance and Audit Committees since 2021, as a non-
executive director. He has a degree in Industrial Engineering from ENSAI University in
Strasbourg (France) and a Master’s in Business Administration from INSEAD in
Fontainebleau (France), as well as a Master’s degree in Motors from the IFP School in Paris
(France). With over 40 years of international experience in the automotive sector, he has
worked for groups such as Renault, as a manager in the areas of research, engineering,
quality, manufacturing, and procurement in France, Mexico, and Spain. Member of the
Executive and Management Committees, as COO (Chief Operations Officer) of Antolin from
2017 to December 2020, he began his professional career at Antolin in 1992, holding various
positions in the company as head of the corporate divisions for sales, industry, and
operations in Europe-Mercosur and North America, and head of the Doors segment.

Ramón Sotomayor. He has a degree in Industrial Engineering from the University


of Portsmouth and an MBA from the University of Rutgers. He started his professional career
at the ThyssenKrupp Group where he held various positions, including Chief Executive
Officer for southern Europe, Africa, and the Middle East. He has been an advisory director
at Nexxus Ibérica and was a member of the Board of Directors and the Appointments and
Remuneration Committee of Abengoa until November 2020. Until his appointment as Chief
Executive Officer of Antolin, he was an independent director and Chair of the Appointments
and Remuneration Committee of Velatia and a member of the Board of Directors of Grupo
Lantero, Levantina y Asociados de Minerales, ABE Capital Partner, and a member of the
Advisory Board of Sidenor.

Pablo Ruiz and Alberto Guerra act as secretary and vice-secretary respectively of
the Board Of Directors.

In 2022 the members of the board of directors of the Company received €3.0 million
in remuneration for their work as administrators of the Company, compared with the €3.1
million they received for the financial year ended December 31, 2021. Certain members of
the board of directors of the Company are also employees and, as such, earned wages and
salaries and other benefits in an aggregate amount of €4.2 million for the year ended
December 31, 2022, compared to €1.2 million of remuneration they have received for the
financial year ended December 31, 2021.
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Advisory Board

This is the advisory body that provides support and advice to the Board of Directors
in relation to running the business and strategic decision-making. Since its establishment
in 2018, it has been a key element in monitoring and implementing best practices in good
governance within the company, as well as in the commitment to the transparency and
professionalism of its governing bodies.

The members of the Advisory Board are independent advisers, who form part of and
chair the various delegated committees. All of them have in common distinguished careers,
experience in leading companies and organizations, and different professional profiles and
backgrounds, which enriches their contribution to Antolin. Women represent 75% of the
total number of members.

The Advisory Board is made up of four directors, compared to six in 2021. Under the
operation of an extended Board of Directors, they actively and simultaneously participate,
without voting rights, in the Board of Directors meetings. Furthermore, in 2022, they met
autonomously on eight occasions, with 100% attendance by their members.

The following table sets forth, as of the date of this annual report, the name and title
of each member of the advisory board of the Company and is followed by a summary of
biographical information of each member, including their respective ages.

Name Position
Carmen Gomez de Barreda Member
Bernardo Villazán Member
Milagros Caiña Member
Macarena Cassinello Member

Carmen Gómez de Barreda. Independent Director, Coordinating Director, and


Chair of the Sustainability Committee of Red Eléctrica Corporación. Independent Director
and Chair of the Audit Committee of Grupo Mutua Madrileña. Proprietary Director and Chair
of the Appointments and Remuneration Committee of Hispasat. She has a degree in
Economic and Business Sciences from Comillas Pontifical University (ICADE) and a Master’s
in Business Management IESE (Executive MBA) from the University of Navarre and has
worked for 30 years in the energy sector with responsibilities in different business groups
such as Enagás, Repsol and BP Oil España. She has been Director of Markets in the National
Energy Commission, as well as Managing Director of the Strategic Reserves Corporation of
Petroleum Products (CORES).

Bernardo Villazán. Director of the Chair of Connected Industry 4.0 at Comillas


Pontifical University ICAI-ICADE. A Senior Industrial Engineering degree from Comillas
Pontifical University ICAI, is a Graduate in an Advanced Business Management Program
(PADE) from IESE Business School, and qualified in Good Corporate Governance through
Instituto de Consejeros Administradores (Institute of Directors and Administrators). Merit
Member of the Association and College of Engineers of ICAI and Honorary Member of the
Industry 4.0 Observatory. Previously, he was the President of Lucent Technologies,
Independent Director and President of the Audit Committee at Laniver, and Independent
Director and Chairman of the Appointments and Remuneration Committee of Telvent GIT,
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a NASDAQ listed company. He was a director of the sustainable packaging company
PackBenefit and the IPS Group, a consulting firm specializing in industrial projects linked to
sustainability. Since October 2022, he has been a member of Indra’s Board of Directors as
an Independent Director and a member of the Sustainability and the Appointments and
Remuneration Committees.

Milagros Caiña. Former member of the Executive Board of BMW AG, as head for
Human Resources, Labor Relations, and Real Estate. She has a degree in Business
Administration from VWA in Hagen and was the first woman on BMW’s board as Director of
Human Resources, Labor Relations and Real Estate. A member of executive boards in
various companies for more than sixteen years and with thirty years of experience in the
mobility sector, her professional career has been focused on the area of people management
and company relations, performing her duties for the railway group Deutsche Bahn AG-DB
Mobility Logistics, Schenker AG, in the logistics sector, and Vossloh AG. She has also been
a Member of the Presidium of the BDA Germany, the decision-making body of the
Confederation of German Employers’ Associations and chair of its Employee Pension Plan
Committee. Her professional career is complemented by being a former member of the
Advisory Board of Kühne Logistics University, Hamburgand Bayrische Elite-Akademie in
Munich.

Macarena Cassinello. Director at Siemens Gamesa Renewable Energy, Business


Expert at Palfinger AG. She has a Senior Industrial Engineering degree from the School of
Industrial Engineering of Barcelona (ETSEIB), with a Master’s in Automotion from the
Polytechnic University of Catalonia (UPC) and Global Management Program (GMP) from
INSEAD Business School. She started her professional career at Seat and Nissan, where she
held various positions in Spain and Europe. She then joined CNH (Fiat Group), with
responsibility in the United States, Europe and Asia. She was Chief Quality Officer at IVECO
until 2019 and has been a director at IVECO España and a member of the IESE I-WILL
Advisory Board.

Commissions:

The Board of Directors may form commissions from among its members and
members of the management team and charge the commissions with the performance of
specific tasks. The commissions’ tasks, authorizations and processes are determined by the
board of directors. Where permissible by law, important powers of the board of directors
may also be transferred to the committees. As of December 31, 2022, the board of directors
had established the following commissions:

Audit Commission

The audit commission is responsible for, among others, reporting information on the
annual financial statements, as well as on our quarterly financial. In addition, our audit
commission proposes the appointment of the external financial auditors to the board of
directors, and oversees our internal audit services, our financial information reporting
process and our internal control systems. The audit commission meets as often as necessary
in order to discharge its functions and at least once every two months. The audit commission
is composed of Macarena Cassinello (as president), Emma Antolín, Miguel Ángel Vicente and
Bernardo Villazan (as members) and Pablo Ruiz (as secretary).

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Appointments and remuneration Commission

The duties and functions of our appointments and remuneration commission include,
among others, the duty to inform our board of directors of appointments, re-elections,
terminations and remuneration of the Board and its members, as well as upon general
remuneration and incentives policy for the Board and senior management. The
appointments and remuneration commission meets as often as necessary in order to
perform its functions, and at least once every two months. The appointments and
remuneration commission is composed of Milagros Caiña (as president), Ernesto Antolín,
and Emma Antolín (as members) and Alberto Guerra (as secretary).

Sustainability and Corporate Governance Commission

The commission was created by the board of directors on December 13, 2017. Its
duties and functions include, among others, the monitoring of compliance with internal
codes of ethics and conduct and the rules of corporate governance, the periodical
supervision of compliance programs, environmental policies and corporate social
responsibility, non-financial risk evaluation and the supervision of the communication
strategy and investor and shareholder relations. The commission meets as often as
necessary in order to perform its duties and functions, and at least once every two months.
The Sustainability and Corporate Governance commission is composed of Bernardo Villazan
(as president), Carmen Gómez de Barreda, and Miguel Ángel Vicente (as members) and
Alberto Guerra (as Secretary).

Top Management

Our Top Management team is led by our CEO, Ramón Sotomayor.

The Top Management are the members of the Executive Committee and the Extended
Executive Committee.

The executive committee is responsible for all tasks delegated to it by the board of
directors. The executive committee meets on a weekly basis.

The following chart sets forth, as of the date of this annual report, the name and title
of each member of the top management team who does not also serve on the board of
directors and is followed by a summary of biographical information of each director or
representative.

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Javier Alonso. EVP, Chief Transformation Officer (CTO). He joined Antolin in 2022.
With more than 25 years of experience in high transformation environments, after starting
his career as an aerospace engineer in Sener he worked as strategic consulting in several
countries in Europe and the US for Boston Consulting Group and Deloitte. During the last
years he has been a transformation executive in several companies and roles, being the
most relevant his roles as Chief Transformation Officer and Managing Director of Noatum
and Chief Financial, Operations Officer and Managing Director at Douglas Spain. He holds
a MSc in Aerospace Engineering from UPM, Francisco Arranz Award from Spanish Aerospace
Engineer Professional Association, an MBA from IESE, and he is Financial Risk Manager by
the Global Association of Risk Professionals (GARP).

Cristina Blanco. EVP, Chief Financial Officer (CFO). She joined Antolin in 2001 as
Financial Planning and Treasury Director. In 2016 she assumed the CFO position. With more
than 25 years of experience, she began her professional career in different financial
responsibilities at an industrial company and at a financial institution. She has combined
her professional career with her activity as financial professor in ISFE, UVA and IE. She has
a degree in Business Administration from Universidad de Burgos and Dundee University,
and an Executive Program from ESADE. 7

Fernanda Cardama. EVP, Chief Human Resources Officer (CHRO). She joined Antolin
in 2021. With more than 30 years of experience she has held positions in Human Resources
Management in multinational companies such as Johnson & Johnson, Grupo Cortefiel, and
Hay Management Consultants. Before joining Antolin she was Global Head People &
Resources at Maxam, where she led the Organization, Communication, Digital, IT and HR
functions. She holds a degree in Psychology and an AMP from Harvard Business School. She
also has an MBA from IE, a General Management Executive Program from the University
of Cape Town and a Master of Human Resources from ICADE.

Miguel Marañón. EVP, Customer Development. He joined Antolin in 1998 as


Development Engineer Seats BU, and after 5 years, Purchasing Responsible Seats BU
Functions. In 2004 he was promoted as Director of Product Engineering and Projects Seats
BU. In 2013, he took over Seats Business Unit Director responsibility. He assumed the
position of Chief Commercial Officer in 2017, later moving to the position of Group Executive
VP Customer Development in 2022. He has a degree in Industrial Engineering from ETSII
Valladolid, an MBA from IDE CESEM, and an Advanced Management Program from IE
Business School.

Christophe Ancey. EVP, Product Systems. He joined Antolin in 2022. Working for more
than 30 years in the Automotive Tier 1 supplier business, he has developed his professional
career in Faurecia (currently Forvia) where he has held different responsibilities in
Engineering Development, Program Management, Global Account Management, and
General Management positions, with a global scope and in the Asian and European regions.
During his last period at Faurecia he held the position of Interiors Senior Vice President
Europe Division. He holds an Engineering Degree from ITEC Lyon, a Global Executive MBA
from IESE, and Management Programs from INSEAD and LBS.

Jorge Juárez. EVP, Technology Solutions. He joined Antolin in 1999 in Doors & Hard
Trim Business Unit, assuming different positions throughout his professional career. In 2012
he held the position of Business Development General Manager Asia Pacific assuming the
role of President Asia Pacific, combining it with Electronics Systems Business Unit since
2020. Since 2022, he is in charge of Technology Solutions. He holds an Industrial
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Engineering Degree specializing in Electronics and Robotics, from Universidad de Valladolid,
a Plastics & Materials Master Degree from ETSII Madrid, and an MBA – Innovation & Digital
Marketing from The Power MBA.

Russ Goemaere. EVP, President North America. He joined Antolin in 2000. He has
extensive experience in the automotive industry in which he has worked for over 35 years
in different positions. He began his career at G&L Industries, followed by the Talon
Automotive group and the Hubert Group. Since he joined Grupo Antolin has held various
sales and commercial positions. From June 2004 to 2019, he was the VP of Sales and
Marketing of NAFTA. In 2019, he assumed the role of NAFTA Regional Director. He holds a
Bachelor’s degree in Industrial Technology and Engineering from Michigan Technological
University, and a Bachelor of Arts, Business and Finance from Hope College.

Benoit Schlumberger. EVP, President Asia. He joined Antolin in 2022. He has been
working for more than 25 years in the automotive industry, of which 22 years at General
Motors working in Germany, Switzerland, U.S.A. and South Korea in many different areas
(Strategic Planning, New Business Development, Aftersales, Purchasing and Product
Planning). Before joining Antolin he was the VP and General Manager of Motions
Technologies for APAC. He has a Bachelor in Finance and Management and a Master in
Strategy and Management from the Dauphine University in Paris. He also holds an MBA in
International Business from the Baruch College in New York and an Executive Program from
Stanford Graduate School of Business.

Sergio de Freitas. EVP, Supply Chain. He joined Antolin in 2023. He has been working
for more than 25 years in the Automotive industry in Europe, North and South America in
several areas such as Finance, General Management, Logistic, Purchasing and Operations.
After starting his career in Finance and Controlling in Vollkswagen Autoeuropa, he has held
senior management positions in multinational companies such as Continental, Hella and
Valeo in which he led the areas of Supply Chain, Logistics and Industrial Footprints for North
& South America. He has a Degree in Commercial and Industrial Sciences from the
University of Geneva, and an MBA from EUDEM Business School, Lisbon.

Management

In a sector as competitive and in constant transformation as the automotive


components industry, Antolin has the guarantee that comes with having a management
team with extensive experience and recognized success in different fields. It is made up of
more than 270 people from across the 26 countries where the company operates. At the
head of this team is the Antolin Extended Executive Committee, which has eight men and
two women. The Committee, formed last year, includes professionals with extensive
experience within the company, along with international profiles who have joined Antolin to
provide a global and transformative vision of the industry.

As part of the 2023-2026 GOA Transformation Plan, the company has implemented
a new organizational structure that is simpler, more uniform, and makes it possible to roll
out operational excellence across the organization, while putting the customer at the center
of decision-making.

The key changes are:

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• Setting up the Transformation Department, which will unlock initiatives to improve
performance across Antolin. It will foster continuous improvement projects, develop
Advanced Industry plans, identify best practices for implementation throughout the
organization, and build a culture of operational excellence.

• The Sales Department is now Customer Development with global account managers
tasked with devising strategies for customers that meet their expectations and
requirements.

• The Business Units (BUs) are arranged into two areas to separate the mature
businesses from their more technological counterparts and thus better unlock the
potential of each one:

• Product Systems: organized into four business units (BUs): Overheads,


Doors and Hard Trim, Cockpits & Central Consoles, and Components and
JIT.
• Technological Solutions: Lighting, HMI, and Electronics BU. This area
also includes the Innovation Department which is to ramp up its role as
a business generator for the company.

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Shareholders and Certain Transactions

Shareholders

As of the date of this annual report, our issued share capital amounts to
37,468,535.47 consisting of 8,023,241 registered shares with a par value of €4.67 each.

Our shareholder is Grupo Antolin HoldCo, S.A., a Spanish limited liability company
(sociedad anónima), which holds 100.0% of the shares of the Company. Grupo Antolin
HoldCo, S.A. is wholly-owned by the Antolin family through different holding vehicles,
including Avot Inversiones, S.L.

Avot Inversiones, S.L. is 100% owned by the Antolin family. The Antolin family has
two branches, one for each of the two Antolin brothers who founded Antolin. Each family
branch owns 50% of Avot Inversiones, S.L., holding their shares in Avot Inversiones, S.L.
through separate investment vehicles.

The board of Avot Inversiones, S.L. is composed of two members of each branch of
the Antolin family. In February 2013, the Antolin family signed a shareholders’ agreement
regarding its shareholding in Avot Inversiones, S.L. The Antolin family agreed to a ten-year
lockup period, in which the sales of shares in Avot Inversiones, S.L. are restricted to certain
requirements such as business interest and the maintenance of family-based control over
the Company. The shareholders’ agreement sets economic sanctions and penalties for any
breach of the shareholders’ agreement.

Terms and Conditions of Transactions with Related Parties

Transactions with associated companies

The Antolin family owns Compras y Logística Burgalesa, S.L.U., a company which
manages non-productive material purchases and which primarily serves certain Spanish
subsidiaries of our group. This entity had a net turnover of approximately €4.4 million in
the year ended December 31, 2022, approximately 83% of which derived from sales to the
Company and its subsidiaries.

In addition, the Antolin family owns Bodegas Imperiales, S.L., a winery in the area
of “Ribera del Duero”, devoted to the production and sale of wine. In the year ended
December 31, 2022, this entity had a net turnover of approximately €2.0 million, of which
approximately 15% derived from sales to the Company and its subsidiaries.

See note 21 to our consolidated financial statements for the year ended
December 31, 2021, 2020 and 2019, included elsewhere in this annual report, for additional
information regarding transactions with associated companies.

Transactions with Directors

Canea, S.L. and Injat, S.L., both companies owned by members of the Antolin family,
act as the chairman and the vice chair of the board of directors of the Company, respectively
and Agrícola Cinegética San Quirce, S.L.U. and Ampaber, S.L.U., also companies owned by
members of the Antolin family, act as members of the board of directors of the Company.

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As previously mentioned, in 2022 the members of the board of directors of the
Company received €3.0 million in remuneration for their work as administrators of the
Company, compared with the €3.1 million they received for the financial year ended
December 31, 2021.

See note 21 to our consolidated financial statements for the year ended
December 31, 2022, 2021 and 2020, included elsewhere in this annual report, for additional
information regarding transactions with associated companies.

We or our shareholders or management, may from time to time and depending on


liquidity, market conditions and other factors, repurchase or purchase our debt, including
the 2026 Notes and the 2028 Notes.

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Description of Indebtedness
Senior Facilities Agreement

The following section contains a summary of certain key terms of the Senior Facilities
Agreement, the Intercreditor Agreement, the 2028 Notes, the 2026 Notes and other
financing arrangements. This section is intended to be a summary only and does not purport
to be a complete or exhaustive description of the topics summarized. Terms not defined in
the following section have the meanings given to them in the Senior Facilities Agreement.

Grupo Antolin-Irausa, S.A.U. is a party to a senior term and revolving facilities


agreement dated March 13, 2014, as amended and/or amended and restated on June 4,
2015, October 26, 2016, April 27, 2018, June 3, 2020, May 20, 2021, August 27,2021,
December 22, 2021 and most recently on December 7, 2022 (the “Senior Facilities
Agreement”) entered into between, among others, Grupo Antolin-Irausa, S.A.U. as the
company and original borrower (the “Company”), the original lenders listed therein and
Deutsche Bank AG, London Branch as agent (“Agent”) and security agent.

Facilities

After giving effect to the amendment and restatement of the Senior Facilities
Agreement effective as of December 22, 2021, the Senior Facilities Agreement provides for
committed facilities, with outstanding amounts as set out below:

• a euro term loan facility (“Facility A”) in an aggregate amount of €393.1 million,
comprising:
• a tranche of approximately €160.1 million (“Facility A1”) with an amortizing
repayment profile;
• a tranche of approximately €168.0 million (“Facility A2”) with an amortizing
repayment profile;
• a tranche of €45.0 million (“Facility A3”) with an amortizing repayment profile;
• a tranche of €20.0 million (“Facility A5”) with an amortizing repayment profile;
and
• a multi-currency revolving credit facility of €193.6 million (the “Revolving Credit
Facility”).

Each of Facility A1, Facility A2, Facility A3, Facility A5 and the Revolving Credit Facility
has a maturity date of (the “Maturity Date”) 31 March 2026.

Interest rates and fees

The interest rate on each loan under the Senior Facilities Agreement for each interest
period is the rate per annum which is the aggregate of the applicable (a) margin (as
described below) and (b) LIBOR or, in relation to any loan in euro, EURIBOR.

Pursuant to the terms of the Senior Facilities Agreement the margin for Facility A and
the Revolving Credit Facility ranges between 2.50% per annum to 1.80% per annum,
subject to a margin adjustment mechanism in the Senior Facilities Agreement pursuant to
which the margin applicable to Facility A and the Revolving Credit Facility is adjusted
upwards or downwards based on the ratio of Net Financial Indebtedness to Adjusted EBITDA
in respect of any relevant testing period, as demonstrated in the compliance certificate

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required delivered with the annual audited and quarterly unaudited financial statements of
the Group. While an event of default is continuing under the Senior Facilities Agreement,
the applicable margin will be the highest margin applicable to each Facility. In addition, the
margin for the Revolving Credit Facility is subject to a separate margin 2 Classified as Public
adjustment mechanism whereby the margin can be adjusted upwards or downwards by, in
each case, 0.025% per annum (but, in each case, will never be reduced or increased by
more than 0.025% per annum) based on the compliance or non-compliance with certain
sustainability performance indicators as set out in the Group’s non-financial annual report
(with the two benchmark indicators to be (i) greenhouse gas emissions and (ii) work
accidents and occupational diseases).

Pursuant to the Senior Facilities Agreement, the Company is obligated to pay certain
fees, including an agency and security agent’s fee and a commitment fee in respect of the
available but undrawn Revolving Credit Facility commitments.

Guarantees

Pursuant to the terms of the Senior Facilities Agreement, the Company and certain
subsidiaries of the Company (together with the Company, the “SFA Guarantors”)
guarantee all amounts due to the lenders and other finance parties under the Senior
Facilities Agreement and related finance documents. The guarantees granted by the SFA
Guarantors are subject to certain guarantee limitations which are set out in the Senior
Facilities Agreement, or in the case of the Portuguese Guarantors, in the Intercreditor
Agreement. These guarantee limitations primarily limit the scope of the guarantees granted
by the SFA Guarantors to ensure that they comply with the laws of the jurisdictions in which
the SFA Guarantors are incorporated.

The Company is required to ensure that each of its subsidiaries in which it holds
directly or indirectly at least 90% of the issued ordinary share capital, and which for the
last financial year has earnings before interest, tax, depreciation and amortization
(i) calculated on the same basis as EBITDA but on an unconsolidated basis, representing
2.50% or more of the Group’s EBITDA; and (ii) (calculated on the same basis as EBITDA
but on an unconsolidated basis) greater than €5,000,000 (a company meeting these criteria
being a “Material Company”), accedes to the Senior Facilities Agreement as an additional
guarantor as soon as possible after becoming a Material Company. The obligation to require
such a Material Company to accede as a guarantor is subject to agreed security principles
and certain limitations specified in the Senior Facilities Agreement and does not apply to a
Spanish company established as an Agrupación de Interés Económico or a Sociedad de
responsabilidad limitada or any subsidiary incorporated in Argentina, China, Costa Rica,
France, India, Indonesia, Japan, Morocco, Romania, Russia, South Korea, South Africa,
Thailand or Vietnam.

Any subsidiary of the Company that becomes a guarantor in respect of the 2026
Notes or 2028 Notes is also required to accede to the Senior Facilities Agreement as a
guarantor.

Security

Grupo Antolin HoldCo, S.A. has granted Spanish law pledges over the issued share
capital of the Company held by it (comprising 100% of the entire issued share capital of the
Company) (as extended and/or ratified from time to time, the “First Share Pledges”).

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Castilfalé Gestión, S.A.U. has granted Spanish law pledges over the issued share
capital of the Company held by it (comprising 32.6% of the entire issued share capital of
the Company) (as extended and/or ratified from time to time, the “Second Share
Pledges”). In 2020, Castilfalé Gestión, S.A.U. was merged into Grupo Antolin Holdco, S.A.
and as of the date hereof the entire issued share capital of the Company is held by Grupo
Antolin Holdco, S.A. The Second Share Pledges over the shares held by Castilfalé Gestión,
S.A.U. remain effective and the obligations under the corresponding security documents
relating to such shares are legal, valid, binding and enforceable against Grupo Antolin
Holdco, S.A. following such merger.

The First Share Pledges and the Second Share Pledges secure obligations owed under
the Senior Facilities Agreement and related finance documents and the 2026 Notes and
2028 Notes.

The security created by the First Share Pledges and the Second Share Pledges rank
in the order described in the section titled “Intercreditor Agreement” below.

Undertakings

The Senior Facilities Agreement contains certain negative undertakings that, subject
to certain customary and other agreed exceptions, limit the ability of each obligor (and in
certain cases, members of the Group) to, among other things:

• incur or allow remaining outstanding financial indebtedness (with the capacity to


incur indebtedness having been increased by €200 million through the
amendment and restatement effective as of June 3, 2020);
• be a creditor in respect of financial indebtedness;
• create or permit to subsist any security over any of its assets;
• issue or allow to remain outstanding any guarantee in respect of any liability or
obligation owed to any person;
• declare or pay any dividend or other payment or distribution of any kind on or in
respect of any of its shares; and
• make acquisitions of companies, businesses or undertakings.

In addition to the undertakings listed above, the Senior Facilities Agreement contains
a number of other customary positive and negative undertakings.

Financial covenants

The Senior Facilities Agreement contains financial covenants that require the Group
to ensure that:

• the ratio of Adjusted EBITDA to Financial Expenses shall not be less than 4.00:1:
• the ratio of Net Financial Indebtedness shall not exceed to Adjusted EBITDA shall
not exceed 4.00:1 (such ratio to be raised to 4.50:1 for the period ending
September, 30 2022, lowered to 4.00:1 for the period ending December 31, 2022
and lowered to 3.50:1 for the period ending March 31, 2023 onwards).

For covenant purposes, "EBITDA" means the Group’s Profit from Ordinary
Continuing Operations, plus: (a) consolidated depreciation and amortisation;

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(b) projected cost synergies, savings and efficiencies that have occurred or are
reasonably expected to occur in the good faith judgment of a responsible financial
or accounting officer of the Company; provided that any such adjustments shall
not exceed 0.25 times Adjusted EBITDA of the Group (calculated after giving
effect to all adjustments); and

(c) one-off costs, including restructuring costs, redundancy and severance costs
and launch costs, provided that payments under a finance or capital lease which
would not have been treated as a finance or capital lease in accordance with GAAP
on the Second Amendment and Restatement Date will be accounted for, in the
calculation of EBITDA, in the same manner as they were accounted for in EBITDA
on the Second Amendment and Restatement Date.

Repayment

Loans drawn under Facility A are required to be repaid in semi-annual instalments,


in accordance with an amortization schedule set out in the Senior Facilities Agreement, with
the final repayment instalment due on the Maturity Date. Each loan under the Revolving
Credit Facility is required to be repaid on the last day of each interest period; provided,
however, that Revolving Credit Facility loans may be redrawn subject to the terms and
conditions set out in the Senior Facilities Agreement. All outstanding loans under the
Revolving Credit Facility and any outstanding letters of credit are required to be repaid in
full on the Maturity Date.

Prepayments

Subject to certain conditions, the Company or the other borrowers under the Senior
Facilities Agreement may voluntarily cancel any available commitments under, or voluntarily
prepay any outstanding utilizations of, the Senior Facilities by giving three business days’
prior notice to the Agent. Any Facility A loans that are prepaid may not be reborrowed and
the relevant commitments will be cancelled. Any Revolving Credit Facility utilizations that
are prepaid may (subject to the terms of the Senior Facilities Agreement) be reborrowed.

Subject to certain exceptions and/or thresholds, mandatory prepayments of amounts


outstanding under the Senior Facilities are required to be made upon the disposal of certain
categories of assets, recovery of insurance claim proceeds or a flotation (which does not
cause a change of control of the Company).

A change of control of the Company will trigger a 30-day consultation period with the
lenders under the Senior Facilities Agreement. At the end of such consultation period, each
lender who does not wish to continue being a lender under the Senior Facilities Agreement
may request prepayment of all amounts owed to it. Any lender who makes such a request
must be prepaid within five business days and all of such lender’s commitments will be
cancelled. The Senior Facilities will be automatically cancelled and be immediately repayable
upon a sale of all or substantially all of the assets of the Group to a third party.

A “change of control” for these purposes means the Investors (being the Principals
and any Related Party, each as defined in the Senior Facilities Agreement) ceasing to directly
or indirectly (a) have the power to (i) cast, or control the casting of, at least 50.01% of the
votes that may be cast in a general meeting of the Company; (ii) appoint or remove all, or
the majority of the directors or equivalent officers of the Company; or (iii) give directions

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with respect to the operating and financial policies of the Company with which the directors
or equivalent officers are obliged to comply; or (b) hold beneficially at least 50.01% of the
issued share capital of the Company with voting rights.

Events of default

The Senior Facilities Agreement contains events of default customary for financings
of this nature (with customary and agreed thresholds and carve-outs), the occurrence of
any of which will allow the lenders under the Senior Facilities Agreement to cancel available
commitments under the Senior Facilities, declare all amounts owed under the Senior
Facilities Agreement to be due upon demand and/or demand immediate repayment of all
amounts owed under the Senior Facilities Agreement.

ESG Considerations

In March 2021, Vigeo Eiris (“VE”) drafted an opinion regarding the integration of
sustainability factors to the Company’s Revolving Credit Facility, in particular focusing on
two factors: greenhouse gas emissions, and work accidents and occupational diseases.
Specifically, the opinion discussed how these two factors could influence the margin on the
Revolving Credit Facility. The goals set by the selected key performance indicators (“KPIs”)
to be linked to the applicable credit margin (if both KPIs are achieved there is a bonus of 5
basis points and if none of them are met, there is a penalty of 5 basis points) were: (i) the
decrease of greenhouse emissions of 5% by 2025, and (ii) the decrease in work accidents
and occupational diseases by 46% by 2025.

VE combined data from public sources, their exclusive ESG ratings database and
information provided by the Company itself to compile its report. Specifically, VE came to
the following conclusions:

• The Company used best practices (the highest possible rating) in aligning with
sustainability-linked loan principles.
• For example, the Company formalized five underlying commitments to ESGin their
2018 Sustainability Master Plan, two of which were directly related to the above KPIs
(environmental commitment, and well-being, health and safety of people
commitment).
• The targets set for the selected KPIs are aligned with the Company’s general business
practices.
• For example, the Company reduced its greenhouse gas emissions by 14% between
2018 and 2019, placing its 5% reduction forecast within easy reach.
• The Company’s reporting practices regarding the two relevant KPIs are aligned with
their predicted goals.

The two KPIs are internally controlled through the Company’s audits.

In 2022 the company has met both KPIs so Antolin will get a bonus of 5 basis points
in the Revolving Credit Facility cost for a 12 month period.

European Investment Bank Facility

The Company has also entered into (i) a bilateral finance contract with the
European Investment Bank dated June 12, 2018, as amended and restated on July
29, 2020, and on March 23, 2023, regarding a euro term loan facility of €100 million
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with an amortizing repayment profile and a fixed interest rate of 2.025% (applicable
as from the interest period ending on the Payment Date of 30 November 2023, the
“Fixed Rate” 2.245 % if NFD/EBITDA for covenant purposes < 2.5x or 2.945% if
NFD/EBITDA for covenant purposes is ≥ 2.5x & < 3.5x), (“EIB Facility”) and (ii) a
further finance contract with the European Investment Bank dated December 23,
2020, and on March 23, 2023, regarding a further euro termloan facility facility of
€40 million with an amortizing repayment profile and a and a fixed interest rate of
1.687% (applicable as from the interest period ending on the Payment Date of 31
January 2024, the “Fixed Rate” 1.407% if NFD/EBITDA for covenant purposes < 2.5x
or 2.107% if NFD/EBITDA for covenant purposes is ≥ 2.5x & < 3.5x), (“EIB
Incremental Facility”, together with the EIB Facility, the “EIB Facilities”). The EIB
Facility and the EIB Incremental Facility, insofar as obligations thereunder are
outstanding, constitute Senior Secured Debt under the Intercreditor Agreement and
are otherwise governed by terms substantially similar as those set forth in the Senior
Facilities Agreement.

Intercreditor Agreement

The Company (including, in its capacity as the issuer), the SFA Guarantors, the
trustee in respect of the 2026 Notes, the trustee in respect of the 2028 Notes, the Agent,
the Security Agent, the lenders under the Senior Facilities Agreement, the EIB and certain
other parties have entered into the Intercreditor Agreement to establish the relative rights
of certain of the Group’s creditors including creditors under the Senior Facilities Agreement,
the indenture governing our 2026 Notes, the indenture governing our 2028 Notes and any
Additional Senior Financings (as defined in the Intercreditor Agreement).

The Intercreditor Agreement sets out:

• the ranking of the indebtedness under the Senior Facilities Agreement, the 2026
Notes, the 2028 Notes and any Additional Senior Financing (together the “Senior
Secured Debt” and the creditors to whom the Senior Secured Debt is owed being the
“Senior Secured Creditors”);
• the ranking of the security created pursuant to the Transaction Security (as defined
in the Intercreditor Agreement);
• the procedure for enforcement of the Transaction Security and any guarantees
granted in favour of the Senior Secured Creditors and the allocation of proceeds
resulting from such enforcement;
• the types of disposals permitted under distressed scenarios and the Security Agent’s
authority to release the Transaction Security and all obligations of the group owed to
the Senior Secured Creditors in case of a distressed disposal;
• the terms pursuant to which intra-Group debt and certain debt owed to equity
investors (“Equity Investor Liabilities”) will be subordinated; and
• turnover provisions.

The following description is a summary of certain provisions contained in the


Intercreditor Agreement. It does not restate the Intercreditor Agreement in its entirety.

Priority of debts

The Intercreditor Agreement provides that all liabilities owed under the Senior
Facilities Agreement, the 2026 Notes, the 2028 Notes, the Additional Senior Financing

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(including in each case, any liabilities owed pursuant to any guarantees given in respect of
such debt) will rank pari passu and without any preference between them and in priority to
any intra-Group debt and Equity Investor Liabilities.

Ranking of security

The Intercreditor Agreement provides that the Transaction Security shall rank and
secure the Senior Secured Debt as follows:

(a) first, security created pursuant to the First Share Pledge and Second Share
Pledge which security secure the Senior Facility Liabilities and the Senior
Secured Notes Liabilities (each term, as defined in the Intercreditor
Agreement) pari passu and without any preference between them; and

(b) second, security created pursuant to the First Share Pledges, the Second Share
Pledges and any security created pursuant to share pledges granted in favour
of lenders of ancillary facilities entered into under the Senior Facilities
Agreement after the original date of the First Share Pledges and the Second
Share Pledges (each such facility a “Subsequent Ancillary Facility”) in the order
of priority in which they are entered into in respect of any Additional Senior
Financing Liabilities (as defined in the Intercreditor Agreement) and any
Subsequent Ancillary Facility.

Notwithstanding the order of ranking set out above, the date of execution or order
the Transaction Security documents are entered into, or the ranking under applicable law,
it is agreed that the Transaction Security shall rank and secure the Senior Secured Debt
pari passu without preference between the different categories of Senior Secured Debt.

Enforcement and application of proceeds

The Intercreditor Agreement sets forth procedures for enforcement of the Transaction
Security. Subject to the Transaction Security having become enforceable, Senior Secured
Creditors whose Senior Credit Participations aggregate more than 50% of the total Senior
Credit Participations (the “Instructing Group”) are entitled to direct the Security Agent to
enforce or refrain from enforcing the Transaction Security, as they see fit. The Security
Agent may refrain from enforcing the Transaction Security unless otherwise instructed by
the Instructing Group. For these purposes, “Senior Credit Participations” means at any
time in relation to a Senior Secured Creditor, the aggregate amount owed to such Senior
Secured Creditor.

The proceeds of enforcement of the Transaction Security or any guarantees granted


in respect of the Senior Secured Debt and all other amounts paid to the Security Agent
under the Intercreditor Agreement shall be applied in the following order:

• first, in payment on a pari passu and pro rata basis any sums (including fees, costs,
expenses and liabilities) owing to (i) the Security Agent or any receiver, delegate,
attorney or agent appointed under the Transaction Security documents or the
Intercreditor Agreement; (ii) the Agent or any creditor representative in its capacity
as such in respect of any Additional Senior Financing; (iii) the trustee in respect of
the 2026 Notes; and (iv) the trustee in respect of the 2028 Notes;
• second, on a pari passu and pro rata basis to the (i) Agent on its own behalf and on
behalf of the creditors under the Senior Facilities Agreement; (ii) the trustee on its
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own behalf and on behalf of the noteholders of the 2026 Notes; (iii) the trustee on
its own behalf and on behalf of the noteholders of the 2028 Notes; and (iv) any
creditor representative in respect of an Additional Senior Financing on its own behalf
and on behalf of the creditors under such Additional Senior Financing, for application
towards the discharge of amounts owed under the Senior Facilities Agreement (in
accordance with the terms thereof), and any Additional Senior Financing (on a pro
rata basis);
• third, if none of the debtors is under any further actual or contingent liability under
any of the Senior Secured Debt documents, in payment to any person the Security
Agent is obliged to pay in priority to any debtor; and
• fourth, in payment or distribution to the relevant debtors.

Distressed disposals

A “Distressed Disposal” means a disposal effected (i) by way of enforcement of the


Transaction Security; (ii) at the request of the Instructing Group in circumstances where
the Transaction Security has become enforceable; or (iii) by HoldCo (in the case of a
disposal of the secured shares) or a debtor to a third party (not being a member of the
Group) after any of the Senior Secured Debt has been accelerated.

If to the extent permitted by applicable law a Distressed Disposal is being effected or


the shares of the Company are being appropriated by the Security Agent, the Security Agent
is authorized (without the requirement to obtain any further consent or authorization from
any Senior Secured Creditor or other relevant party): (i) to release the Transaction Security
or any other claim over any asset subject to the Distressed Disposal or appropriation; and
(ii) if the asset subject to the Distressed Disposal or appropriation is the shares of a Group
company, to release such Group Company and/or its subsidiaries from any liabilities under
borrowings and/or guarantees under the Senior Secured Debt documents, intra-Group debt
documents or documents evidencing Equity Investor Liabilities.

Intra-Group debt

Pursuant to the Intercreditor Agreement, the Company and its subsidiaries party
thereto that are creditors in respect of intra-Group debt over a certain threshold have
agreed to subordinate intra-Group debt to the Senior Secured Debt.

Neither the Company nor any of its subsidiaries that are creditors in respect of
intra-Group debt may accept the benefit of any security, guarantee, indemnity or other
assurance against loss in respect of intra-Group debt unless such action is permitted under
the Senior Secured Debt documents. Neither the Company nor any other subsidiary may
make any payment, prepayment, repayment or otherwise acquire or discharge any
intra-Group debt if acceleration action has been taken in respect of any of the Senior
Secured Debt unless the Instructing Group consent or such action is undertaken to facilitate
repayment or prepayment of the Senior Secured Debt.

Equity Investor Liabilities

Pursuant to the Intercreditor Agreement, the Company and future equity investors
party thereto have agreed to subordinate the Equity Investor Liabilities to the Senior
Secured Debt. The Company and other debtors may make payments in respect of the Equity
Investor Liabilities provided that such payments are permitted under the terms of the Senior

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Secured Debt documents and the documents evidencing the Equity Investor Liabilities. No
equity investor may accept the benefit of any security, guarantee, indemnity or other
assurance against loss in respect of Equity Investor Liabilities prior to the first date on which
all of the Senior Secured Debt has been discharged.

Turnover

Subject to certain exceptions, if any creditor party to the Intercreditor Agreement


(including the Agent, Security Agent, Trustee, the trustee of the 2026 Notes, the trustee of
the 2028 Notes, Senior Secured Creditors, creditors in respect of intra-Group debt and
creditors in respect of Equity Investor Liabilities) receives or recovers a payment (whether
by way of direct payment, set-off or otherwise) except as permitted pursuant to the terms
of the Intercreditor Agreement, such creditor shall hold such payment in trust for the
Security Agent and promptly pay over such amounts to the Security Agent for application
in accordance with the provision described above under “Enforcement and application of
proceeds”.

2026 Notes

Overview

On April 27, 2018, the Company issued €250.0 million aggregate principal amount of
its 3.375% senior secured notes due 2026 (the “2026 Notes”). The 2026 Notes are
admitted to the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market.

Interest Rate

The 2026 Notes accrue interest at a rate of 3.375% per annum and mature on April
30, 2026. Interest is payable in cash semi-annually on April 30 and October 31 of each
year, commencing October 31, 2018.

Prepayments and redemptions

At any time prior to April 30, 2021, the Company may redeem all or part of the 2026
Notes at a redemption price equal to 100% of the principal amount of the 2026 Notes
redeemed plus a “make whole” premium, plus accrued and unpaid interest and additional
amounts, if any.

At any time on or after April 30, 2021, the Company may redeem all or part of the
2026 Notes at a redemption price (expressed as percentages of principal amount), plus
accrued and unpaid interest and additional amounts, if any, at the redemption date. The
redemption prices are 101.688%, 100.844% and 100.000%, for years 2021, 2022 and
2023 and thereafter, respectively.

At any time prior to April 30, 2021, the Company may redeem up to 40% of the
aggregate principal amount of the 2026 Notes with the net cash proceeds from certain
equity offerings at a redemption price equal to 103.375% of their principal amount, plus
accrued and unpaid interest and additional amounts, if any, to the redemption date provided
that at least 60% of the aggregate principal amount of the notes remains outstanding after
the redemption.

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The Company may also redeem the 2026 Notes in whole, but not in part, at any time,
if changes in tax laws would require the Company to pay additional amounts on the 2026
Notes. If the Company decides to do this, it must pay holders of the 2026 Notes a price
equal to the principal amount of the notes plus interest and certain other amounts.

If the Company experiences specific kinds of changes in control, it may be required


to offer to repurchase the 2026 Notes at a redemption price equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest and additional amounts, if any.

Guarantee

The 2026 Notes are guaranteed jointly and severally, on a senior secured basis by
each of the Guarantors and the Company. If the Company cannot make payments on the
2026 Notes when they are due, the Guarantors must make them instead. The laws of certain
jurisdictions may limit enforceability of certain guarantees and of the rights to the collateral
supporting such guarantees.

Certain covenants and Events of Default

The indenture governing our 2026 Notes contains a number of covenants that, among
other things, restricts, subject to certain exceptions, our ability to:

• incur additional indebtedness


• create liens;
• pay dividends, redeem capital stock or make certain other restricted payments or
investments;
• enter into agreements that restrict dividends from restricted subsidiaries;
• sell assets, including capital stock of restricted subsidiaries;
• engage in transactions with affiliates; and
• effect a consolidation or merger.

2028 Notes

Overview

On June 15, 2021, the Company issued €390.0 million aggregate principal amount of
its 3.50% senior secured notes due 2028 (the “2028 Notes”). The 2028 Notes are admitted
to the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market.

Interest Rate

The 2028 Notes accrue interest at a rate of 3.50% per annum and mature on April
30, 2028. Interest is payable in cash semi-annually on April 30 and October 31 of each
year, commencing October 31, 2021.

Prepayments and redemptions

At any time prior to April 30, 2024, the Company may redeem all or part of the 2028
Notes at a redemption price equal to 100% of the principal amount of the 2028 Notes
redeemed plus a “make whole” premium, plus accrued and unpaid interest and additional
amounts, if any.

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At any time on or after April 30, 2021, the Company may redeem all or part of the
2028 Notes at a redemption price (expressed as percentages of principal amount), plus
accrued and unpaid interest and additional amounts, if any, at the redemption date. The
redemption prices are 101.750%, 100.875% and 100.000%, for years 2024, 2025 and
2026 and thereafter, respectively.

At any time prior to April 30, 2024, the Company may redeem up to 40% of the
aggregate principal amount of the 2024 Notes with the net cash proceeds from certain
equity offerings at a redemption price equal to 103.50% of their principal amount, plus
accrued and unpaid interest and additional amounts, if any, to the redemption date provided
that at least 60% of the aggregate principal amount of the notes remains outstanding after
the redemption.

The Company may also redeem the 2028 Notes in whole, but not in part, at any time,
if changes in tax laws would require the Company to pay additional amounts on the 2028
Notes. If the Company decides to do this, it must pay holders of the 2028 Notes a price
equal to the principal amount of the notes plus interest and certain other amounts.

If the Company experiences specific kinds of changes in control, it may be required


to offer to repurchase the 2028 Notes at a redemption price equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest and additional amounts, if any.

Guarantee

The 2028 Notes are guaranteed jointly and severally, on a senior secured basis by
each of the Guarantors and the Company. If the Company cannot make payments on the
2028 Notes when they are due, the Guarantors must make them instead. The laws of certain
jurisdictions may limit enforceability of certain guarantees and of the rights to the collateral
supporting such guarantees.

Certain covenants and Events of Default

The indenture governing our 2028 Notes contains a number of covenants that, among
other things, restricts, subject to certain exceptions, our ability to:

• incur additional indebtedness


• create liens;
• pay dividends, redeem capital stock or make certain other restricted payments or
investments;
• enter into agreements that restrict dividends from restricted subsidiaries;
• sell assets, including capital stock of restricted subsidiaries;
• engage in transactions with affiliates; and
• effect a consolidation or merger.

These covenants are subject to a number of important qualifications and exceptions


and will be suspended with respect to the 2026 Notes if and when, and for so long as, the
2026 Notes are rated investment grade.

In addition, the indenture governing our 2026 Notes imposes certain requirements
as to future subsidiary guarantors. The indenture governing our 2026 Notes also contains
certain customary events of default.

121

Classified as Public
During June and July of 2022, we purchased and cancelled €9.7 million of the 2028
Notes.

Existing Debt Facilities

On a consolidated basis as of December 31, 2022, we had financial debt of € 1.154.1


million. We had bank loans, debentures and other marketable securities in an aggregate
amount of €1,133.1 million outstanding and other financial liabilities in an aggregate
amount of €21.0 million outstanding.

These bank loans, debentures and other marketable securities include (i) €630.3
million of 2026 Notes and 2028 Notes, (ii) €369.6 million of syndicated loans under the
Senior Facility Agreement, (iii) €118.6 million under the EIB Facility, (iv) €9.4 million of
loan granted by COFIDES, (v) €7.8 million from State Aid Loans in Spain (€6.7 million), and
Portugal (€1.2 million), (vi) €4.1 million in drawn credit lines (pending payments related to
factoring), (vii) €0.2 million of lease agreements and (viii) €4.1 million in accrued interest,
and (xix) less the financial re-measurement of €11.7 million.

Other financial liabilities include mainly (i) €11.2 million in soft loans (which include
€9.0 million of non-interest bearing soft loans), and (ii) €9.3 million corresponding to the
payable balance of the long term loan held by the JV Iramec granted Kuster and
International Door Company.

Soft loans (which could either be interest bearing soft loans and non-interest bearing
soft loans) consist of (i) sixteen soft loans for an aggregate of €5.2 million granted by CDTI
(Centro para el Desarrollo Tecnologico Industrial) and (ii) an aggregate of €8.8 million of
state subsidies granted by Spanish and Portuguese Ministries.

The soft loans granted by CDTI, which include €2.8 million of non-interest bearing
soft loans, are provided to Grupo Antolin Ingenieria, S.A.U., Grupo Antolin Aragusa, S.A.U.,
Keyland Sistemas de Gestión and Grupo Antolin Irausa, S.A.U. must be repaid in ten
instalments, falling due between 2021 and 2031, inclusive of a grace period of 2 years.
They contain certain restrictive covenants like negative covenants or limitations on
guarantees.

A number of the Company’s subsidiaries have been granted state subsidies. These
subsidies have been granted by resolutions of Spanish and Portuguese Ministries. The legal
framework of the subsidies is comprised of state level general plans, designed to encourage
and develop technological investigation and innovation activities in certain fields, including
the automotive industry. These general plans are then executed by the Spanish and
Portuguese ministries through executive orders, creating programs and sub programs that
specify and set the total amounts and conditions by which the subsidies are being granted
to companies. As part of such subsidies, loans and other forms of financial support have
been awarded to the companies of the Group on the basis, and subject to compliance with,
certain specified obligations, among others, compliance with the objectives of the subsidy
program or special corporate and financial information requirements. As of December 31,
2022, we have €11.2 million outstanding in soft loans with the Spanish and Portuguese
Ministries relating to certain public innovation plans in Spain and Portugal. These include
€9.0 million of non-interest-bearing soft loans.

122

Classified as Public
GRUPO ANTOLIN-IRAUSA, S.A.U. AND SUBSIDIARIES –
AUDITOR’S REPORT

123

Classified as Public
Auditor’s Report on
Grupo Antolin-Irausa,
S.A.U. and subsidiaries
(Together with the consolidated annual accounts
and consolidated directors’ report of Grupo
Antolin-Irausa, S.A.U. and subsidiaries for the
year ended 31 December 2022)

(Translation from the original in Spanish. In the event of


discrepancy, the Spanish-language version prevails.)
KPMG Auditores, S.L.
P.º de la Castellana, 259C
28046 Madrid

Independent Auditor's Report on the


Consolidated Annual Accounts

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

To the Sole Shareholder of Grupo Antolin-Irausa, S.A.U.

REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS

Opinion __________________________________________________________________
We have audited the consolidated annual accounts of Grupo Antolin-Irausa, S.A.U. (the “Parent”)
and subsidiaries (together the “Group”), which comprise the consolidated balance sheet at 31
December 2022, and the consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, and consolidated notes.
In our opinion, the accompanying consolidated annual accounts give a true and fair view, in all
material respects, of the consolidated equity and consolidated financial position of the Group at 31
December 2022 and of its consolidated financial performance and its consolidated cash flows for the
year then ended in accordance with International Financial Reporting Standards as adopted by the
European Union (IFRS-EU) and other provisions of the financial reporting framework applicable in
Spain.

Basis for Opinion _________________________________________________________


We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in
Spain. Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Consolidated Annual Accounts section of our report.
We are independent of the Group in accordance with the ethical requirements, including those
regarding independence, that are relevant to our audit of the consolidated annual accounts pursuant
to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit
services, nor have any situations or circumstances arisen which, under the aforementioned
regulations, have affected the required independence such that this has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

KPMG Auditores S.L., a limited liability Spanish company and a member firm of the On the Spanish Official Register of Auditors (“ROAC”) with No. S0702, and the
KPMG global organisation of independent member firms affiliated with KPMG Spanish Institute of Registered Auditors’ list of companies with No. 10.
International Limited, a private English company limited by guarantee. All rights Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9
reserved. N.I.F. B-78510153
Paseo de la Castellana, 259C 28046 Madrid
2
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Key Audit Matters ________________________________________________________


Key audit matters are those matters that, in our professional judgement, were of most significance
in the audit of the consolidated annual accounts of the current period. These matters were
addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.

Recoverable amount of non-current assets


See notes 7 and 8 to the consolidated annual accounts

Key audit matter How the matter was addressed in our audit

At 31 December 2022 the Group has intangible Our audit procedures included the following:
assets with a carrying amount of Euros 319,006 - Assessing the design and implementation of the
thousand, property, plant and equipment with a key controls related to the process of estimating
carrying amount of Euros 644,204 thousand and the recoverable amount of goodwill and other
goodwill with a carrying amount of Euros 90,206 non-current assets.
thousand allocated to the pertinent cash-generating
- Assessing the criteria used by the Directors and
units. At 31 December 2022 impairment of Euros
Group management when identifying indications
138,042 thousand has been recognised on intangible
of impairment of property, plant and equipment
assets and Euros 62,683 on property, plant and
and intangible assets other than goodwill.
equipment, of which Euros 85,025 thousand and
Euros 59,547 thousand, respectively, were - Evaluating the methodology and assumptions
recognised in 2022. used by management and the Directors to
estimate the recoverable amount applying the
The Group calculates the recoverable amount of
discounted cash flow method at cash-generating
goodwill annually and tests property, plant and
unit level, with the involvement of our valuation
equipment and intangible assets for indications of
specialists.
impairment, for the purposes of determining their
recoverable amount. - Comparing the cash flow forecasts estimated in
prior years with the actual cash flows obtained.
The Group has calculated the recoverable amount of
goodwill, intangible assets and property, plant and - Contrasting the information contained in the
equipment for which it has identified indications of model used to calculate the recoverable amount
impairment by applying valuation techniques that with the Group's business plans approved by
require the exercising of judgement and the use of management.
assumptions by management and the Directors. - Analysing the sensitivity of the estimated
Due to the high level of judgement and the recoverable amount to changes in the relevant
uncertainty associated with these assessments and assumptions and judgements, such as the
estimates, and the significance of the carrying discount rate and the expected future growth
amounts involved, their measurement has been rate used to estimate future cash flows.
considered a key audit matter. We also assessed whether the disclosures in the
consolidated annual accounts meet the requirements
of the financial reporting framework applicable to the
Group.
3
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Capitalisation of development expenses


See note 7 to the consolidated annual accounts

Key audit matter How the matter was addressed in our audit

In 2022 the Group capitalised development Our audit procedures included the following:
expenses amounting to Euros 84,786 thousand and
at 31 December 2022 the Group has capitalised total - Evaluating the design and implementation of the
development expenses of Euros 265,124 thousand key controls related to the process of
under other intangible assets. recognising development expenses and
identifying, where applicable, the expenses that
The capitalisation of development expenses requires
qualify for capitalisation.
an analysis of compliance with the requirements laid
down in the financial reporting framework. - Performing tests of detail for a sample of
If there are reasonable doubts as to the technical capitalised development expenses, corroborating
success or economic-financial feasibility of the the amounts capitalised and analysing the
projects, the amounts recognised as assets should supporting documentation prepared by
be taken directly to the consolidated income management and which substantiates the
statement, and therefore there is a risk that the technical success and economic-financial
capitalised costs would not meet the criteria set feasibility of the projects, assessing the
forth in the financial reporting framework for their reasonableness of the main assumptions
capitalisation. considered.
Due to the judgement associated with the foregoing We also assessed whether the disclosures in the
assessments and estimates, and the significance of consolidated annual accounts meet the reporting
the carrying amounts involved, capitalisation of such requirements of the financial reporting framework
costs as development expenses has been applicable to the Group.
considered a key audit matter.

Other Information: Consolidated Directors’ Report __________________________


Other information solely comprises the 2022 consolidated directors' report, the preparation of which
is the responsibility of the Parent's Directors and which does not form an integral part of the
consolidated annual accounts.
Our audit opinion on the consolidated annual accounts does not encompass the consolidated
directors' report. Our responsibility regarding the information contained in the consolidated directors’
report is defined in the legislation regulating the audit of accounts, as follows:
a) Determine, solely, whether the consolidated non-financial information statement has been
provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.
b) Assess and report on the consistency of the rest of the information included in the consolidated
directors’ report with the consolidated annual accounts, based on knowledge of the Group
obtained during the audit of the aforementioned consolidated annual accounts. Also, assess and
report on whether the content and presentation of this part of the consolidated directors’ report
are in accordance with applicable legislation. If, based on the work we have performed, we
conclude that there are material misstatements, we are required to report them.
4
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Based on the work carried out, as described above, we have observed that the information
mentioned in section a) above has been provided in the manner stipulated in the applicable
legislation, that the rest of the information contained in the consolidated directors’ report is
consistent with that disclosed in the consolidated annual accounts for 2022, and that the content
and presentation of the report are in accordance with applicable legislation.

Directors' and Audit Committee's Responsibility for the Consolidated Annual


Accounts_________________________________________________________________
The Parent's Directors are responsible for the preparation of the accompanying consolidated annual
accounts in such a way that they give a true and fair view of the consolidated equity, consolidated
financial position and consolidated financial performance of the Group in accordance with IFRS-EU
and other provisions of the financial reporting framework applicable to the Group in Spain, and for
such internal control as they determine is necessary to enable the preparation of consolidated annual
accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated annual accounts, the Parent's Directors are 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 Directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the preparation and presentation of the
consolidated annual accounts.

Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts _


Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with prevailing legislation regulating the audit of accounts in Spain 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 annual accounts.
As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain,
we exercise professional judgement and maintain professional scepticism throughout the audit. We
also:

– Identify and assess the risks of material misstatement of the consolidated annual accounts,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

– Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group's internal control.
5
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Parent's Directors.

– Conclude on the appropriateness of the Parent's Directors' use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group's ability 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 consolidated annual accounts or,
if such disclosures are inadequate, to modify our opinion. 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 the Group to cease to continue as a going concern.

– Evaluate the overall presentation, structure and content of the consolidated annual accounts,
including the disclosures, and whether the consolidated annual accounts represent the
underlying transactions and events in a manner that achieves a true and fair view.

– Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated annual accounts.
We are responsible for the direction, supervision and performance of the Group audit. We
remain solely responsible for our audit opinion.
We communicate with the audit committee of the Parent 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.
We also provide the Parent's audit committee with a statement that we have complied with the
applicable ethical requirements, including those regarding independence, and to communicate with
them all matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated to the audit committee of Grupo Antolin-Irausa, S.A.U., we
determine those that were of most significance in the audit of the consolidated annual accounts of
the current period and which are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter.
6
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Additional Report to the Audit Committee of the Parent ____________________


The opinion expressed in this report is consistent with our additional report to the audit committee
of Grupo Antolin-Irausa, S.A.U. dated 25 April 2023.

Contract Period __________________________________________________________


We were appointed as auditor of the Group by the sole shareholder on 20 July 2021 for a period of
three years, beginning the year ended 31 December 2021.

KPMG Auditores, S.L.


On the Spanish Official Register of

(Signed on original in Spanish)

Miguel Ángel Faura Borruey


On the Spanish Official Register of Auditors (“ROAC”) with No. 20429
25 April 2023
Grupo Antolin-Irausa, S.A.U. and
Subsidiaries

Consolidated Financial Statements for the year


ended 31 December 2022, together with
Consolidated Directors’ Report for 2022
-1-

GRUPO ANTOLIN-IRAUSA, S.A.U. AND SUBSIDIARIES


CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

INDEX

Page

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 1


CONSOLIDATED INCOME STATEMENT 3
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 5
CONSOLIDATED STATEMENT OF CASH FLOWS 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:
1. Description of the Group 7
Parent and Group activities 7
Subsidiary companies 8
Associates and joint ventures 13
Joint operations 15
2. Basis of presentation of the consolidated annual financial statements
and consolidation standards 16
a) True and fair view 16
b) Adopting new standards and interpretations issued 16
c) Functional currency 18
d) Comparative information 18
e) Responsibility for the information provided and estimates made 18
f) Consolidation standards 19
g) Changes in the scope of consolidation 25
3. Accounting principles, policies and measurement criteria 27
a) Going-concern principle 27
b) Goodwill 27
c) Other intangible assets 28
d) Property, plant and equipment 29
e) Investment property 31
f) Accounting for leasing operations 31
g) Non-current assets held for sale 32
h) Inventories 33
i) Financial instruments 33
j) Balances and transactions denominated in foreign currencies 40
k) Provisions and contingencies 40
l) Termination benefits 40
m) Pension commitments 41
n) Corporate income tax 41
o) Recognition of income and expense 42
p) Classification of assets and liabilities as current 44
q) Discontinued operations 44
r) Consolidated statement of cash flows 45
4. Allocation of the Parent's profit or loss 47
5. Business combinations 47
6. Information by segment 47

Grupo Antolin-Irausa, S.A.U. - Ins. R. M. Burgos, T 182, L 102, Secc. 3ª, F 135, H 1960, Insc. 1ª - CIF ES-A-09092305
Ctra. Madrid-Irún, Km. 244,8 - E09007 BURGOS - Apdo. 2069 - ESPAÑA - Tel: 34 - 947 47 77 00
-2-

Page

7. Intangible assets 51
Goodwill 51
Other intangible assets 52
8. Property, plant and equipment and right-of-use assets 54
9. Non-current financial assets and other current financial assets 59
10. Inventories 59
11. Other receivables 60
12. Cash and cash equivalents 60
13. Equity 61
Share capital 61
Additional paid-in capital 61
Other reserves of the Parent 61
Distribution of dividends 62
Capital management 62
Contribution of the consolidated companies to the Group's reserves
and translation differences 63
Contribution of the consolidated companies to profit and loss
for 2022 and 2021 attributable to the Parent 65
Valuation adjustments 66
Non-controlling interests 67
14. Earnings per share 69
Basic earnings per share 69
Diluted earnings/(loss) per share 69
15. Grants 70
16. Current and non-current provisions 70
17. Bank loans, debentures and other marketable securities 72
18. Right-of-use liabilities and other financial liabilities 78
19. Public Administrations and taxation 79
20. Revenues and expenses 84
Net turnover 84
Other operating revenue 85
Supplies 85
Staff costs 85
Average number of employees 86
Functional analysis by gender 86
Other operating expenses 87
21. Balances and transactions with related parties 87
22. Information regarding Parent's Directors and the Group's Core Personnel 88
23. Risk management policy 89
24. Other information 93
Guarantees given to third parties and other contingent liabilities 93
Other current liabilities 93
Fees paid to the auditors 93
Disclosure on the average payment period to suppliers in Spain 93
Environmental information 94
25. Discontinued operations 95
26. Events after the reporting period 96
27. Explanation added for translation to English 96
CONSOLIDATED DIRECTORS' REPORT FOR 2022 97
(of which the separate Consolidated Non-Financial Information Statement forms part)

Grupo Antolin-Irausa, S.A.U. - Ins. R. M. Burgos, T 182, L 102, Secc. 3ª, F 135, H 1960, Insc. 1ª - CIF ES-A-09092305
Ctra. Madrid-Irún, Km. 244,8 - E09007 BURGOS - Apdo. 2069 - ESPAÑA - Tel: 34 - 947 47 77 00
-1-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

GRU PO A N T O LI N -I RA U SA , S.A .U .
A N D SU BSI D I A RI ES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2022


(Thousands of Euros)

A SSET S 31/12/2022 31/12/2021

N O N -C U RREN T A SSET S:
I nt angibl e asset s ( N ot e 7) - 409,212 471,645
Goodwil l 90,206 90,046
Devel opment expenses 265,124 340,119
Computer software 17,625 14,616
Other intangibl e assets 36,257 26,864
Pr oper t y, pl ant and equipm ent ( N ot e 8) - 644,204 726,456
Land and buil dings 173,069 164,301
Technical pl ant, machinery and other PP&E 403,616 492,911
PP&E under construction and prepayments 67,519 69,244
Right -of-use asset s ( N ot e 8) 230,137 264,182
I nvest m ent pr oper t y 584 2,082
I nvest m ent s in com panies account ed for using
t he equit y m et hod ( N ot e 1) 35,586 32,420
N on-cur r ent financial asset s ( N ot e 9) 7,859 6,551
D efer r ed t ax asset s ( N ot e 19) 99,793 107,624
T ot al non-cur r ent asset s 1,427,375 1,610,960

C U RREN T A SSET S:
N on-cur r ent asset s hel d for sal e ( N ot es 3-g and 25) 16,208 7,064
I nvent or ies ( N ot e 10) 621,449 548,409
T r ade debt or s and ot her r eceivabl es- 748,805 651,352
Customer receivabl es for sal es and services 627,262 546,489
Associate companies (Note 21) 117 159
Other receivabl es (Note 11) 127,143 108,955
Val uation adjustments for impairment (5,717) (4,251)
C ur r ent invest m ent s in G r oup com panies and associat es
(N(Notot
eses
1919andand
21)21) 911 375
O t her cur r ent financial asset s ( N ot e 9) 3,641 4,635
C ash and cash equival ent s ( N ot e 12) 311,182 440,761
T ot al cur r ent asset s 1,702,196 1,652,596
T O T A L A SSET S 3,129,571 3,263,556

Notes 1 to 27 to the consol idated report attached hereto form an integral part of
the consol idated financial statements for the financial year ended 31 December 2022.
-2-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

GRU PO A N T O LI N -I RA U SA , S.A .U .
A N D SU BSI D I A RI ES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2022


(Thousands of Euros)

LI A BI LI T I ES A N D EQ U I T Y 31/12/2022 31/12/2021

EQ U I T Y ( N ot es 13 and 14) :
SH A REH O LD ERS' EQ U I T Y- 391,280 616,349
Shar e capit al 37,469 37,469
A ddit ional paid-in capit al 72,578 72,578
Reser ves- 506,795 590,615
Other reserves of the Parent 340,023 429,686
Reserves in ful l y or proportional l y consol idated companies 149,134 147,086
Reserves in companies accounted for using the equity method 17,638 13,843
Pr ofit /( Loss) at t r ibut abl e t o t he Par ent ( 225,562) ( 84,313)
VA LU A T I O N A D JU ST M EN T S- ( 109,167) ( 141,357)
T r ansl at ion differ ences ( 105,945) ( 135,128)
O t her ( 3,222) ( 6,229)
Equit y at t r ibut abl e t o t he Par ent 282,113 474,992
N O N -C O N T RO LLI N G I N T EREST S ( N ot e 12) 67,015 65,374
T ot al equit y 349,128 540,366

N O N -C U RREN T LI A BI LI T I ES:
G r ant s ( N ot e 15) 5,078 5,545
N on-cur r ent pr ovisions ( N ot e 16) 94,236 99,112
N on-cur r ent financial l iabil it ies- 1,295,034 1,370,418
Bank l oans, debentures and other marketabl e securities (Note 17) 1,087,427 1,134,099
Liabil ities associated with right-of-use assets (Notes 8 and 18) 189,829 216,651
Other financial l iabil ities (Note 18) 17,778 19,668
D efer r ed t ax l iabil it ies ( N ot e 19) 40,443 65,807
T ot al non-cur r ent l iabil it ies 1,434,791 1,540,882

C U RREN T LI A BI LI T I ES:
O t her l iabil it ies associat ed wit h non-cur r ent asset s cl assified
as hel d for sal e ( N ot e 3-g) 3,793 -
C ur r ent pr ovisions ( N ot e 16) 46,677 24,982
C ur r ent financial l iabil it ies- 109,565 104,163
Bank l oans, debentures and other marketabl e securities (Note 17) 45,813 37,677
Liabil ities associated with right-of-use assets (Notes 8 and 18) 60,779 62,162
Other financial l iabil ities (Note 18) 2,973 4,324
C ur r ent payabl es t o G r oup com panies and associat es
( N ot es 19 and 21) 6 -
T r ade and ot her payabl es- 1,049,583 918,506
Suppl iers, creditors and other payabl es 994,315 865,187
Suppl iers, Group companies and associates (Note 21) 50 995
Current tax l iabil ities (Note 19) 14,415 5,527
Other payabl e to Publ ic Administrations (Note 19) 40,803 46,797
O t her cur r ent l iabil it ies ( N ot e 24) 136,028 134,657
T ot al cur r ent l iabil it ies 1,345,652 1,182,308
T O T A L LI A BI LI T I ES A N D EQ U I T Y 3,129,571 3,263,556

Notes 1 to 27 to the consol idated report attached hereto form an integral part of
the consol idated financial statements for the financial year ended 31 December 2022.
-3-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

GRU PO A N T O LI N -I RA U SA , S.A .U .
A N D SU BSI D I A RI ES

CON SOLIDATED IN COME STATEMEN T

FOR THE YEAR EN DED 31 DECEMBER 2022

(Thousands of Euros)

Year 2022 Year 2021

C O N T I N U I N G O PERA T I O N S:
Net turnover (Note 20) 4,450,944 4,055,350
Changes in inventories of finished goods and work in progress 8,527 3,680
Capital grants and other grants taken to income (Note 15) 939 880
Other operating revenue (Note 20) 157,306 124,892
Suppl ies (Note 20) (2,976,166) (2,668,000)
Staff costs (Note 20) (876,954) (828,522)
Depreciation and amortisation charge (280,907) (279,933)
Variation in provisions for operating al l owances (824) (22)
Other operating expenses (Note 20) (561,481) (498,203)
Less-W ork performed by the Group on its assets 94,991 91,792

PRO FI T /( LO SS) FRO M O RD I N A RY C O N T I N U I N G O PERA T I O N S 16,375 1,914

Gains or l osses on the l oss of control of consol idated equity interests (Note 2-g) (324) -
Net impairment l osses on non-current assets (Notes 7 and 8) (151,608) (19,708)
Gains or l osses on disposal s of non-current assets (Notes 7 and 8) (1,258) 874
Profit of companies accounted for using the equity method (Note 1) 1,415 2,357

O PERA T I N G PRO FI T /( LO SS) FRO M C O N T I N U I N G O PERA T I O N S ( 135,400) ( 14,563)

Finance income 4,431 1,008


Finance expenses (51,908) (51,586)
Exchange differences 8,627 3,823

FI N A N C I A L PRO FI T /( LO SS) ( 38,850) ( 46,755)

PRO FI T /( LO SS) BEFO RE T A X ES ( 174,250) ( 61,318)

Corporate income tax (Note 19) (10,753) (8,470)

PRO FI T /( LO SS) FO R T H E YEA R FRO M C O N T I N U I N G O PERA T I O N S ( 185,003) ( 69,788)

Profit/(l oss) for the year from discontinued operations, net of taxes (Note 25) (25,985) -

C O N SO LI D A T ED PRO FI T /( LO SS) FO R T H E YEA R ( 210,988) ( 69,788)

Pr ofit at t r ibut abl e t o non-cont r ol l ing int er est s ( N ot e 13) 14,574 14,525
Pr ofit /( Loss) at t r ibut abl e t o t he Par ent ( 225,562) ( 84,313)

Pr ofit /( Loss) per shar e ( N ot e 14) ( Eur os per shar e) -


From continuing operations:
Basic (28.11) (10.51)
Dil uted (28.11) (10.51)

Notes 1 to 27 to the consol idated report attached hereto form an integral part of
the consol idated financial statements for the financial year ended 31 December 2022.
-4-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

GRU PO A N T O LI N -I RA U SA , S.A .U . A N D SU BSI D I A RI ES

CON SOLIDATED STATEMEN T OF COMPREHEN SIVE IN COME

FOR THE YEAR EN DED 31 DECEMBER 2022

(Thousands of Euros)

Y ear 2022 Y ear 2021

C O N SO LI D A T ED PRO FI T ( LO SS) FO R T H E PERI O D ( I ) ( 210,988) ( 69,788)

I t em s t hat ar e not subject t o subsequent t r ansfer t o t he consol idat ed incom e st at em ent -


- For actuarial profit and l oss (Notes 13 and 16) 3,007 1,635

I t em s t hat m ay be subject t o subsequent t r ansfer t o t he consol idat ed incom e st at em ent -


- For transl ation differences (Note 13) 25,864 1,502
- Tax effect (Note 13) - -

T O T A L PRO FI T /( LO SS) A LLO C A T ED D I REC T LY T O C O N SO LI D A T ED EQ U I T Y ( I I ) 28,871 3,137

T O T A L T RA N SFERS T O C O N SO LI D A T ED I N C O ME ST A T EMEN T FO R T H E Y EA R ( I I I ) - -

T O T A L GLO BA L PRO FI T /( LO SS) FO R T H E Y EA R ( I +I I +I I I ) ( 182,117) ( 66,651)


T ot al gl obal pr ofit /( l oss) for t he Par ent ( 193,372) ( 51,647)
T ot al gl obal pr ofit /( l oss) t o non-cont r ol l ing int er est s 11,255 ( 15,004)

Notes 1 to 27 to the consol idated report attached hereto form an integral part of
the consol idated financial statements for the financial year ended 31 December 2022.
GRU PO A N T O LI N -I RA U SA , S.A .U . A N D SU BSI D I A RI ES

CON SOLIDATED STATEMEN T OF CHAN GES IN EQUITY

FOR THE YEAR EN DED 31 DECEMBER 2022

Thousands of Euros
Other Reserves of the Reserves in Reserves in
Parent Ful l y or Companies Val uation Adjustments
Additional Proportional l y Accounted for Profit (Loss) Non-
Share Paid-in Consol idated Using the Attributabl e Transl ation Control l ing Total
Capital Capital Restricted Other Companies Equity Method to the Parent Differences Other Interests Equity

Final bal ance for t he year 2020 37,469 72,578 13,435 555,399 162,096 14,314 (143,945) (188,410) (7,864) 62,518 577,590

Adjustments due to changes in 2020 accounting pol icies - - - - - - - - - - -


Adjustments due to errors in 2020 - - - - - - - - - - -

Bal ance at t he st ar t of year 2021 37,469 72,578 13,435 555,399 162,096 14,314 (143,945) (188,410) (7,864) 62,518 577,590

Gl obal profit/(l oss) for the year - - - - - - (84,313) 53,282 1,635 14,392 (15,004)
Apl ication of consol idated l oss for the year 2020:
-5-

To reserves - - - (127,148) (18,278) 1,481 143,945 - - - -


Contributions from non-control l ing interests, dividends
and other concepts, net (Note 13) - - - (12,000) - - - - - (11,536) (23,536)
Other movements - - - - 3,268 (1,952) - - - - 1,316

Final bal ance for t he year 2021 37,469 72,578 13,435 416,251 147,086 13,843 (84,313) (135,128) (6,229) 65,374 540,366

Adjustments due to changes in 2021 accounting pol icies - - - - - - - - - - -


Adjustments due to errors in 2021 - - - - - - - - - - -

Bal ance at t he st ar t of year 2022 37,469 72,578 13,435 416,251 147,086 13,843 (84,313) (135,128) (6,229) 65,374 540,366

Gl obal profit/(l oss) for the year - - - - - - (225,562) 29,183 3,007 11,255 (182,117)
Apl ication of consol idated l oss for the year 2021:
To Reserves - - - (89,663) 2,993 2,357 84,313 - - - -
Contributions from non-control l ing interests, dividends
and other concepts, net (Note 13) - - - - - - - - - (7,420) (7,420)
(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Acquisition (sal es) of non-control l ing interests


(Notes 1 and 12) - - - - (226) - - - - (2,194) (2,420)
Other movements - - - - (719) 1,438 - - - - 719

Final bal ance for t he year 2022 37,469 72,578 13,435 326,588 149,134 17,638 (225,562) (105,945) (3,222) 67,015 349,128

Notes 1 to 27 to the consol idated report attached hereto form an integral part of
the consol idated financial statements for the financial year ended 31 December 2022.
-6-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

GRU PO A N T O LI N -I RA U SA , S.A .U .
A N D SU BSI D I A RI ES

CON SOLIDATED STATEMEN T OF CASH FLOW S

FOR THE YEAR EN DED 31 DECEMBER 2022


(Thousands of Euros)

Year 2022 Year 2021

1. CASH FLO W S FRO M O PERATIN G ACTIVITIES:


Consol idat ed pr ofit /(l oss) for t he year (befor e t axes) (174,250) (61,318)
Adjust m ent s for :
Depreciation and amortisation charge 280,907 279,847
Endowment/(reversal ) of current provisions, net 36,878 7,472
Endowment/(reversal ) of non-current provisions 7,926 13,468
Capital grants and other grants taken to income (Note 15) (939) (880)
Financial profit/(l oss) 38,850 46,755
Net impairment l oss on non-current assets 151,608 19,708
Profit/(l oss) on disposal s of non-current assets (Notes 7 and 8) 1,258 (874)
Gains or l osses on the l oss of control of consol idated equity interests (Note 2-g) 324 -
Profit/(l oss) of companies accounted for using the equity method (Note 1) (1,415) (2,357)
Pr ofit /(l oss) fr om oper at ions befor e changes in wor king capit al 341,147 301,821
(Increase)/decrease in debtors and other receivabl es (93,508) 97,005
(Increase)/decrease in inventories (77,699) 65,825
Increase/(decrease) in trade and other payabl es 125,143 (54,009)
Increase/(decrease) in other current l iabil ities 1,371 (1,797)
Payments rel ating to provisions (23,341) (27,220)
Exchange differences and other items (33,689) 5,658
Cash gener at ed (used) in t r ansact ions 239,424 387,283
Cor por at e incom e t ax col l ect ed/(paid) (23,428) (13,845)
Tot al net cash fl ows fr om oper at ing act ivit ies 215,996 373,438

2. CASH FLO W S FRO M IN VESTMEN T ACTIVITIES:


D ividends col l ect ed (N ot e 1) 423 506
Col l ect ions fr om divest m ent s in:
Group companies and associates, net of cash at consol idated companies (Note 2-g) 14,793 -
Intangibl e assets 4,840 1,408
Property, pl ant and equipment 5,514 18,846
Investment property 970 8,050
Non-current financial assets - 1,303
Current financial assets 972 -
Paym ent s for invest m ent s in:
Associates (Note 1) (1,892) (1,887)
Group companies - (375)
Property, pl ant and equipment (106,319) (112,655)
Intangibl e assets (93,982) (104,452)
Non-current financial assets (1,308) -
Current financial assets - (1,128)
Tot al net cash fl ows fr om invest m ent act ivit ies (175,989) (190,384)

3. CASH FLO W S FRO M FIN AN CIN G ACTIVITIES:


Col l ect ions (paym ent s) for equit y inst r um ent s:
Acquisition of non-control l ing interests' shares (1,379) (1,236)
Contributions from/(refunds to) non-control l ing interests, net (Note 13) (7,420) 1,814
Col l ect ions (paym ent s) for financial l iabil it y inst r um ent s (N ot e 2-b):
Earl y bond repayment (Note 17) (6,665) 4,600
Syndicated l oan repayments (Note 17) (16,127) (11,570)
Attainment/(repayment) of other bank borrowings, net (15,932) (14,680)
Payments of l ease l iabil ities (IFRS 16) (Note 8) (70,321) (66,749)
Proceeds from/(repayment of) other financial l iabil ities, net (3,380) (1,850)
O t her cash fl ows fr om financing act ivit ies:
Finance expenses and income paid, net (47,151) (42,361)
D ividends paid and paym ent s on ot her equit y inst r um ent s (N ot e 13) - (12,000)
Tot al net cash fl ows fr om financing act ivit ies (168,375) (144,032)

N ET IN CREASE/(D ECREASE) IN CASH AN D CASH EQ U IVALEN TS FRO M


CO N TIN U IN G O PERATIO N S (I) (128,368) 39,022

N ET IN CREASE/(D ECREASE) IN CASH AN D CASH EQ U IVALEN TS FRO M


D ISCO N TIN U ED O PERATIO N S (II) (N O TE 25) (1,211) -

N ET IN CREASE/(D ECREASE) IN CASH AN D CASH EQ U IVALEN TS (I + II) (129,579) 39,022

CASH AN D CASH EQ U IVALEN TS AT TH E START O F YEAR 440,761 401,739


CASH AN D CASH EQ U IVALEN TS AT YEAR EN D (N O TE 12) 311,182 440,761

Notes 1 to 27 to the consol idated report attached hereto form an integral part of
the consol idated financial statements for the financial year ended 31 December 2022.
-7-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

GRUPO ANTOLIN-IRAUSA, S.A.U. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS FOR THE YEAR

ENDED 31 DECEMBER 2022

(1) DESCRIPTION OF THE GROUP

Parent and Group activities-

Grupo Antolin-Irausa, S.A.U. (hereinafter, “the Parent”) was set up on 5 November 1987, as “Grupo Antolin, S.A.”
Subsequently, on 1 November 1993, it adopted its current name “Grupo Antolin-Irausa, S.A.”. Its Registered
office is in Burgos, carretera Madrid-Irún, km. 244.8.

Corporate purpose of the Parent-

The Parent's activity coincides with its corporate purpose, which is:

a) The participation in other companies with an identical or similar corporate purpose, for the own development
of this Group, via the subscription of shares or stakes in the incorporation or increase in capital thereof or the
acquisition of these by any means.

b) The manufacture, marketing, transformation, importing and exporting of products related to the automotive
or similar industries.
c) The provision of advice and technical, financial and administrative assistance related to those companies in
which it has invested or could invest by virtue of rights for participating in their share capital or shareholders'
equity.
d) The provision of assistance or support services to investee companies or those within its group of companies,
including the granting or otherwise of participating loans to said companies, and the granting of appropriate
guarantees or securities.
e) The development and promotion of research techniques and the operation, acquisition and disposal, by any
means, of licences, permits, brands, patents and exclusives be they domestic or foreign.
Activities of the Group-

Grupo Antolin-Irausa, S.A.U. (hereinafter, “the Group” or “Grupo Antolin”) heads an international group made up
of companies that engage basically in manufacturing and selling automobile components.

Ownership of the Group-

At 31 December 2022 and 2021 the Parent's shares were held by Grupo Antolin-Holdco, S.A. In 2020 the former
absorbed Castilfalé Gestión, S.A.U. (former Parent shareholder) and, therefore, on 28 December 2020 the Parent
became a 'solely-owned company' (see Note 13).

At 31 December 2022 and 2021 all the share capital of the Parent was held directly or indirectly by Avot
Inversiones, S.L., a company whose Registered offices are in Burgos and whose owners are members of the
Antolin family (see Note 13).
-8-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Subsidiary companies-

“Subsidiary companies” are defined as those companies over which the Group has control. In accordance with
IFRS 10, an investor controls an investee if, and only if, the following conditions are met:

- it has power over the investee;


- it receives, or has the right to receive, variable returns from its investment;
- it has the ability to use its power to affect the amount of these returns.

The Parent assesses if it controls an investee when events or circumstances indicate that changes apply to one
or more of the cited conditions.

Set out below is the most significant information at 31 December 2022 about the subsidiaries which have been
included in the consolidated annual financial statements for 2022 as “fully consolidated companies”:
-9-

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Companies in which Grupo Antolin-Irausa, S.A.U. has a direct shareholding-

Thousands of
Euros
Percentage Cost of the
Company Registered Office Business Activity Held Holding

Grupo Antolin-Aragusa, S.A.U. Burgos Automobile components 100.00 12,127


Grupo Antolin-Autotrim, S.A.U. Burgos (Plant: Almussafes) Automobile components 100.00 1,328
Grupo Antolin-Dapsa, S.A.U. Burgos Automobile components 100.00 4,539
Grupo Antolin-Eurotrim, S.A.U. Burgos Automobile components 100.00 10,197
Grupo Antolin Gestión de Inversiones, S.L.U. Burgos Holding company 100.00 268,825
Grupo Antolin-Glass, S.A.U. Burgos Provision of services 100.00 10,328
Grupo Antolin-Ingeniería, S.A.U. Burgos Technical studies 100.00 18,537
Grupo Antolin-Navarra, S.A.U. Pamplona Automobile components 100.00 4,316
Grupo Antolin-Plasbur, S.A.U. Burgos Automobile components 100.00 1,862
Grupo Antolin-RyA, S.A.U. Burgos (Plant: Valladolid) Automobile components 100.00 5,704
Grupo Antolin-Valplas, S.A.U. Burgos (Plant: Sollana-Valencia) Automobile components 100.00 17,300
ASH Reciclado de Techos, S.L. Burgos Recycling of industrial waste 100.00 4,150
Cidut, S.L.U. Burgos Automobile components 100.00 579
Keyland Sistemas de Gestión, S.L. Burgos Provision of services 50.00 (a) 250
Grupo Antolin-Lusitânia, S.A. Vila Nova (Portugal) Automobile components 100.00 2,658
Grupo Antolin-France, S.A.S. Saint-Etienne (France) Holding company and technical 100.00 189,730
services and sales
Broomco (3051), Ltd. Bury St Edmunds (United Kingdom) Holding company 100.00 -
Grupo Antolin-UK, Ltd. Essex (United Kingdom) Technical services and sales 100.00 765
Antolin Deutschland, GmbH Weyhausen (Germany) Holding company 100.00 149,477
Grupo Antolin-Italia, S.r.l. Milan (Italy) Automobile components 100.00 18,780
Grupo Antolin Bohemia, a.s. Chrastava (Czech Republic) Automobile components 100.00 43,735
Grupo Antolin Ostrava, s.r.o. Ostrava (Czech Republic) Automobile components 100.00 3,400
Grupo Antolin Turnov, s.r.o. Turnov (Czech Republic) Automobile components 100.00 6,415
Antolin Czech Republic, s.r.o. Prague (Czech Republic) Technical services and sales 100.00 7
Grupo Antolin-Bratislava, s.r.o. Bratislava (Slovakia) Automobile components 100.00 22,204
Grupo Antolin-Saint Petersburg Saint Petersburg (Russia) Automobile components 100.00 54,351
Antolin Avtotechnika Nizhny Nóvgorod, Ltd. Nizhny Nóvgorod (Russia) Automobile components 100.00 16,435
Antolin Tanger, S.A.R.L. Tangiers (Morocco) Automobile components 100.00 21,100
Grupo Antolin-South Africa, Ltd. Port Elizabeth (South Africa) Automobile components 100.00 12,474
Grupo Antolin-Saltillo, S. de R.L. de C.V. Saltillo (Mexico) Automobile components 99.99 (b) 42,788
Grupo Antolin-Silao, S.A. de C.V. Silao (Mexico) Automobile components 99.99 (b) 43,881
Grupo Antolin-Tlaxcala, S. de R.L. de C.V. Tlaxcala (Mexico) Automobile components 99.99 (b) 24,035
Grupo Antolin-Cuautitlán, S. de R.L. de C.V. Cuautitlán (Mexico) Automobile components 99.99 (b) 24,959
Intertrim, Ltda. Caçapava (Brazil) Automobile components 85.28 23,910
Trimtec, Ltda. Caçapava (Brazil) Automobile components 100.00 127,748
Irauto, S.A. Buenos Aires (Argentina) Automobile components 97.08 (b) 9,406
Grupo Antolin-India PVT, Ltd. Pune (India) Automobile components 99.99 (b) 25,069
Grupo Antolin-Japan, Co. Tokyo (Japan) Technical services and sales 100.00 691
Grupo Antolin-Korea, L.L.C. Suwon-si (South Korea) Technical services and sales 100.00 350
Antolin China Investment Co., Ltd. Beijing (China) Holding company and technical 100.00 106,388
services and sales
Antolin Liban, s.r.o. Liban (Czech Republic) Automobile components 100.00 12,535
Antolin Austria Holding, GmbH Ebergassing (Austria) Holding company 100.00 30,268
Antolin Hungary, Kft. Helvécia (Hungary) Automobile components 100.00 6,535
Antolin Trnava, s.r.o. Trnava (Slovakia) Automobile components 100.00 31,809
Antolin Interiors Mexico, S.A. de C.V. Saltillo (Mexico) Automobile components 100.00 115,136
Gestión Industrial de Toluca, S.A. de C.V. Toluca (Mexico) Provision of services 100.00 2,491
Gestión Industrial de Arteaga, S.A. de C.V. Arteaga (Mexico) Provision of services 100.00 792
Antolin Interiors UK, Ltd. Warwick (United Kingdom) Automobile components 100.00 206,487
Antolin Silesia, Sp. zo.o. Wroclaw (Poland) Automobile components 100.00 14,981
Antolin (Thailand) Co., Ltd. Bangkok (Thailand) Automobile components 100.00 58
Antolin Vietnam Co., Ltd. Hai Phong City (Vietnam) Automobile components 100.00 267
Ototrim Panel Sanayi ve Ticaret, A.S. Bursa (Turkey) Automobile components 50.00 (a) 25,725
NHK Antolin (Thailand) Co., Ltd. Samutprakarn (Thailand) Automobile components 50.00 (a) 2,632
Grupo Antolin-Leamington, Ltd. Kent (United Kingdom) Automobile components 100.00 24,425
Grupo Antolin-Design and Business Services PVT, Pune (India) Technical services and sales 100.00 1
Ltd.
1,804,941
- 10 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Companies in which the Group has a shareholding through other consolidated


companies-

Thousands of
Euros
Percentage Cost of the
Company Registered Office Business Activity Held Holding

Companies in which the Group has a shareholding through


Grupo Antolin-Ingeniería, S.A.U.-
Grupo Antolin-India PVT, Ltd. Pune (India) Automobile components 0.01 (b) -
Grupo Antolin-Saltillo, S. de R.L. de C.V. Hermosillo (Mexico) Automobile components 0.01 (b) -
Grupo Antolin-Tlaxcala S. de R.L. de C.V. Tlaxcala (Mexico) Automobile components 0.01 (b) -
Grupo Antolin-Cuautitlán, S. de R.L. de C.V. Cuautitlán (Mexico) Automobile components 0.01 (b) -
Grupo Antolin-Silao, S.A. de C.V. Silao (Mexico) Automobile components 0.01 (b) -
Irauto, S.A. Buenos Aires (Argentina) Automobile components 2.92 (b) -
Company in which the Group has a shareholding through
Grupo Antolin-India PVT, Ltd.-
Grupo Antolin-Chakan, Ltd. Delhi (India) Automobile components 100.00 5,950
Companies in which the Group has a shareholding through
Grupo Antolin-Gestión de Inversiones, S.L.U.-
Grupo Antolin North America, Inc. Detroit (United States) Holding company and technical 100.00 258,898
services and sales
Companies in which the Group has a shareholding through
Grupo Antolin-North America, Inc.-
Grupo Antolin-Kentucky, Inc. Kentucky (United States) Automobile components 100.00 30,944
Grupo Antolin-Michigan, Inc. Marlette (United States) Automobile components 100.00 12,750
Grupo Antolin-Illinois, Inc. Troy (United States) Automobile components 100.00 2,811
Grupo Antolin-Missouri, LLC Clayton (United States) Automobile components 100.00 1,501
Antolin Interiors USA, Inc. Troy (United States) Automobile components 100.00 85,758
Antolin Alabama, Inc. McCalla (United States) Automobile components 100.00 24,445
Antolin Shelby, Inc. Shelby (United States) Automobile components 100.00 6,963
Antolin St. Clair, LLC. St. Clair (United States) Automobile components 100.00 5,461
Antolin Nashville, LLC. East Lansing (United States) Automobile components 100.00 -
Antolin-Insurance Company, LLC. East Lansing (United States) Insurance company 100.00 142
Company in which the Group has a shareholding through
Antolin Interiors USA, Inc.-
Antolin Lighting, LLC Auburn Hills (United States) Holding company 100.00 7,914
Company in which the Group has a shareholding through
Antolin Lighting, LLC-
Suzhou Antolin Automotive Interiors Co., Ltd. Kunshan Jiangsu (China) Automobile components 100.00 1,872
Company in which the Group has a shareholding through
Grupo Antolin-Kentucky, Inc.-
Grupo Antolin-Primera Automotive Systems, LLC Wayne (United States) Automobile components 49.00 (a) 17
Companies in which the Group has a shareholding through
Grupo Antolin-France, S.A.S.-
Grupo Antolin-IGA, S.A.S. Henin Beaumont (France) Automobile components 100.00 65,953
Grupo Antolin-Vosges, S.A.S. Rupt-Sur-Moselle (France) Automobile components 100.00 53,196
Grupo Antolin-Cambrai, S.A.S. Paris (France) Automobile components 100.00 83,354
Grupo Antolin-Besançon, S.A.S. Besançon (France) Automobile components 100.00 65,000
Company in which the Group has a shareholding through
Keyland Sistemas de Gestión, S.L.
(in which the Group has a 50% stake)-
Keyland Mexico, S. de R.L. de C.V. Mexico City (Mexico) Provision of services 100.00 (a) - (c)
Companies in which the Group has a shareholding through
International Door Company, B.V.
(in which the Group has a 50% stake)-
Iramec Autopeças, Ltda. Caçapava (Brazil) Automobile components 100.00 (a) 650 (c)
Company in which the Group has a shareholding through
Broomco (3051), Ltd.-
CML Innovative Technologies, Ltd. Bury St. Edmunds (United Lighting products 100.00 7,982
Kingdom)

Continues overleaf…
- 11 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of
Euros
Percentage Cost of the
Company Registered Office Business Activity Held Holding
Companies in which the Group has a shareholding through
Antolin Deutschland GmbH-
Grupo Antolin-Logistik Deutschland, GmbH Cologne (Germany) Automobile components 100.00 11,314
Grupo Antolin-Hranice, s.r.o. Hranice (Czech Republic) Automobile components 100.00 116
CML Technologies, GmbH & Co. KG Bad Durkheim (Germany) Lighting products 100.00 9,899
Grupo Antolin-Bamberg, GmbH & Co. KG Bamberg (Germany) Automobile components 100.00 30,660
Antolin Massen, GmbH Massen-Niederlausitz Automobile components 100.00 13,988
(Germany)
Antolin Süddeutschland, GmbH Regenstauf (Germany) Automobile components 100.00 21,695
Antolin Straubing, GmbH Straubing (Germany) Automobile components 100.00 25,492
Haselbeck Formen- und Werkzeugbau, GmbH Deggendorf (Germany) Automobile components 100.00 8,019
Company in which the Group has a shareholding through
Antolin Austria Holding, GmbH-
Antolin Ebergassing, GmbH Ebergassing (Austria) Automobile components 100.00 49,248
Companies in which the Group has a shareholding through
Grupo Antolin-Besançon, S.A.S.-
Grupo Antolin-Sibiu, S.R.L. Sibiu (Romania) Automobile components 100.00 49,945
Guangzhou Antolin Lighting Co., Ltd. Guangzhou (China) Automobile components 100.00 1,310
Companies in which the Group has a shareholding through
Antolin China Investment Co., Ltd.-
Antolin Shanghai Auto-Parts Co., Ltd. Shanghai (China) Automobile components 100.00 35,096
Guangzhou Antolin Auto-Parts Co., Ltd. Guangzhou (China) Automobile components 100.00 10,698
Dongfeng Antolin (Wuhan) Overhead Systems, Co., Ltd. Wuhan (China) Automobile components 100.00 2,415
Dongfeng Antolin (Wuhan) Automotive Trim Co., Ltd. Wuhan (China) Automobile components 100.00 1,256
Changshu Antolin Automotive Interiors Co., Ltd. Changshu (China) Automobile components 60.00 23,835
Changchun Antolin Automotive Interiors Co., Ltd. Changchun (China) Automobile components 60.00 39,786
Chengdu Antolin Automotive Interiors Co., Ltd. Chengdu (China) Automobile components 60.00 1,938
Shenyang Antolin Auto Parts Co., Ltd. Lialong (China) Automobile components 100.00 2,186
Wuhan Donghuan Antolin Auto Parts, Co., Ltd. Wuhan (China) Automobile components 51.00 251
Antolin Chongqing Auto Interiors Trim Systems, Co., Ltd. Chongqing (China) Automobile components 51.00 2,332
Chongqing Zhenneng Antolin Auto Parts, Co., Ltd. Chongqing (China) Automobile components 50.00 64
Shanghai Antolin-Naen Automotive Electronics Co., Ltd. Shanghai (China) Automobile components 51.00 775
Companies in which the Group has a shareholding through
Changshu Antolin Automotive Interiors Co., Ltd. (in which
the Group has a 60% stake)-
Changshu Antolin Auto Parts Co., Ltd. Changshu (China) Automobile components 100.00 4,064 (c)
Ningbo Antolin Autoparts Co., Ltd. Ningbo (China) Automobile components 100.00 384 (c)
Hefei Antolin Auto Parts Co., Ltd. Hefei (China) Automobile components 100.00 743 (c)
Company in which the Group has a shareholding through
Changchun Antolin Automotive Interiors Co., Ltd. (in
which the Group has a 60% stake)-
Beijing Antolin Automotive Interiors Co., Ltd. Beijing (China) Automobile components 100.00 1,204 (c)
Company in which the Group has a shareholding through
Antolin Hungary, Kft.-
Plastimat Hungary, Kft. Esztergom (Hungary) Automobile components 74.00 6,820
Company in which the Group has a shareholding through
Antolin Tanger, S.A.R.L.-
Gold Set, S.A.R.L.A.U. Tangiers (Morocco) Automobile components 100.00 1,003
1,078,097

(a) These companies in which the Group has a direct or indirect holding of 50% or less have been included in the consolidated
financial statements as “fully consolidated companies” because the Group has control over them.
(b) As indicated in the tables above, the Group has direct or indirect shareholdings in the share capital of these subsidiaries,
bringing the total holding in their capital up to 100%.
(c) These amounts correspond to the cost of the Group's effective indirect shareholding, and do not include the part of the cost
corresponding to the indirect shareholding of the non-controlling interest.
- 12 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The key financials of the subsidiary companies with non-controlling interests at 31 December 2022 and 2021 are
as follows:

Thousands of Euros
Changchun Antolin Changshu Antolin
Automotive Interiors Co., Automotive Interiors Co., Ototrim Panel Sanayi ve Grupo Antolin-Primera
Ltd. Ltd. Ticaret, A.S. Automotive Systems, LLC
2022 2021 2022 2021 2022 2021 2022 2021

Non-current assets 15,221 15,857 27,846 32,376 14,870 5,876 7,575 8,549
Current assets 61,488 56,105 64,137 67,825 41,385 26,175 24,699 22,820
Cash and cash equivalents 10,290 9,629 32,516 29,645 6,262 11,715 47 45
Total assets 86,999 81,591 124,499 129,846 62,517 43,766 32,321 31,414
Non-current liabilities (902) (1,298) (212) (1,131) (5,803) (4,111) (3,961) (6,078)
Current liabilities (39,433) (27,871) (81,986) (90,715) (25,883) (15,351) (13,407) (9,914)
Total liabilities (40,335) (29,169) (82,198) (91,846) (31,686) (19,462) (17,368) (15,992)
Net assets 46,664 52,422 42,301 38,000 30,831 24,304 14,953 15,422
Revenue from ordinary activities 100,642 91,076 123,114 96,545 86,060 74,758 131,469 109,533
Gross operating profit/(loss) 10,647 7,660 4,369 4,423 15,326 17,483 1,488 1,643
Profit/(loss) after taxes 9,450 6,721 5,169 4,496 13,194 16,824 1,312 1,564
Dividends received by the Group 8,475 - - 7,863 6,238 2,225 - -

There are no significant restrictions, such as protective rights, on the ability of Grupo Antolin to access or use
assets, as well as to settle its liabilities.

In 2022 there were some changes in the scope of consolidation of the Group (see Note 2-g).

There were no significant additions or withdrawals from the scope of consolidation in 2021 (see Note 2-g).

Financial year of the subsidiaries-

The financial year of all the subsidiaries, like that of the Parent, is the same as the calendar year, except for the
Indian subsidiaries, whose financial year-ends on 31 March. For the Indian companies in the process of being
included in the scope of consolidation, the financial statements for the 12-month period from 1 January 2022 to
31 December 2022 were used. For the remaining companies the individual financial statements for the year-ended
31 December 2022 were used. The figures in the above tables correspond to the financial position at 31 December
2022.

Audit of the individual annual financial statements of the


subsidiaries-

The individual annual financial statements for 2022 of most of the subsidiaries are audited when local legislation
so requires by KPMG or other auditors. Set out below are the subsidiaries whose annual financial statements are
examined by auditors other than KPMG:
- 13 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Company Audited by

Grupo Antolin-Vosges, S.A.S. Deloitte & Associés


Grupo Antolin IGA, S.A.S. Deloitte & Associés
Grupo Antolin-Cambrai, S.A.S. Deloitte & Associés & KPMG
Grupo Antolin Besançon, S.A.S. Deloitte & Associés
Grupo Antolin-France, S.A.S. Deloitte & Associés
Antolin Czech Republic, s.r.o. VGD, s.r.o.
Grupo Antolin-Hranice, s.r.o. Q-Audit, s.r.o.
Grupo Antolin-Sibiu, S.R.L. T&T Audit, S.R.L.
Antolin Straubing, GmbH Deloitte GmbH
Plastimat Hungary, Kft. RSM AUDIT Hungary Zrt.
Grupo Antolin Italia, S.R.L. Deloitte & Touche S.p.a
Antolin Silesia SP.Z.O.O. Deloitte Audyt Sp. Z.o.o.
Antolin Tanger, S.A.R.L. Deloitte Audit
CML Innovative Technologies, Ltd. Whiting and Partners, Ltd.
NHK Antolin (Thailand) Co., Ltd. PriceWaterhouseCoopers
Keyland Sistemas de Gestión, S.L. Arnáiz Ayala Auditores
Antolin Avtotechnika Nizhny Nóvgorod, Ltd. Gruppa Financy LLC, Nexia Finance Group
Irauto, S.A. Mariano Luis Chirardotti
Antolin Interiors USA, Inc. Urbach Hacker Young International, LLP
Grupo Antolin-North America, Inc. Urbach Hacker Young International, LLP
Grupo Antolin-Kentucky, Inc. Urbach Hacker Young International, LLP
Grupo Antolin-Michigan, Inc. Urbach Hacker Young International, LLP
Grupo Antolin-Primera Automotive Systems, LLC Urbach Hacker Young International, LLP
Grupo Antolin-Missouri, Inc. Urbach Hacker Young International, LLP
Antolin Alabama, Inc. Urbach Hacker Young International, LLP
Antolin Shelby, Inc. Urbach Hacker Young International, LLP
Antolin St. Clair, LLC Urbach Hacker Young International, LLP
Antolin China Investments Co., Ltd. Shanghai Certified Public Accountants SGP
Changchun Antolin Automotive Interiors Co., Ltd. Shanghai Certified Public Accountants SGP
Beijing Antolin Automotive Interiors Co., Ltd. Shanghai Certified Public Accountants SGP
Changshu Antolin Automotive Interiors Co., Ltd. Shanghai Certified Public Accountants SGP
Changshu Antolin Auto Parts Co., Ltd. Shanghai Certified Public Accountants SGP
Guangzhou Antolin Lighting Co., Ltd. Shanghai Certified Public Accountants SGP
Chengdu Antolin Automotive Interiors Co., Ltd. Shanghai Certified Public Accountants SGP
Antolin Chongquing Auto Interiors Trim Systems Jinhan Certified Public Accountants Co., Ltd.
Dongfeng Antolin (Wuhan) Overhead Systems, Co., Ltd. Pricewaterhouse Coopers Zhong Tian LLP
Dongfeng Antolin (Wuhan) Automotive Trim, Co., Ltd. Pricewaterhouse Coopers Zhong Tian LLP
Shenyang Antolin Auto Parts Co., Ltd. Liaoning Tian Xin Certified Public Accounts
Guangzhou Antolin Auto-Parts Co., Ltd. Guangzhou Huadu Certified Public Accountants Co., Ltd.
Ningbo Antolin Auto Parts Co., Ltd. Shanghai Certified Public Accountants SGP
Wuhan Antolin Automotive Interiors Co., Ltd. BDO China
Grupo Antolin-India PVT, Ltd. S R B C & CO LLP
Grupo Antolin-Chakan Private, Ltd. S R B C & CO LLP

Associates and joint ventures-

“Associates” are defined as companies over which the Group has the ability to exercise significant influence.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but
is not control or joint control of those policies.

IFRS 11 defines a joint venture (as opposed to a joint operation as described in the next section of this Note) as a
joint arrangement whereby the parties that have joint control of the arrangement (“joint venturers”) have rights
to the net assets of the arrangement. Joint control is the contractually agreed upon sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the
parties sharing control.

The Group's holdings in associates and joint ventures (accounted for in consolidated annual financial statements
for 2022 and 2021 using the “equity method”), and the corresponding book values recognised under “Investments
in companies accounted for using the equity method” in the consolidated statement of financial position at 31
December 2022 and 2021, are as follows:
- 14 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Percentage of Group's
Holding Thousands of Euros
Book Value of Book Value of
At At Investment at Investment at
Company Registered Office Business Activity 31/12/22 31/12/21 31/12/22 31/12/21
Companies in which Grupo Antolin-Irausa, S.A.U. has
a direct shareholding-
Dongwon Technology Co., Ltd. Kyoung-Nam (South Automobile components 30.00 30.00 8,603 8,106
Korea)
Krishna Grupo Antolin Private, Ltd. Chandigarh (India) Automobile components 50.00 50.00 6,084 5,520
Walter Pack, S.L. Igorre (Vizcaya) Automobile components 40.03 40.03 6,375 4,833
AED Innovation Group, S.L. Madrid Automobile components 49.00 (a) 49.00 (a) 7,513 6,310
Company in which the Group has a shareholding
through Antolin China Investment Co., Ltd.-
Dongfeng Antolin (Wuhan) Automotive Trim Co., Ltd. Wuhan (China) Automobile components - (c) 49.00 - (29)
Company in which the Group has a shareholding
through International Door Company, B.V.-
Slovakian Door Company, s.r.o. Bratislava (Slovakia) Automobile components 50.00 (b) 50,00 (b) 3,261 3,935
31,836 28,675

(a) In July 2020, the Group acquired a 49% equity stake in Matoma Capital, S.L. (now AED Innovation Group, S.L.) for 4,477 thousand euros.
This company is the parent of a group comprising AED Engineering, GmbH and AED Embedded Development, S.L.U., wholly owned by
AED Innovation Group, S.L. and located in Munich (Germany) and Murcia (Spain), respectively. The Group had a commitment to make
future capital contributions to this investee amounting to an additional 3,775 thousand euros between 2021 and 2022, having made the
aforementioned contributions at 31 December 2022 (1,887 thousand euros each year).
(b) International Door Company, B.V. (in which the Group has a 50% stake) has a 100% equity interest in Slovakian Door Company, s.r.o.
Therefore, at 31 December 2022 and 2021 the Group indirectly held 50% of the share capital of this company, which is classified as an
“associate”.

(c) At 31 December 2021 the Group owned 49% of Dongfeng Antolin (Wuhan) Automotive Trim Co., Ltd. In 2022 the Group acquired an
additional 51% stake in the share capital from another shareholder of this company. As a result of this operation, at 31 December 2022
the Group owned 100% of the share capital of Dongfeng Antolin (Wuhan) Automotive Trim Co, Ltd. which is now considered a subsidiary
company and, in consequence, is fully consolidated.

The key financials of the most significant companies integrated by the equity method at 31 December 2022 and
2021 are as follows:

Thousands of Euros
Dongwon Technology Krishna Grupo Antolin Slovakian Door Company,
Co., Ltd. Private, Ltd. s.r.o. Walter Pack, S.L.
2022 2021 2022 2021 2022 2021 2022 2021

Non-current assets 8,344 8,344 4,711 4,931 4,421 8,117 26,681 24,158
Current assets 6,314 4,687 4,518 5,627 8,313 8,792 27,885 24,541
Cash and cash equivalents 21,122 21,122 6,236 5,630 2,821 2,331 744 809
Total assets 35,780 34,153 15,465 16,188 15,555 19,240 55,310 49,508
Non-current liabilities (36) (36) (1,113) (1,165) (32) (32) (21,468) (16,125)
Current liabilities (7,067) (7,098) (2,185) (3,983) (10,682) (11,338) (17,905) (21,309)
Total liabilities (7,103) (7,134) (3,298) (5,148) (10,714) (11,370) (39,372) (37,434)

Net assets 28,676 27,019 12,167 11,040 4,841 7,870 15,937 12,074
Revenue from ordinary activities 42,168 7,659 22,183 17,823 42,179 38,826 43,693 40,805
Gross operating profit/(loss) 1,305 (269) 1,410 2,018 (1,444) 264 3,637 2,388
Profit/(loss) after Taxes 1,658 31 1,727 1,634 (1,615) 76 3,856 2,388
Dividends received by the Group 89 320 333 186 - - - -
- 15 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Movements in 2021 and 2022 recorded under “Investments in companies accounted for using the equity
method” in the consolidated statement of financial position were as follows:

Thousands of
Euros
Balances at 31 December 2020 28,796
Profit of companies accounted for using the equity method 2,357
Dividends (a) (506)
Inflows in the form of contributions from the Group 1,887
Outflows in transfer consolidation method by fully consolidated companies (4,229)
Translation differences 80
Other 290
Balances at 31 December 2021 28,675
Profit of companies accounted for using the equity method 1,415
Dividends (a) (423)
Inflows in the form of contributions from the Group 1,887
Outflow of Dongfeng Antolin (Wuhan) Automotive Trim Co., Ltd., which is now fully
consolidated 29
Translation differences (218)
Other 471
Balances at 31 December 2022 31,836

(a) In 2022 the Group received dividends from Dongwon Technology Co., Ltd. and Krishna Grupo Antolin
Private, Ltd., for amounts of 89 and 333 thousand euros, while in 2021 the Group received dividends
from these companies of 320 and 186 thousand euros, respectively.

Part of the balances of the heading “Investments in companies accounted for using the equity method” in the
accompanying consolidated statements of financial position at 31 December 2022 and 2021 includes amounts of
3,750 and 3,745 thousand euros, respectively, for a long-term loan granted by the Group to the associate Slovakian
Door Company, s.r.o.

Financial year and audit of the individual annual financial statements of Associates and
joint ventures included in the scope of consolidation-

The financial year of Associates and joint ventures is the same as the calendar year, except for Krishna Grupo
Antolin Private, Ltd., whose financial year-ends on 31 March. For Krishna Grupo Antolin Private, Ltd., the financial
statements for the 12-month period from 1 January 2021 to 31 December 2022 were used. For the remaining
companies the individual financial statements for the year-ended 31 December 2022 were used. Some of the
aforementioned annual financial statements are currently being examined by the following auditors:

Company Audited by

Dongwon Technology Co., Ltd. PricewaterhouseCoopers


AED Innovation Group, S.L. Deloitte, S.L.
Khrisna Grupo Antolin Private, Ltd. Deloitte & Touche
Walter Pack, S.L. Economical Auditores, S.L.
Slovakian Door Company, s.r.o. BDR, spol. s.r.o.

Joint operations-

IFRS 11 defines a joint operation as an agreement under which the parties (“joint operators”) have rights to the
assets, and obligations for the liabilities, of the arrangement. Joint control is the contractually agreed sharing of
control and requires all substantive decisions to be unanimously agreed by all parties sharing joint control.

Following an assessment by the Group, the only investment which is deemed a joint operation is International
Door Company, B.V., a holding company registered in Amsterdam (Netherlands), in which the Parent has a 50%
stake (this cost is 9,658 thousand euros at 31 December 2022 and 2021). The other 50% is held by Küster Holding,
GmbH, and the company's financial statements have been proportionally consolidated.
- 16 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The figures for assets and liabilities, and the revenue and the result for 2022 contributed by this joint venture are
not significant compared to the figures for consolidated totals of the Group.

(2) BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL FINANCIAL


STATEMENTS AND CONSOLIDATION STANDARDS

a) True and fair view-

In accordance with Final Provision Eleven of Law 62/2003 on Tax, Administrative and Social Order Measures,
of 30 December, companies with holdings are required to draw up consolidated annual financial statements
and directors' reports. At year-end none of the companies in the Group had issued shares that are listed on
an official market of any member State of the European Union. They may therefore opt to present their
consolidated annual financial statements for the years beginning from 1 January 2005 in accordance with
Spanish accounting standards or in accordance with the International Financial Reporting Standards adopted
by the European Union. Accordingly, Grupo Antolin-Irausa, S.A.U. decided to apply voluntarily, for the first
time in the financial year 2007, said International Financial Reporting Standards adopted by the European
Union when drawing up its consolidated annual financial statements.

The consolidated annual financial statements for 2022, which were prepared from the individual accounting
records of the Parent and of the companies included in consolidation (listed in Note 1), are presented in
accordance with the International Financial Reporting Standards adopted by the European Union (hereinafter
referred to as "IFRS-EU") and, accordingly, give a true and fair view of the Group's consolidated net worth,
consolidated financial position at 31 December 2022, results of operations, and changes in consolidated
equity and cash flows arising in the year then ended.

These consolidated annual financial statements for 2022 have been authorised for issue by the Parent's
Directors and will be submitted to the Parent's Sole Shareholder for approval.

The consolidated annual financial statements for 2021 were approved by the Parent's Sole Shareholder on 28
June 2022.

b) Adopting new standards and interpretations issued-

Grupo Antolin's consolidated annual financial statements for the financial years to 31 December 2022 were
drawn up in accordance with International Financial Reporting Standards, in accordance with the terms of
Regulation (EC) No. 1606/2002 of the European Parliament and the Council dated 19 July 2002, taking into
account all mandatory accounting principles, standards and measurement bases with a material impact and
the alternatives permitted under the standards in this respect.

Standards and interpretations in force in 2022

The consolidated annual financial statements were prepared in keeping with the IFRS-EU and consider the
rules, amendments and interpretations adopted by the European Union with entry into force at 1 January
2022, without any significant effects on the Group's consolidated financial statements:
- 17 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Standards, amendments and interpretations: Effective from:


Approved for use in the European Union
Amendments and/or interpretations:
Amendment to IFRS 3. Reference to the IFRS 3 is updated to align the definitions of an asset and a liability in a 1 January 2022
Conceptual Framework (issued in May 2020) business combination with those contained in the Conceptual
Framework. Also, certain clarifications are introduced in relation to
the recognition of contingent assets and liabilities.
Amendment to IAS 16. Proceeds before The amendment prohibits deducting from the cost of an item of 1 January 2022
Intended Use (issued in May 2020) property, plant and equipment any proceeds from selling items
produced while the entity is bringing that asset to the location and
condition necessary for its intended use. The proceeds from the sale
of samples, together with the related production costs, must be
recognised in profit or loss.
Amendment to IAS 37. Onerous Contracts - Cost The amendment explains that the cost of fulfilling a contract includes 1 January 2022
of Fulfilling a Contract (issued in May 2020) both the incremental costs of fulfilling that contract and an allocation
of other costs that relate directly to fulfilling the contract.
Improvements to IFRS 2018-2020 Cycle (issued Minor amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41. 1 January 2022
in May 2020)

These amendments have not had a significant impact on the Group's consolidated annual financial statements
as at 31 December 2022.

Standards and interpretations issued but not yet effective-

The new standards pending EU approval whose application is not obligatory in 2022 and that will enter into
force as of the reporting periods commencing 1 January 2023 are detailed below:

Standards, amendments and interpretations: Effective from:


Approved for use in the European Union
Amendments:
Amendment to IAS 1. Disclosure of Amendments that enable entities to adequately identify 1 January 2023
Accounting Policies (issued in the information about material accounting policies that
February 2021) must be disclosed in the financial statements.
Amendment to IAS 8. Definition of Amendments and clarifications about what is to be 1 January 2023
Accounting Estimates (issued in understood as constituting a change in accounting
February 2021) estimate.
Amendment to IAS 12. Deferred Tax Clarifications regarding how entities must recognise the 1 January 2023
related to Assets and Liabilities deferred tax arising on transactions such as leases and
arising from a Single Transaction decommissioning obligations.
(issued in May 2021)
Amendment to IFRS 17 “Insurance Modification of the transition requirements of IFRS 17 for 1 January 2023
Contracts”. Initial Application of IFRS insurers that simultaneously apply IFRS 17 and IFRS 9 for
17 and IFRS 9 - Comparative the first time.
Information
New standards:
IFRS 17 “Insurance Contracts” and Supersedes IFRS 4 and establishes principles for the 1 January 2023
amendments thereto (standard recognition, measurement, presentation and disclosure
issued in May 2017 and amendments of insurance contracts issued, the objective being to
in June 2020) ensure that entities provide relevant and reliable
information that gives a basis for users of the financial
information to assess the effect that insurance contracts
have on the financial statements.
Not approved for use in the European Union
Amendments:
Amendment to IAS 1. Classification of Clarifications relating to the presentation of liabilities as 1 January 2024
Liabilities as Current or Non-current current or non-current and in particular of those with a
with covenants maturity conditional upon compliance with covenants.
Amendment to IFRS 16. Lease Liability This amendment clarifies the subsequent accounting for 1 January 2024
in a Sale and Leaseback lease liabilities that arise in sale and leaseback
transactions.

None of the aforementioned standards was applied prior to the mandatory effective date in 2022.
- 18 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The Group is beginning to assess the potential impact of the future application of these standards and, after
a first analysis, estimates that these will not have a significant impact on the Group's consolidated financial
statements.

c) Functional currency-

The consolidated annual financial statements are presented in thousands of euros, which is the Parent's
functional and presentation currency, rounded off to the nearest thousand. Foreign operations are recorded
in accordance with the policies described in Notes 2-f and 3-l.

d) Comparative information-

In accordance with the requirements of IAS 1, the information set out in these notes to consolidated financial
statements relating to 2022 is presented, for the purposes of comparison, with the figures for 2021.

There have been no major changes in the accounting policies that affect 2022 and 2021. However, in 2022
Grupo Antolin’s business activities in Russia were presented as discontinued business operations. Neither
have any corrections of errors relating to prior years been made, nor have any major changes been made in
the accounting estimates that affect these financial years or that are likely to affect future financial years.

e) Responsibility for the information provided and estimates


made-

The information set out in these consolidated annual financial statements for 2022 is the responsibility of the
Directors of the Parent.

The consolidated results and the calculation of consolidated net assets are sensitive to the accounting
principles, policies, measurement criteria and estimates used by the Parent's Directors in the preparation of
the consolidated annual financial statements. The main accounting principles and policies and measurement
criteria used are disclosed in Note 3.

In preparing the consolidated annual financial statements for 2022, estimates made by the Group's Senior
Management (subsequently ratified by the Parent's Directors) were used on occasion to measure certain
assets, liabilities, revenues, expenses and commitments recognised in them and that could have a significant
impact over the next twelve months. These estimates, made based on the best information available, refer
to:

- The assessment of signs of impairment losses in PPE and calculation of its recoverable value (Note 8).
- The assessment of the technical success of the projects and their profitability (Note 7).
- The measurement of goodwill (Note 7).
- Recognition and recoverability of deferred tax assets (Note 19).
- The capacity to exercise control over some consolidated companies and the timing thereof (Note 1).

Although these estimates were made based on the best information available at 31 December 2022 for the
events being analysed, future events may make it necessary to revise these estimates (upwards or
downwards) in coming years. Any such changes would be applied prospectively, and the effects of the change
in estimate would be taken to the consolidated income statement in the years affected, as provided for in IAS
8.

f) Consolidation standards-

Subsidiaries-

Subsidiaries, including structured entities, are those over which the Parent exercises control directly, or
indirectly via subsidiaries. The Parent controls a subsidiary when, through its involvement, it is exposed or has
the right to diverse returns by means of the power exercised over it. The Parent has that power when it holds
- 19 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

substantive rights in force that enable it to direct relevant activities. The Parent is exposed, or has the right,
to variable returns for its involvement in the subsidiary when the returns it obtains through that involvement
may change based on the entity's economic performance.

A structured entity is one that is designed so that voting and similar rights are not essential when determining
who controls the entity, e.g. in the event that possible voting rights refer exclusively to administrative
activities and these are governed by contractual agreements.

Subsidiary revenues, expenses and cash flows are included in the consolidated annual financial statements as
of the date of acquisition, which is the date on which the Group effectively obtains control over them.
Subsidiaries are excluded from consolidation as of the date on which that control is lost.

The transactions and balances with Group companies and unrealised profits or losses have been eliminated
in the consolidation process. However, unrealised losses were considered as a sign of impaired value of the
transferred assets.

Subsidiary accounting policies have been adapted to the Group's accounting policies, for transactions and
other events that are similar and occurred under similar circumstances.

The annual financial statements of the subsidiaries used in the consolidation process refer to the same
reporting date and period as those of the Company.

The individual annual financial statements of “subsidiaries” have been fully consolidated with those of the
Parent.

Business combinations-

The Group applies the acquisition method in business combinations.

The acquisition date is the one on which the Group obtains control over the business acquired.

The consideration delivered for the business combination is determined on the acquisition date by the sum
of the fair values of the assets delivered, the liabilities incurred or assumed, the equity instruments issued
and any contingent consideration dependent on future events or on compliance with certain conditions in
exchange for the control over the business acquired.

The consideration delivered excludes any payment that does not form part of the exchange for the business
acquired. Costs relating to the acquisition are recognised as an expense when they are incurred.

On the acquisition date the Group recognises the assets acquired, the liabilities assumed (and any other non-
controlling interest) at their fair value. The non-controlling interest in the business acquired is recognised at
the amount corresponding to the percentage in the fair value of the net assets acquired. This criterion solely
applies to non-controlling interests that grant present access to financial profits and the right to the
proportional part of the acquired entity's net assets in the event of liquidation. Otherwise, non-controlling
interests are recognised at fair value or at the value based on market conditions. The liabilities assumed
include contingent liabilities insofar as they represent present obligations arising from past events whose fair
value may be reliably measured. The Group also recognises indemnification assets allocated by the seller at
the same time and following the same measurement criteria for the indemnification item of the acquired
business, considering the risk of insolvency and any contractual restriction on the indemnified amount, as
appropriate.

The application of this criterion excludes non-current assets or disposable groups of elements classified as
held for sale, liabilities for long-term defined benefits, transactions with payments based on equity
instruments, deferred tax assets and liabilities and intangible assets arising from the acquisition of previously
granted rights.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The assets acquired and liabilities assumed are classified and designated for subsequent recognition on the
basis of contractual agreements, financial conditions, accounting and operating policies and other conditions
existing on the acquisition date, with the exception of leases in which the business acquired is the landlord
and insurance.

Any excess existing between the consideration provided plus the value assigned to the non-controlling
interests and the net amount of the assets acquired and the liabilities assumed is recorded as goodwill. In
relation to any deficiency existing after assessing the amount of the consideration provided, the value
assigned to the non-controlling interests and the identification and measurement of the net assets acquired
are recognised as a separate item in the consolidated income statement.

Non-controlling interests-

Non-controlling interests in the subsidiaries acquired as of 1 January 2004 are recorded on the acquisition
date by the percentage held in the fair value of the identifiable net assets. Non-controlling interests in the
subsidiaries acquired before the transition date were recognised by the percentage in equity on the date of
first-time consolidation.

Non-controlling interests are presented in consolidated net equity separately from the equity attributed to
the Parent's shareholders. Non-controlling interests in consolidated profit/(loss) for the year (and in other
consolidated comprehensive income for the year) are also presented for the year separately in the
consolidated income statement (consolidated comprehensive income statement).

The Group's interest and the non-controlling interests in the consolidated profit/(loss) for the year
(consolidated comprehensive income for the year) and in changes in net equity of the subsidiaries, after
considering adjustments and eliminations arising from consolidation, are determined from ownership
interests at year-end, without considering the possible exercise or conversion of potential voting rights and
after deducting the effect of dividends, resolved or otherwise, of preferred shares with cumulative rights
classified in net equity accounts. However, the Group's interest and the non-controlling interests are
determined considering the possible exercise of potential voting rights and other financial derivatives, that
essentially grant current access to the returns associated with subsidiary ownership.

Any excess losses attributable to non-controlling interests generated prior to 1 January 2010, not attributable
to these because they exceed the amount of interest in the subsidiary's equity, are recorded as a decrease in
net equity attributable to Parent shareholders, except in those cases in which the non-controlling interests
have a binding obligation to assume all or part of the losses and have the ability to make the necessary
additional investment. The profits obtained in subsequent years are assigned to the net equity attributable
to Parent shareholders, until the recovery of the amount of the losses absorbed in prior reporting periods
that correspond to non-controlling interests.

As of 1 January 2010, the profit/(loss) and each component of other comprehensive income are assigned to
the net equity attributable to Parent shareholders and to non-controlling interests in proportion to their
interest, even if this entails a deficit balance of non-controlling interests. The agreements executed between
the Group and non-controlling interests are recognised as a separate transaction.

Associates-

Associates are those entities over which the Company exercises significant influence, directly or indirectly via
subsidiaries. Significant influence is the power to participate in an entity's financial and operating policy
decisions, without the existence of control or joint control. In determining the existence of significant
influence, potential voting rights are considered, whether exercisable or convertible on the closing date of
each year, and likewise considering any potential voting rights held by the Group or another entity.

Investments in associates are recorded by the equity method from the date on which the significant influence
is exercised to the date on which the Company is unable to continue to justify its existence. Nevertheless, if
on the acquisition date all or part of the investment complies with the conditions for classification as non-
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

current assets or disposable groups of elements held for sale, it will be recorded at fair value less any costs of
sale or disposal by other means.

Investments in associates are initially recognised at their acquisition cost, additionally including any additional
cost directly attributable to the acquisition and any contingent consideration classified as an asset or liability
that depends on future events or on the fulfilment of certain conditions.

The excess between the investment cost and the percentage corresponding to the Group in the fair values of
the identifiable net assets is recorded as goodwill, which is included in the investment's book value. Any
deficiency, after measuring the amounts of the investment cost and identification and assessment of the
associate's net assets, is recorded as revenue in determining the investor's interest in the associate's
profit/(loss) for the year of its acquisition.

If the investment results in the loss of control of a subsidiary that does not constitute a business, the cost of
the investment is the fair value, net of any eliminations from the results of the loss of control.

The accounting policies of associates were subject to timing and measurement unification in the same terms
as those referenced for subsidiaries.

The Group's interest in profits or losses of associates obtained as of the acquisition date is recorded as an
increase or decrease in the value of the investments with a credit or debit to Equity Participation in
profit/(loss) for the year, recorded by applying the equity method of the consolidated income statement
(consolidated comprehensive income statement). Likewise, the Group's interest in profits or losses of
associates obtained as of the acquisition date is recorded as an increase or decrease in the value of the
investments in the associates, recognising the itemised consideration in other comprehensive income.
Dividend distributions are recorded as decreases in the investment values. The Group's interest in profits or
losses, including impairment losses recognised by the associates, will consider revenue or expenses deriving
from the acquisition method.

The Group's interest in profits or losses of the associates and in changes to net equity is determined on the
basis of its ownership interest at year-end, without considering the possible exercise or conversion of
potential voting rights. However, the Group's interest is determined considering the possible exercise of
potential voting rights and other financial derivatives that essentially grant current access to the returns
relating to associate ownership interest.

The Group's interest in profits or losses of the associates is recorded after considering the effect of the
dividends, resolved or otherwise, of preferred shares with cumulative rights classified in net equity accounts.

The losses in associates that correspond to the Group are limited to the net investment value, except in those
cases in which the Group has assumed legal or implicit obligations, or has made payments on behalf of the
associates. To recognise impairment losses in associates, the net investment is considered as the result of
adding the book value resulting from the application of the equity method to the one that corresponds to any
other item that essentially forms part of the investment in the associates. Any excess of losses on the
investment in equity instruments is applied to the rest of the items in reverse order of priority on liquidation.
The profits subsequently obtained by those associates in which recognition of losses is limited to the value of
the investment are recorded to the extent that they exceed any losses not previously recognised. The Group
applies financial instrument measurement criteria to the other items that form part of the net investment
and to which the equity method is not applied, prior to recognising the aforementioned losses. In applying
those criteria, the Group does not consider the recognition of losses deriving from the equity method in the
book value of these items. As a result of this, the measurement criteria of those items at fair value and value
impairment, where appropriate, change the recognition of the items deriving from the equity method in prior
periods and the year underway.

Profits and losses not realised in transactions performed between the Group and associates are only
recognised to the extent that they correspond to unrelated investors' interests. The recognition of unrealised
losses that constitute proof of impairment of the transferred asset are excluded from the application of this
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

criterion. However, profits and losses deriving from transactions between the Group and associates of net
assets that constitute a business will be recognised in their entirety.

Unrealised profits or losses of non-monetary contributions of assets to associates that do not constitute a
Group business are recorded in keeping with the value of the transactions. In this regard, if the transferred
assets remain in the associate and the transaction is commercial in nature, only the proportional part of the
profits or losses that correspond to the rest of the investors is recognised. Otherwise, no profit/(loss) is
recognised for the transaction. Deferred profit/(loss) is recognised against the value of the interest.
Furthermore, unrealised losses are eliminated insofar as they do not constitute proof of impairment of the
transferred asset. If in the non-monetary contribution and in addition to the interest, the Group receives
monetary or non-monetary assets, the profit/(loss) of the transaction corresponding to the latter is
recognised.

In non-monetary contributions of Group businesses to associates, profits and losses are recognised in their
entirety.

The Group applies the criteria indicated in the financial instrument accounting policy, including any
impairment adjustments to the other financial instruments to which the equity method is not applied,
including those that form part of the net investment in the associate.

The recognition of losses from applying the equity method or impairment of the financial instruments that
form part of the net investment in the associate are not considered in applying the measurement criteria
indicated in the financial instrument policy.

Once the equity method is applied, the Group assesses whether objective evidence of net impairment exists
in the associate.

Calculation of impairment is determined as a result of the comparison of the book value relating to the net
investment in the associate with its recoverable value, with recoverable value deemed to be the greater of
the value in use or fair value less costs to sell or of disposal by other means. In this connection, the value in
use is calculated on the basis of the Group's interest in the present value of the estimated cash flows from
ordinary activities and from any amounts that could result from the final sale of the associate.

The recoverable amount of the investment in an associate is measured with regard to each associate, unless
it is not a cash generating unit (CGU).

The impairment loss is not assigned to goodwill or to other implicit assets in the investment in associates
deriving from the application of the acquisition method. In subsequent years value reversals of investments
are recognised against profit/(loss), to the extent that an increase in recoverable value exists. Impairment loss
is presented separately from the Group's interest in associate profit/(loss).

Joint agreements-

Joint agreements are considered to be those in which a contractual agreement exists to share control over an
economic activity, so that any decisions on relevant activities require the unanimous consent of the Group
and the rest of the investors or operators. The assessment of the existence of joint control takes place by
considering the subsidiaries' definition of control.

i) Joint operations

In joint operations, the Group recognises its assets in the consolidated annual financial statements,
including its interest in jointly-controlled assets; its liabilities, including its interest in any liabilities
incurred jointly with other operators; the revenue obtained from the sale of its part of the production
deriving from the joint operation, its part of revenue obtained from the sale of the production deriving
from the joint operation, its expenses, including the part of the joint expenses that corresponds to it.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The Group's acquisition of the initial and subsequent interest in a joint operation constituting a business
is recognised by applying the criteria for business combinations as the percentage interest it holds in the
individual assets and liabilities. Nevertheless, in the subsequent acquisition of additional interest in a joint
operation, the prior interest in the individual assets and liabilities is not subject to revaluation, insofar as
the Group maintains joint control.

In sale or contribution transactions by the Group to joint operations, only the profit/(loss) corresponding
to the interest of the rest of the operators is recognised, unless the losses reveal a loss in value or
impairment of the assets transferred, in which case they are recognised in their entirety.

In purchase or contribution transactions by the Group to joint operations, only the profit/(loss) is
recognised when the assets acquired are sold to third parties, unless the losses reveal a loss in value or
impairment of the assets acquired, in which case the Group recognises the proportional part of any losses
that correspond to it in their entirety.

Transactions and balances in foreign currency-

i) Functional and presentation currency

The consolidated annual financial statements are presented in thousands of euros, which is the Parent's
functional and presentation currency, rounded off to the nearest thousand.

ii) Transactions, balances and cash flows in foreign currency

Transactions in foreign currency are translated into the functional currency by applying the spot exchange
rate between the functional currency and the foreign currency on the dates on which the transactions
take place.

Monetary assets and liabilities in foreign currency are translated into euros by applying the existing rate
at year-end, while non-monetary ones measured at historical cost are translated by applying the
exchange rights applied on the date on which the transaction took place. For these purposes, supplier
and customer advances are considered non-monetary items, whereby they are translated at the
exchange rate on the date on which the payment or collection took place. The subsequent posting of the
reception of inventories or revenue from sales, for the part of the advance, takes place at the original
exchange rate and not the one on the transaction date. Finally, the translation into euros of non-
monetary assets measured at fair value is performed by applying the exchange rate on the date of their
quantification.

In the presentation of the consolidated cash flow statement, flows from foreign currency transactions
are translated into euros by applying exchange rates existing on the date on which they took place. The
effect of exchange rate fluctuations on cash and cash equivalents in foreign currency are presented
separately in the cash flow statement as “Effect of exchange rate differences on cash”.

The differences revealed in the settlement of transactions in foreign currency and in the translation into
euros of monetary assets and liabilities in foreign currency are recognised in profit/(loss). However, the
exchange differences arising in monetary items that form part of the net business investment abroad are
recorded as translation differences in other comprehensive income.

Exchange gains or losses relating to monetary financial assets or liabilities denominated in foreign
currency are also recognised in profit/(loss).

Monetary financial assets denominated in foreign currency classified at fair value with changes in other
comprehensive income, are considered to be posted at amortised cost in the foreign currency and,
therefore, the exchange differences associated with any changes in amortised cost are recognised in
profit/(loss) and the rest of the change in fair value is recognised as set out in section i).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The Group presents the effect of the translation of deferred tax assets and liabilities denominated in
foreign currency jointly with the deferred income tax in profit/(loss).

Exchange gains or losses of non-monetary financial assets and liabilities and monetary financial assets
and liabilities measured at fair value with changes in profit/(loss), are recognised jointly with a change in
the fair value in other comprehensive income or in profit/(loss). The rest of the change in fair value is
recognised as set out in section i). Nevertheless, the component of the change to the exchange rate of
equity instruments denominated in foreign currency and measured at fair value with changes in other
comprehensive income and classified as fair value hedges of that component, is recognised in other
comprehensive income.

iii) Translation of foreign businesses

The Group availed itself of the exemption in IFRS 1 “First-time Adoption of International Financial
Reporting Standards”, regarding cumulative translation differences, whereby the translation differences
recognised in the consolidated annual financial statements generated prior to 1 January 2004 were
included in reserves for cumulative gains. As of that date, the translation into euros of foreign businesses
whose functional currency is not from a hyper-inflationary country was performed by the application of
the following criteria:

• Assets and liabilities, including goodwill and adjustments to net assets deriving from business
acquisition, including comparative balances, are translated at the closing rate on the date of each
balance sheet;

• Revenue and expenses, including comparative balances, are translated at the exchange rates in force
on the date of each transaction; and

• Exchange rate differences resulting from the application of the above criteria are recognised as
translation differences in other comprehensive income;

This same criteria are applicable to the translation of financial statements of companies accounted for
using the equity method, whose translation differences that correspond to the Group's interest are
recognised in other comprehensive income.

In the presentation of the consolidated cash flow statement, cash flows, including comparative balances,
of foreign subsidiaries and joint businesses are translated into euros by applying exchange rates existing
on the date on which they took place.

Translation differences recorded in other comprehensive income are recognised in profit/(loss), as an


adjustment to the profit/(loss) from the sale, following the criteria set out in the sections on subsidiary
and associate entities.

g) Changes in the scope of consolidation-

2022:

The changes to the Group's scope of consolidation in 2022 were as follows:

• In March 2022, Grupo Antolin sold all of its 61% holding in the Chinese joint ventures Chongqing Antolin
Tuopu Overhead System Co., Ltd., Hangzhou Antolin Tuopu Overhead System Co., Ltd. and Harbin Antolin
Tuopu Overhead System Co., Ltd., to their current shareholder, Tuopu Overhead System Co., Ltd.

• In March 2022 Grupo Antolin sold 100% of its ownership interest in the US company Antolin Spartanburg
Assembly, Inc. to the Motus Integrated Technologies Group.

• In the second half of 2022 Grupo Antolin incorporated the Indian company Grupo Antolin Design and
Business Services Private Limited, whose main object is to provide engineering and CAD services, as well
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

as the North American companies Antolin Nashville, LLC and Antolin Insurance Company, LLC, in which
the Group has a 100% interest in its share capital.

• In July 2022 the Group acquired an additional 51% stake in the share capital of Dongfeng Antolin (Wuhan)
Automotive Trim Co, Ltd., in which it had previously held 49%, for a price of practically zero. As a result of
this transaction, the Group now has a 100% shareholding in said company and exercises control over it.
Accordingly, this company, over which the Group exercised significant influence, has changed from an
associated company to a subsidiary company and, in consequence, is now “fully consolidated”.

• The dissolution and liquidation of the subsidiary Gestión Industrial de Sonora, S.A. de C.V., which was
inactive.

Also in 2022 the Group acquired the shareholding held by non-controlling interests in the subsidiary company
Dongfeng Antolin (Wuhan) Overhead Systems, Co., Ltd., over which the Group exercised control, for an
amount of 1,379 thousand euros. As a result of this transaction, the Group's holding in this company increased
from 51% to 100%. This transaction has not resulted in any changes to the scope of consolidation.

Details at 31 December 2021 of the assets and liabilities of the mentioned companies excluded from the scope
of consolidation in 2022 because the Group lost control over them are as follows:

Thousands of Euros
Chongqing
Antolin Tuopu Antolin
Overhead System Spartanburg
Co., Ltd. (a) Assembly, Inc. Total

ASSETS-
Non-current assets:
Other intangible assets (Note 6) 14 107 121
Property, plant and equipment (Note 7) 585 6,385 6,970
Right-of-use assets - 9,097 9,097
Deferred tax assets (Note 16) - 4,234 4,234
Current assets:
Inventories 710 7,607 8,317
Trade and other receivables 5,501 10,626 16,127
Cash and cash equivalents 4,793 (2,005) 2,788
Total assets 11,603 36,051 47,654
LIABILITIES-
Non-current liabilities - (13,787) (13,787)
Current liabilities:
Trade and other payables (7,657) (13,733) (21,390)
Other current payables (1,277) (3,273) (4,550)
Total liabilities (8,934) (30,793) (39,727)
Net assets and liabilities 2,669 (b) 5,258 7,927

(a) Relating to the consolidated carrying amounts of the subgroup headed by this company and
including the assets and liabilities of the companies that were wholly owned by it (Hangzhou
Antolin Tuopu Overhead System Co, Ltd. and Harbin Antolin Tuopu Overhead System Co., Ltd.).
(b) Of this amount, 39% corresponded to the non-controlling interests of Chongqing Antolin
Tuopu Overhead System Co., Ltd. (Note 12).

Details of the income and expenses and result corresponding to the companies disposed of, which were
recognised in the accompanying 2021 consolidated income statement according to their substance, are also
shown below:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Chongqing
Antolin Tuopu Antolin
Overhead System Spartanburg
Co., Ltd. (a) Assembly, Inc. Total (b)

Revenue 4,363 47,518 51,881


Procurements (3,080) (35,531) (38,611)
Staff costs (710) (8,277) (8,987)
Depreciation and amortisation expenses (237) (1,514) (1,751)
Other operating income and expenses (417) (3,193) (3,610)
Operating loss (81) (997) (1,078)
Net finance expense (2) (245) (247)
Profit (Loss) before taxes (83) (1,242) (1,325)
Corporate income tax (7) 298 291
Profit (Loss) for the year (90) (944) (1,034)
Profit (Loss) attributable to non-controlling interests (35) - (35)
Profit (Loss) attributable to the Parent in the year (55) (944) (999)

(a) Relating to the consolidated carrying amounts of the subgroup headed by this company and including the
income and expenses of the companies that were wholly owned by it (Hangzhou Antolin Tuopu Overhead
System Co., Ltd. and Harbin Antolin Tuopu Overhead System Co., Ltd.).
(b) Income and expenses before the elimination of transactions with other Group companies.

The income and expenses and results of the companies disposed of during the period between the start of
2022 and the date on which these companies were disposed of were of little significance, and the net changes
in its assets and liabilities over the same period were also immaterial.

As a result of the sale of these companies, as well as the dissolution and liquidation of Gestión Industrial de
Sonora, S.A. de C.V., the Group incurred a net loss of 324 thousand euros, which is recognised under “Gains
or losses on the loss of control of consolidated equity interests” in the accompanying consolidated income
statement for 2022.

The effect of the additions of companies to the scope of consolidation in 2022 on the Group’s consolidated
financial statements has not been significant.

2021:

The changes to the Group's scope of consolidation in 2021 were as follows:

• The incorporation of Antolin St. Clair, LLC., in the United States of America, by contribution of the
productive business unit in St. Clair, formerly the property of the subsidiary Antolin Interiors USA, Inc., in
which the Group holds a 100% interest.

• The incorporation of Shanghai Antolin Naen Automotive Electronics Co., Ltd., a “joint venture'” created
with NAEN Auto Technology which specialises in the electronics of keyless vehicle entry and ignition
systems, in which the Group holds a 51% interest.

• The incorporation of Hefei Antolin Auto Parts Co., Ltd., a “joint venture'" created with Changshu
Automotive Trim Co., Ltd., in which the Group, through its subsidiary Changshu Antolin Automotive
Interiors Co., Ltd. holds an effective 60% interest in its share capital.

• In 2021 the dissolution and liquidation took place of the subsidiaries Grupo Antolin-Holland, B.V. and
Mexican Door Company, S. de R.L. de C.V.

These changes have had a very insignificant impact on the 2021 consolidated annual financial statements.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(3) ACCOUNTING PRINCIPLES, POLICIES AND MEASUREMENT CRITERIA

In preparing the consolidated annual financial statements for 2022 the following accounting principles and policies
and measurement criteria were applied:

a) Going-concern principle-

Russia's invasion of Ukraine at the end of February 2022 and its impact on the European energy market has
contributed to a significant slowdown in almost all European countries' economies. If we add to this factor
the continuing shortage of microchips, the persistence of bottlenecks in supply chains, the sporadic
shutdowns of activity due to Covid-19 in some cities in China, the generalised inflation linked to the rest of
the production factors and the interest rate hikes in Europe and the United States, the negative effect on the
pace of economic growth is more than notable compared to the expectations that were created at the
beginning of the year. The automotive sector has been significantly affected by the impact of all these factors,
especially in the first half of 2022, and improved progressively in the second half of 2022, and has recorded
finally an increase in its production volumes in 2022 of 6% compared to 2021. Thus, the number of vehicles
manufactured in 2022 amounted to 82 million units compared to the 77 million units manufactured in 2021.

In this context, Grupo Antolin’s revenue, including the sale of tools on behalf of customers, increased by 9.7%
on the figure for 2021, and it reported a loss attributable to the Parent (225.6 million euros) and a 5.5%
increase in EBITDA (operating profit from ordinary continuing operations + depreciation and amortisation
charge). In view of this situation, and as a result of the existence in the Syndicated Loan and Revolving Credit
Facility agreement of clauses in which, among other factors, the failure of the Group to achieve the financial
ratios established in said financing agreement would be considered to be grounds for the early maturity of
the full amount of the financing, Grupo Antolin has continued monitoring the situation and also periodically
estimates the value of the aforementioned ratios. The latest estimates made do not expect the Group to fail
to achieve these ratios in the twelve months following the date of authorisation for issue of these financial
statements.

In addition, Grupo Antolin monitors all the variables that can affect the aforementioned ratios and adopts the
appropriate measure to enable it to mitigate and eliminate the possibility of failing to achieve the established
ratios. Also, the implementation of the GOA program that commenced in 2022 will speed up the
transformation of Grupo Antolin into a more profitable, more efficient, more innovative and more customer-
oriented company; this, together with the far-reaching diversification of the Group’s business model in
geographical, customer and product terms, allows it to face up to all of these issues with a large measure of
serenity and confidence. In addition, the Group is focused on harnessing the business potential offered by
future mobility. With this objective, the new strategic plan prioritises and continues the lines of work initiated
in recent years, developing the Smart Integrator strategy, on which the Group has been working for some
time and which is based on the development of more complex, higher added-value systems that offer new
functionalities including new technology, electronics and lighting solutions.

The Parent’s directors consider that the economic and financial measures carried out, as well as the
cornerstones on which its strategic plan is based, will contribute positively to making the Group stronger, more
efficient and more competitive, and enable it to continue to grow and meet its profitability targets.
Accordingly, the consolidated annual financial statements for 2022 were prepared in accordance with the
going concern basis of accounting.

b) Goodwill-

“Goodwill” is only recorded when it has been acquired for a consideration and represents, therefore, advance
payments made by the acquiring entity for the future economic benefits deriving from the assets of the
acquired entity that are not individually and separately identifiable and recognisable.

In accordance with IFRS 3, goodwill is not amortised but is reviewed for impairment (i.e. a reduction in the
recoverable amount of the “Goodwill” to below its book value) at the end of each reporting period and any
impairment is charged to “Net impairment losses on non-current assets” in the consolidated income
statement. Impairment losses relating to “Goodwill” cannot subsequently be reversed.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The recoverable value of goodwill and of other intangible and tangible assets is measured as the higher of fair
value less costs to sell and value in use, understood to be the present value of expected future cash flows
from the investment. The Group's Directors apply the following methodology to test goodwill, other
intangible assets and property, plant and equipment for impairment (see Notes 7 and 8):

• The recoverable amounts are calculated for each cash generating unit (CGU). The goodwill acquired in a
business combination is assigned to each one of the cash generating units or groups of cash generating
units that are expected to benefit from the combination synergies. Each unit or group of units to which
goodwill is assigned represents the lowest level in the entity at which goodwill is controlled for internal
management purposes. Note 7. For the purpose of intangible and tangible fixed assets, cash generating
units are associated with the projects.

• The Group's Directors regularly prepare a business plan for each cash generating unit, broken down by
market and activity, covering a period of at least five years. An annual budget is also prepared each year
for the following financial year. The main components of said plan and budget are:

- Results forecasts.
- Investment and working capital forecasts.

• Other variables influencing the calculation of recoverable value are:

- The discount rate to be applied, i.e. the weighted average cost of capital. The main factors
affecting this are the cost of the liabilities and specific risks related to the assets.
- The growth rate applied to cash flows to extrapolate them beyond the period covered by budgets
and forecasts, up to five financial years.

Forecasts are prepared on the basis of past experience and the best available estimates in line with externally
obtained information.

The business plans thus prepared are reviewed and approved by the Parent's Board of Directors.

If an impairment loss must be recognised for a cash generating unit to which all or part of the goodwill has
been assigned, first the book value of the goodwill corresponding to the cash generating unit will be reduced.
If the impairment loss exceeds the amount of goodwill, the rest of assets allocated to the CGU are then written
down, in proportion to their book values, up to the limit of the higher of the following: fair value less cost to
sell, value in use and zero.

At 2022 and 2021 year-end no goodwill impairment was recorded.

“Goodwill” recognised on the consolidated statement of financial position at 31 December 2022 corresponds
basically to the consolidated subsidiaries and plants acquired in 2015 from the international Magna
Automotive group and other companies forming part of the “Lighting” business acquired from the “CML
Innovative Technologies” group in 2012, and other non-material goodwill recognised (see Note 7).

c) Other intangible assets-

Intangible assets are stated initially at acquisition or production cost and subsequently at cost less any
accumulated amortisation and impairment losses.

Development expenses-

The costs incurred in each development project are capitalised when the following conditions are met:

- The development cost of the asset can be assessed reliably.


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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

- The costs are specifically itemised for each project and correspond to an identifiable asset.
- The Group can prove that the project is technically viable.
- The project is likely to generate profits in the future.

Development expenses incurred using the Group's own resources are recorded (by type) in the consolidated
income statement, while development expenses for projects which meet the above conditions are debited
against “Development expenses” in the consolidated statement of financial position and credited to “Own
work capitalised” in the consolidated income statement.

Capitalised development expenses are in practically all cases amortised on a straight-line basis over the
estimated useful lives of the projects as from the date the related projects are completed.

Development expenses relate mainly to the costs incurred in this connection by the consolidated subsidiary
Grupo Antolin-Ingeniería, S.A.U. and the Group's other research and development centres. Research expenses
are taken directly to income in the financial year in which they are incurred.

Software and other intangible assets-

Other intangible assets with a finite useful life are amortised accordingly, using criteria similar to those used
for property, plant and equipment. Specifically, “Computer software” is written off over a period of 5 years
as from when it starts to be used.

When accounting for the business combination involving the companies and plants acquired in 2015 from the
international Magna Automotive group, “Customer relations” in the automobile industry was identified as an
intangible asset, on the basis that one of the Group's aims in carrying out said operation was to develop new
services and products in this sector. This intangible asset has been measured at its fair value. The remaining
useful life of this intangible asset was estimated between 2 and 7 years, over which period it will be amortised.

The annual amortisation expense for intangible assets with finite useful lives is charged to “Depreciation and
amortisation expenses” on the consolidated income statement.

Impairment losses-

The consolidated companies recognise any impairment loss in the book value of the assets associated with
the CGUs with a charge to “Net impairment losses on non-current assets” in the consolidated income
statement. The criteria used to recognise the impairment losses on these assets associated with the CGUs
and, where applicable, the recovery of impairment losses recorded in prior years, are similar to those applied
for property, plant and equipment for own use.

d) Property, plant and equipment-

Property, plant and equipment include the assets that the Group has for its current or future use in producing
or supplying goods and services or for administrative purposes and which are expected to be used for more
than one financial year. Property, plant and equipment are stated in the consolidated statement of financial
position at their acquisition or production cost, adjusted or revalued, whenever applicable, in accordance with
applicable legal provisions, or at their “fair value” as determined by independent experts on the date of
transition to “IFRS-EU” (1 January 2006), the amount of which is recorded as an attributed cost, less
accumulated depreciation and any impairment losses.

The cost of extensions, modernisations or improvements that increase the productivity, capacity or efficiency
or prolong the useful life of an asset are capitalised as an increase in the cost of said asset.

Borrowing costs directly attributable to building or developing property, plant and equipment that necessarily
take a substantial period of time to get ready for their intended use, are added to the cost of those assets,
until such time as the assets are ready to become operational. In cases where financing has been received
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

specifically for building said assets, the amount of the interest and other finance costs capitalised reflects the
actual costs incurred during the period, less income earned from temporarily reinvesting the financing that
has not yet been invested in the qualifying assets. Where the financing received is of a general nature, the
amount of interest capitalised is calculated using a rate based on the weighted average of the interest costs
applicable to the average unrepaid financing in the year excluding financing for specific purposes. However,
the capitalisation of interest is suspended during the periods in which the construction work is at a standstill,
provided that such periods are not particularly long. In 2022 and 2021, the Group had not capitalised any
finance costs as an increase in the book value of “Property, plant and equipment”.

Upkeep and maintenance expenses for property, plant and equipment for own use are expensed in the year
they are incurred.

The Group transfers PP&E under construction to PP&E used in operations when the assets in question become
operational, from which time depreciation is charged.

Property, plant and equipment used in operations are depreciated on a straight-line basis, based on the
acquisition or production cost of the assets or their restated value, less their residual value. The land on which
buildings and other constructions are located is deemed to have an indefinite lifespan and is therefore not
subject to depreciation. Annual depreciation charges on property, plant and equipment are charged to
“Depreciation and amortisation expenses” in the consolidated income statement over the average estimated
useful life of the assets, as indicated below:

Years of
estimated
Type of asset useful life
Buildings and other structures 20-50
Plant and machinery-
Machinery 5-12.5
Plant 6-25
Other plant, tools and furniture-
Tools, dies and moulds 2-6
Office furniture and equipment 5-10
Other property, plant and equipment-
Vehicles 5-10
Information technology equipment 4-5

Reviews are made at regular intervals of the estimated useful life of property, plant and equipment for own
use in order to identify any significant changes therein. If any such changes are identified, the relevant
adjustment is made to the depreciation charged to the consolidated income statements in future years based
on the new useful lives.

At the end of each reporting period, the consolidated companies test for any internal or external signs that
the recoverable amount of their property, plant and equipment associated with the cash generating units is
less than the book value. If so, the book value is reduced to the recoverable value and the future charges for
depreciation are adjusted in proportion to their adjusted book value and their new remaining useful life if it
was also necessary to re-estimate this. Any such reduction in the book value of property, plant and equipment
for own use associated with the cash generating units is charged to “Net impairment losses on non-current
assets” in the consolidated income statement.

Similarly, whenever there are signs that the value of an impaired tangible asset has recovered, the
consolidated companies reverse impairment losses recognised in prior years, with a credit to “Net impairment
losses on non-current assets” in the consolidated income statement and adjusting future depreciation charges
accordingly. The increased book value may not exceed the book value that would have been determined had
no impairment loss previously been recognised for the asset.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

e) Investment property-

Investment property comprises land, buildings or other constructions held to earn rents or for capital
appreciation upon disposal due to future increases in their respective market prices.

The same methods of valuation, depreciation, and for estimating their respective useful lives and recording
any impairment losses are used as for property, plant and equipment for own use.

f) Accounting for leasing operations-

As lessor-

Whenever the Group acts as lessor, the cost of acquiring the assets leased is stated in “Investment property”
or “Property, plant and equipment”. Depreciation is charged on these assets in accordance with the policies
adopted for similar PP&E items for own use, and the revenues from the lease contracts are released to the
consolidated income statement on a straight-line basis.

As lessee-

In agreements that contain one or more lease and non-lease components, the Group assigns the
consideration to each lease component in accordance with the separate sale price of the lease component
and the individual aggregate price of the various lease components.

Payments made by the Group that do not entail the transfer of goods or services to it by the lessor do not
constitute a separate lease component, and instead form part of the total lease consideration.

At the start of the lease, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset
comprises the amount of the lease liability, any lease payment made on or prior to the starting date, less any
incentives received, any direct start-up costs incurred and an estimate of the decommissioning or restoration
costs to be incurred, as indicated in the provision accounting policy.

The Group measures the lease liability as the present value of outstanding lease payments on the starting
date. The Group discounts lease payments at the appropriate incremental interest rate, unless the lessor's
implicit interest rate can be reliably determined.

Outstanding lease payments are composed of fixed payments, less any incentive receivable, variable
payments dependent on an index or rate, initially measured by the index or rate applicable on the starting
date, amounts to be paid by residual value guarantees, the price for the purchase option whose exercise is
reasonably expected and the payments of compensation for lease cancellation, providing the term of the
lease reflects the exercise of the cancellation option.

The Group measures right-of-use assets at cost, less any depreciation and accumulated impairment losses,
adjusted by any re-calculation of the lease liability.

If the agreement transfers ownership of the asset to the Group at the end of the lease or the right-of-use
asset includes the purchase option price, the depreciation method indicated in the property, plant and
equipment section from the starting date of the lease to the end of the useful life of the asset is applied.
Otherwise, the Group depreciates the right-of-use asset from the starting date to the earlier date between
the useful life of the right or the end of the lease term.

The Group applies non-current asset impairment loss criteria to the right-of-use asset, in accordance with the
contents of Notes 3-b, 3-c and 3-d.

The Group measures lease liability by increasing it by the accrued financial expense, decreasing it by payments
made and re-calculating the book value for lease modifications or to reflect updates of in-substance fixed
payments.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The Group records variable payments not included in the initial measurement of profit/(loss) for the period
in which the events that trigger its payment take place.

The Group records liability re-calculations as an adjustment to the right-of-use asset, until this is reduced to
zero and subsequently in profit/(loss).

The Group reassesses the lease liability, discounting lease payments at an updated rate, if a change to the
term of the lease or a change in the expectations of exercising the purchase option for the underlying asset
take place.

The Group reassesses the lease liability if a change takes place in the amounts to be paid by residual value
guarantees or a change to the index or rate used to determine the payments, including a change to reflect
changes in market rents once a revision takes place.

The Group recognises a lease modification as a separate lease if this increases the scope of the lease by adding
one or more usage rights and the amount of the consideration for the lease increases by an amount consistent
with the individual price for the increase in scope, and any adjustment to the individual price to reflect the
specific circumstances of the contract.

If the modification does not result in a separate lease on the modification date, the Group assigns the
consideration to the modified lease as indicated above, re-determines the lease term and reassesses the value
of the liability less the revised payments at the revised interest rate. The Group decreases the book value of
the right-of-use asset to reflect the partial or total conclusion of the lease, in those modifications that
decrease the scope of the lease and records it in profit/(loss). For all other modifications the Group adjusts
the book value of the right-of-use asset.

i) Short-term leases and leases where the asset is of low value-

The Group applies the exemptions for recognising short-term leases (those leases with terms of 12
months or less from the inception date and that do not include a purchase option) and leases in which the
underlying asset is of low value (for example, less than 6,000 euros). The lease payments deriving from
these contracts are expensed on a straight-line basis over the lease term under “Other operating
expenses” in the consolidated income statement.

ii) Establishing the lease terms of contracts with options to extend-

The Group establishes the lease term as the irrevocable period of a lease plus: (i) any periods covered by
an option to extend the lease, if the Group is reasonably certain that it will exercise this option; and (ii)
any periods covered by an option to terminate the lease, if the Group is reasonably certain that it will not
exercise this option.

When evaluating if it is reasonably likely the option to extend a lease will be exercised or the option to
terminate a lease will not be exercised, the Group takes into account any relevant events and
circumstances prompting the Group to exercise the option to extend the lease or not exercise the option
to terminate the lease.

After the inception date, the Group will re-evaluate the lease term whenever there is a significant event
or change in the circumstances under the Group's control which affects whether or not there is
reasonable certainty the options will or will not be exercised.

g) Non-current assets held for sale-

Assets which are highly likely to be sold, in their present condition, within one year from the end of the
reporting period are recorded under this heading in the consolidated annual financial statements. The book
value of these assets is, therefore, expected to be recovered via their selling price rather than from their
ongoing use. Assets classified as “Non-current assets held for sale” are stated at the lower of their book value
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

when they are classified as such and their fair value net of their estimated cost to sell. Amortisable intangible
assets and depreciable PP&E are not amortised or depreciated while classified as held for sale.

In 2022 and 2021 the Group held land in Tangiers (Morocco) acquired in 2014 classified under “Non-current
assets held for sale”. Based on assessments made by an independent expert and offers recently received, the
fair value of this building is at least equal to its book value. It is expected to be sold over the next twelve
months.

Also, at 2022 year-end, the assets of the Russian subsidiaries were classified under “Non-Current Assets
Classified as Held for Sale” in the accompanying consolidated statement of financial position. The
aforementioned subsidiaries make up the “Russia” geographical segment, which at that date was in the
process of being sold, and was ultimately sold in March 2023. The liabilities of these subsidiaries were also
recognised in the accompanying consolidated statement of financial position as at 31 December under
“Liabilities Associated with Non-Current Assets Classified as Held for Sale” (see Notes 3-q, 6 and 25).

h) Inventories-

The Group values its inventories as follows:

- Raw materials and other supplies, packaging and containers, replacement parts, sundry materials, add-on
parts and stocks for resale are valued at the lower of cost applying the weighted average price method,
and net realisable value.

- Finished goods, semi-finished goods and work-in-process are stated at the lower of real average
production cost (raw and other materials used, labour and direct and indirect manufacturing expenses)
and net realisable value.

- Tools for new projects, which are developed and manufactured by the Group to be sold later on to its
customers, are stated at the lower of either the costs incurred to manufacture them, as and when they
are incurred, and their estimated realisable value.

Net realisable value corresponds to the estimated selling price less the estimated costs of completing the
products and the costs to be incurred in marketing, selling and distribution.

Obsolete, defective or slow-moving inventories have been reduced to their realisable value. The Group
recognises the appropriate valuation adjustments as an expense when the net realisable value of the
inventory is lower than its acquisition or production cost.

i) Financial instruments-

Recognition and classification of financial instruments-

Financial instruments are classified at initial recognition as financial assets, financial liabilities or equity
instruments, in accordance with the underlying economic value of the agreement and with the definitions of
financial asset, financial liability or equity instrument provided in IAS 32 “Financial instruments: Presentation”.

Financial instruments are recognised when the Group becomes a party bound to a contract or legal
transaction in accordance with its provisions.

For valuation purposes, the Group classifies financial instruments in categories of financial assets and
liabilities at fair value with changes in profit/(loss), separating those initially designated from those held for
trading or obligatorily measured at fair value with changes in profit/(loss), financial assets and liabilities
measured at amortised cost and financial assets measured at fair value with changes in other comprehensive
income, separating equity instruments designated as such from the rest of the financial assets. The Group
classifies financial assets, other than those designated at fair value with changes in profit/(loss) and equity
instruments designated at fair value with changes in other comprehensive income, in accordance with the
business model and the characteristics of contractual cash flows. The Group classifies financial liabilities as
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

measured at amortised cost, except those designated at fair value with changes in profit/(loss) and those held
for trading.

The Group classifies a financial asset or liability as held for trading if:

• It is acquired or incurred mainly to sell or repurchase it in the immediate future;


• During initial recognition it is part of an identified portfolio of financial instruments that are jointly
managed and for which there is evidence of a recent pattern of short-term profit-taking;
• It is a derivative, except a derivative designated as a hedging instrument and complies with conditions for
effectiveness, and a derivative that is a financial guarantee contract, or
• It is an obligation to deliver financial assets borrowed but not yet owned.

The Group classifies a financial asset at amortised cost, if it is maintained within the scope of a business model
whose objective is to hold financial assets for contractual cash flows and the contractual conditions of the
financial asset generate, on specified dates, cash flows that are payments of principal and interest only on the
amount of outstanding principle.

The Group classifies a financial asset at fair value with changes in other comprehensive income if it is
maintained within the scope of a business model whose objective is attained by obtaining contractual cash
flows and selling financial assets and the contractual conditions of the financial asset generate, on specified
dates, cash flows that are payments of principal and interest only.

The business model is determined by core Group personnel and at a level that reflects the way in which groups
of financial assets are jointly managed to attain a specific business objective. The Group's business model
represents the way in which it manages its financial assets to generate cash flows.

Financial assets set in a business model whose objective is to hold assets to collect contractual cash flows are
managed to generate cash flows as contract collections throughout the instrument's life. The Group manages
the assets held in the portfolio to collect the specific contractual cash flows. To determine whether the cash
flows are obtained through the collection of contractual cash flows from the financial assets, the Group
considers the frequency, value and sale calendar in prior years, the reasons for those sales and expectations
with regard to future sales activity. Nevertheless, the sales themselves do not determine the business model
and, therefore, may not be considered on their own. Instead, it is the information on past sales and future
sale expectations that provides indicative data on the means of attaining the Group's stated purpose with
respect to the management of financial assets and, more specifically, the way in which cash flows are
obtained. The Group considers the information on past sales within the context of the reasons for these sales
and of the conditions that existed at that time in comparison with current ones. For these purposes, the Group
considers that trade and other receivables that will be transferred to third parties and do not involve
derecognition are maintained in this business model.

While the purpose of the Group's business model is to hold financial assets for contractual cash flows, the
Group does not hold all instruments to maturity. Thus, the Group's business model is holding financial assets
to receive contractual cash flows even when sales of those assets take place or are expected to take place in
the future. The Group understands that it complies with the requirement, providing that the sales occur owing
to an increased credit risk of the financial assets. In all other cases, at the individual and aggregate level, sales
must be of minor significance, whether they are frequent or infrequent, even if they may be significant.

Financial assets set in a business model whose objective is to hold assets to collect contractual cash flows and
sell them, are managed to generate cash flows as contract collections and to sell them according to the
Group's varying needs. In this type of business model and in order to comply with this objective, the Group's
core management personnel have decided that the attainment of contractual cash flows and sale of financial
assets are essential. To achieve this objective, the Group obtains contractual cash flows and sells financial
assets. Compared to the previous business model, in this business model the Group regularly makes asset
sales more frequently and of greater value.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The contractual cash flows that are payments of principal and interest only are consistent with a basic loan
agreement. In a basic loan agreement, the most significant elements of interest are generally the
consideration for the time value of money and the credit risk. Nevertheless, in an agreement of this type, the
interest also includes the consideration for other risks, such as the risk of liquidity and costs, like the
administrative costs of a basic loan associated with holding the financial asset for a given period. Furthermore,
the interest may include a profit mark-up that may be consistent with a basic loan agreement.

The Group designates a financial asset initially at fair value with changes in profit/(loss), if by doing so it
eliminates or significantly decreases any inconsistency in the measurement or recognition that may otherwise
arise, if the measurement of the assets or liabilities or recognition of the profit/(loss) were to take place made
on different bases.

All other financial assets are classified at fair value with changes in profit/(loss).

Financial assets and liabilities arising from contingent consideration in a business combination are classified
as financial assets and liabilities measured at fair value with changes in profit/(loss).

The Group initially designates a financial liability at fair value with changes in profit/(loss), if by doing so it
eliminates or significantly decreases any inconsistency in the measurement or recognition of its profit/(loss)
that would otherwise derive, if the assets or liability or the recognition of the profit/(loss) is made on different
bases or a group of financial liabilities or financial assets and liabilities is managed, and its return is evaluated,
based on fair value, in keeping with an investment or documented risk management strategy, and information
is furnished internally to that group on that same basis to the Group's core management personnel.

The Group classifies all other financial liabilities, except financial guarantee contracts, loan commitments
below market interest rate and financial liabilities resulting from a transfer of financial assets that do not
qualify for derecognition or are recorded using the continuing involvement approach, as financial liabilities at
amortised cost.

Offset principles-

Financial assets and financial liabilities may be offset only when the Group currently has the legal right to
offset recognised amounts and intends to settle by offset or simultaneously realise the assets and cancel the
liabilities. For the Group to have the currently legal right, it may not be contingent on a future event and
should be legally required in the ordinary course of operations, in the event of insolvency or legally declared
liquidation and in the event of non-payment.

Financial assets measured at cost-

Investments in equity instruments for which there is insufficient information for measurement or in which a
broad range of measurements exist and the related derivatives have to be settled by the delivery of those
investments, are measured at cost. However, if the Group may at any time have a reliable measurement of
the asset or the contract, these will be recognised at fair value at that time, recording the profits or losses in
profit/(loss) or other comprehensive income, if the instrument is designated at fair value with changes in
other comprehensive income.

Financial assets and liabilities at amortised cost-

Financial assets and liabilities at amortised cost are initially recognised at their fair value, plus or minus any
transaction costs incurred, and are subsequently measured at amortised cost using the effective interest
method.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Financial assets and liabilities at fair value with changes in profit/(Ioss)-

Financial assets and liabilities at fair value with changes in profit/(loss) are initially recognised at fair value.
Transaction costs directly attributable to the purchase or issue are recognised as an expense when they are
incurred.

Initially, the fair value of a financial instrument is normally the transaction price, unless that price contains
several instrument elements, in which case the Group determines its fair value. If the Group determines that
an instrument's fair value differs from the transaction price, it records the difference in profit/(loss), to the
extent that the value is obtained by reference to a price of an identical asset or liability quoted on an active
market, or was obtained by a valuation technique that only uses observable data. In other cases, the Group
recognises the difference in profit/(loss), to the extent that it derives from a change in a factor that market
participants would consider when determining the price of the asset or liability.

Subsequently to its initial recognition, it is recognised at fair value with changes in profit/(loss). Changes in
fair value include the interest and dividend component. Fair value does not decrease due to the transaction
costs that may be incurred through its eventual sale or disposal by other means.

Notwithstanding the above, for financial liabilities designated at fair value with changes in profit/(loss), the
Group recognises changes in fair value attributable to its own credit risk in other comprehensive income.
Deferred amounts in other comprehensive income are not subsequently re-classified to the income
statement.

The Group determines the change in fair value attributable to the credit risk by initially calculating the internal
rate of return at the start of the period using fair value and contractual cash flows, and deducts the reference
interest rate from that rate to determine the specific rate of the credit risk component, providing that the
change in reference interest rate is not significant and that there are no other factors that could entail
significant changes to fair value. At the closing date, the Group discounts contractual cash flows at the rate
determined as the sum of the reference rate on that date, plus the specific rate of the credit risk component.
The difference between the fair value at year-end and the previous amount represents the change linked to
the credit risk.

Notwithstanding the above, for financial liabilities designated at fair value with changes in profit/(loss), the
Group recognises changes in fair value attributable to its own credit risk in other comprehensive income.
Deferred amounts in other comprehensive income are not subsequently re-classified to the income
statement.

The Group determines the change in fair value attributable to the credit risk by initially calculating the internal
rate of return at the start of the period using fair value and contractual cash flows, and deducts the reference
interest rate from that rate to determine the specific rate of the credit risk component, providing that the
change in reference interest rate is not significant and that there are no other factors that could entail
significant changes to the fair value. At the closing date, the Group discounts contractual cash flows at the
rate determined as the sum of the reference rate on that date, plus the specific rate of the credit risk
component. The difference between the fair value at year-end and the previous amount represents the
change linked to the credit risk.

Financial assets at fair value with changes in other comprehensive income-

Financial assets at fair value with changes in other comprehensive income are initially recognised at fair
value plus any transaction costs directly attributable to the purchase.

Following initial recognition, the financial assets classified in this category are measured at fair value,
recognising profit or loss in other comprehensive income, with the exception of profit and loss by exchange
rate, as set out in the section on foreign currency transactions, and expected credit losses. The amounts
recognised in other comprehensive income are recognised in profit/(loss) as soon as financial asset
derecognition takes place. However, the interest calculated using the effective interest method is recognised
in profit/(loss).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

As indicated above, the Group has designated certain equity instruments as measured at fair value with
changes in other comprehensive income. Following initial recognition, the equity instruments are measured
at fair value, recognising the profit or loss in other comprehensive income. The amounts recognised in other
comprehensive income are not re-classified to profit/(loss), without prejudice to their re-classification to
reserves at the moment of instrument derecognition.

Fair value of financial instruments-

The “fair value” of a financial instrument on a particular date is defined as the amount at which it could have
been exchanged at that date between knowledgeable parties in arm's length transactions. The most objective
and common reference for the fair value of a financial instrument is the price that would be paid for it on an
organised, transparent and deep market (“quoted price” or “market price”).

When there is no market price for a specific financial instrument, fair value is estimated on the basis of recent
arm's length transactions in similar instruments and, if there are none, using measurement models that have
been sufficiently verified by the international financial community, bearing in mind the specific nature of the
instrument to be valued and, in particular, the different types of risk associated with it.

For financial reporting purposes, measurements of fair value are classified under three levels according to the
extent to which the inputs applied are observable and according to how significant said inputs are for the
entire measurement:

• Level 1: inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities.
• Level 2: inputs are quoted prices in active markets for similar assets or liabilities (not included within Level
1), quoted prices for identical or similar assets or liabilities in markets that are not active, and techniques
based on measurement models for which all the significant inputs are derived from or corroborated by
observable market data.
• Level 3: inputs are generally unobservable and reflect estimates based on market assumptions to
determine the price of the asset or liability. Unobservable data used in measurement models are a
significant part of the fair value of the assets and liabilities.

Impairment-

Since 1 January 2018, financial assets valued at amortised cost, trade receivables and other loans, in addition
to financial guarantee contracts, have been subject to the recording of an impairment loss based on the
expected loss of credit, either at 12 months (assets classified as investments available for sale) or over the
whole lifetime (trade debtor accounts). In order to calculate the impairment loss based on the expected loss,
the Group has established a model which requires estimates of future credit losses using a simplified
approach. Given the nature, conditions and high credit quality of its accounts receivable and loans, the
amount of impairment losses required as a result of the application of the new model to the financial asset
balances is usually of little significance.

Financial instrument derecognition, modifications or cancellations-

The Group applies financial asset derecognition criteria to part of a financial asset or part of a group of similar
financial assets, or to financial assets or a group of similar financial assets.

Financial assets are derecognised when the rights to receive cash flows from them are terminated or
transferred, and the Group substantially transfers the risks and benefits deriving from their ownership.
Furthermore, the derecognition of financial assets in those circumstances in which the Group retains the
contractual rights to receive cash flows only occurs when contractual obligations that determine the payment
of those flows to one or more recipients have been assumed, and the following requirements are fulfilled:

• Payment of cash flows is conditioned on its prior collection;


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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

• The Group may not proceed to sell or pledge the financial asset; and

• Cash flows collected on behalf of the eventual recipients are sent with significant delay, and the Group is
not entitled to reinvest the cash flows. The application of this criterion does not include investments in
cash or cash equivalents made by the Group during the settlement period between the collection date
and delivery date stipulated with the eventual recipients, providing any interest accrued is attributed to
the eventual recipients.

In those cases in which the Group transfers a financial asset in its entirety but retains the administration rights
to them in exchange for a fee, an asset or liability is recognised in keeping with the rendering of that service.
If the consideration received is less than the expenses to be incurred as a result of rendering the service, a
liability is recognised for an amount equivalent to the obligations assumed measured at fair value. If the
consideration for the service is greater than what would result from applying adequate remuneration, an
asset is recognised for the administration rights.

In transactions in which the total derecognition of a financial asset is recorded, the financial assets obtained
or the financial liabilities, including the liabilities corresponding to administration services incurred, are
recorded at fair value.

In transactions in which the partial derecognition of a financial asset is recorded, the book value of the
complete financial asset is assigned to the part sold and to the part held, including any assets corresponding
to administration services, in proportion to the relative fair value of each of them.

The total derecognition of a financial asset entails the recognition of profit/(loss) of the difference between
its book value and the sum of the consideration received, net of transaction expenses, including any assets
obtained or liabilities assumed and any deferred profit or loss in other comprehensive income, with the
exception of equity instruments designated at fair value with changes in other comprehensive income.

The criteria for the derecognition of financial assets in transactions in which the Group neither transfers nor
substantially maintains the risks and benefits inherent to ownership are based on the analysis of the degree
of control maintained. In this way:

• If the Group does not retain control, the financial asset is derecognised and any rights or obligations
created or retained as a result of the transfer are recognised separately as assets or liabilities.

• If the control is retained, the financial asset will continue to be recognised for the Group's continued
commitment in it and an associated liability is recorded. The continued commitment in the financial asset
is determined by the amount of its exposure to changes in value of that asset. The associated asset and
liability are measured on the basis of the rights and obligations recognised by the Group. The associated
liability is recognised so that the book value of the asset and associated liability is equal to the amortised
cost of the rights and obligations retained by the Group, when the asset is measured at amortised cost,
or at the fair value of the rights and obligations maintained by the Group if the asset is measured at fair
value. The Group continues to recognise revenue deriving from the asset to the extent of its continued
commitment and expenses deriving from the associated liability. Changes in the fair value of the asset
and associated liability are consistently recognised in profit/(loss) or in equity, in keeping with the general
recognition criteria set out above, and should not be offset.

Those transactions in which the Group substantially retains all risks and benefits inherent to the ownership
of a transferred financial asset are recorded by recognition of the consideration received in the liability
accounts. Transaction expenses are recognised in profit/(loss) following the effective interest method.

The Group applies weighted average price criteria to measure and derecognise the cost of equity instruments
that form part of homogeneous portfolios and that have the same rights, unless the instruments sold and
their individual cost may be clearly identified. For debt instruments, it determines the cost at the individual
or group level consistently with the unit of account used to determine impairment.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

If the Group modifies the contractual cash flows of a financial asset, insofar as this does not entail its
derecognition, the book value is re-calculated by the present value of the flows modified at the effective
interest rate or effective interest rate adjusted by the original credit risk, and recognises the difference in
profit/(loss). The costs and fees invoiced by the Group adjust the book value of the financial asset and
depreciates them during the remaining life of the modified financial asset.

At 31 December 2022 the outstanding receivables transferred without recourse to financial institutions and
pending maturity at that date amounted to 122,605 thousand euros (86,264 thousand euros at 31 December
2021).

Interest and dividends-

The Group recognises interest by the effective interest method, which is the update rate that makes a financial
instrument's book value equal to the estimated cash flows throughout the instrument's expected life, based
on its contractual conditions and without considering expected credit losses, except for financial assets
acquired or arising from incurred losses.

The interest recognised on the gross book value of the financial assets, except for financial assets acquired or
arising from incurred credit losses and financial assets with impaired credit. For the former, the Group
recognises interest by the effective interest rate adjusted by the initial credit risk, and for the latter, the Group
recognises the interest on the amortised cost.

Changes in cash flow estimates are deducted at the effective interest rate or the interest rate adjusted by the
original credit risk and are recognised in profit/(loss).

Revenue for dividends from investments in equity instruments are recognised in profit/(loss) when rights arise
for the Group upon collecting them, financial profit collection is probable, and the amount may be reliably
estimated.

Dividends from equity instruments classified at fair value with changes in other comprehensive income are
recognised in profit/(loss), unless they represent a return on the investment, in which case they are
recognised in other comprehensive income.

The Group recognises default interest in commercial transactions as financial income and expenses in keeping
with the legal and contractual conditions stipulated. If that interest is ultimately offset or condoned, the
Group recognises the transaction in accordance with its substance. The Group recognises the legal right to
offset collection management costs incurred when collection is probable. The Group recognises the expense
for the claim of collection management costs as indicated in the provision accounting policy.

Financial liability derecognition and modification-

The Group derecognises a financial liability or part thereof following compliance with the obligation contained
in the liability or when it is legally dispensed from the main accountability in the liability, whether by judicial
process or by the creditor.

The exchange of debt instruments between the Group and the counterparty or substantial modifications to
initially recognised liabilities are recorded as a cancellation of the original financial liability and the recognition
of a new financial liability, providing that the instruments have substantially different conditions.

The Group considers the conditions to be substantially different if the present value of the cash flows
deducted under the new conditions, including any fee paid net of any fee received, and using the original
effective interest rate for the deduction, differs by at least 10% from the present discounted value of the
remaining cash flows of the original financial liability.

If the exchange is recorded as a cancellation of the original financial liability, the costs or fees are recognised
in profit/(loss), forming part of results. Otherwise, the modified cash flows are deducted at the original
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

effective interest rate, recognising any difference with the prior book value in profit/(loss). Furthermore, the
costs or fees adjust the book value of the financial liabilities and are amortised by the amortised cost method
during the remaining life of the modified liability.

The Group recognises the difference between the book value of the financial liability or part thereof that is
cancelled or transferred to a third party and the consideration paid, including any asset transferred other than
the cash or liability assumed in profit/(loss).

j) Balances and transactions denominated in foreign currencies-

The Group uses the euro as its presentation currency. Consequently, transactions in other currencies are
considered denominated in foreign currency and are recorded according to the exchange rates prevailing on
the transaction date. Gains or losses on transactions denominated in foreign currencies are taken to the
consolidated income statement as and when they occur.

At the year-end, monetary assets and liabilities denominated in foreign currencies are translated to euros at
the rate prevailing at the end of the consolidated statement of financial position. Any resulting gains or losses
are recognised directly in the consolidated income statement.

k) Provisions and contingencies-

Provisions are current obligations of the Group, arising as a result of past events, the nature of which is clearly
specified as at the date of the consolidated annual financial statements, but whose amount and/or reversal
date are uncertain and the reversal of which will probably result in an outflow of resources embodying
economic benefits.

Contingent liabilities are possible obligations of the Group, arising as a result of past events, which depend on
whether or not one or more events beyond the Group's control occur in the future. They include the Group's
current obligations whose settlement will probably not require an outflow of resources embodying economic
benefits, or where a sufficiently reliable estimate of the amount of the obligation cannot be made.

Provisions are recognised in the consolidated statement of financial position wherever it is more likely than
not that an outflow of resources will be required to settle the obligation. Contingent liabilities are not
recognised in the consolidated statement of financial position, but rather, whenever applicable, are disclosed
in the notes to the financial statements.

Provisions are measured using the best information available of the expenditures required to settle the
obligation and are reviewed and adjusted at the end of each reporting period to reflect the current best
estimate. They are used to meet the specific obligations for which they were originally recognised and are
fully or partially reversed when those obligations cease to exist or are reduced.

The value of these provisions corresponds to the current value of the best estimate possible of the amount
necessary to cancel or transfer the obligation, recording the adjustments made from updating said provisions
as financial costs as they accrue. Specifically, the liabilities recorded under “Current provisions” in the
consolidated statement of financial position at 31 December 2022 correspond to provisions made to cover
losses which certain subsidiaries are expected to incur to comply with contracts signed prior to the end of the
reporting period and whose costs will exceed the expected returns generated. The provision is made when
the liabilities in respect of the contracts arise for the affected companies (see Note 16).

The provisions deemed necessary in accordance with these criteria, and the reversals thereof, are recorded
as a charge or credit, respectively, in the consolidated income statement.

l) Termination benefits-

Under current employment legislation, group companies are obliged to pay termination benefits to
employees whose contracts are terminated under certain conditions.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Where the amount of the benefits can be reasonably estimated, such benefits are recognised as an expense
in the year in which the decision is made, provided the parties involved have been formally notified and there
is, therefore, a valid expectation on the part of those involved that the consolidated companies will make the
dismissals. The attached consolidated statement of financial position at 31 December 2022 includes several
provisions for this concept.

m) Pension commitments-

Some Grupo Antolin companies have assumed commitments to pay contributions to the retirement pensions
of some of their current and former employees (retirement plans based on years of service, age and salary).
These commitments affect, primarily, group companies located in Germany, Austria, the United Kingdom,
France, Mexico and India.

A significant portion of these commitments has been outsourced and is covered by insurance policies or
pension plans with insurance companies. The Group pays fixed contributions into a fund and is obliged to
make additional contributions if the fund does not have sufficient assets to pay all the employees the benefits
to which it is committed.

The Group records the present value of these defined benefit commitments as liabilities in the consolidated
statement of financial position under “Non-current provisions”, net of the fair value of the assets that meet
the requirements to be treated as “assets earmarked for the plan”. The aforementioned insurance policies
(or pension plans) are treated as earmarked assets as they are not owned by the Group but by an unrelated
third party, they may only be used to pay or finance employee benefits and may not be returned to the Group
unless the assets held within the plan are sufficient to meet all obligations.

Changes in the provision recognised for these commitments in the consolidated statement of financial
position corresponding to the cost of the services during the current period or to interest, are taken to the
consolidated income statement in the financial year in which they are incurred, to the extent that “actuarial
profits and losses” (that result from differences existing between previous actuarial assumptions and real
outcomes and changes to the actuarial assumptions used) are taken directly to equity as “Adjustments for
changes in value”.

n) Corporate income tax-

Grupo Antolin-Irausa, S.A.U. and practically all of its consolidated Spanish subsidiaries domiciled in Spanish
“common territory” in which it has direct or indirect holdings of 75% or more file consolidated corporate
income tax returns. Until 31 December 2014 the parent of the consolidated tax group was Grupo Antolin-
Irausa, S.A.U. Since 1 January 2015 the parent of the consolidated tax group under which these companies
file has been Avot Inversiones, S.L., the Group's indirect shareholder (see Notes 1, 13 and 19).

The income tax expense is calculated as the tax payable with respect to the taxable profit for the year, after
considering any changes in the assets and liabilities recognised arising from timing differences and from tax
credit and tax loss carryforwards (see Note 19).

The Group considers that a timing difference exists when there is a difference between the book value of an
asset or liability and its tax base. The tax base for assets and liabilities is treated as the amount attributed to
it for tax purposes. A taxable timing difference is understood to be a difference that will generate a future
obligation for the Group to pay taxes to the relevant tax authorities. A deductible timing difference is one that
will generate a right for the Group to a refund or to make a lower payment to the relevant tax authorities in
the future.

Tax credits and deductions and tax loss carryforwards are amounts that, after performance of the activity or
generation of the profit or loss giving entitlement to them, are not used for tax purposes in the related tax
return until the conditions for doing so established in tax regulations are met, provided that the Group
considers it probable that they will be used in future periods.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Current tax assets and liabilities are the taxes that are expected to be recoverable from or payable to the
related tax authorities within twelve months from the date they are recognised. Deferred tax assets and
liabilities are those amounts that are expected to be recoverable from or payable to the relevant tax
authorities in future years.

Deferred tax liabilities are recognised for all taxable timing differences. In this regard, a deferred tax liability
is recognised for the taxable timing differences resulting from investments in subsidiaries and associate
companies, and from holdings in joint ventures, except when the Group can control the reversal of the timing
differences and they are not expected to be reversed in the foreseeable future.

The consolidated companies only recognise deferred tax assets arising from deductible timing differences and
from tax credit and tax loss carryforwards to the extent that it is probable that they will have sufficient future
taxable profits against which these assets can be utilised.

Deferred tax assets and liabilities are not recognised if they arise from the initial recognition of an asset or
liability (other than in a business combination) that at the time of recognition affects neither accounting profit
nor taxable profit.

The deferred tax assets and liabilities recognised are reassessed each year in order to ascertain whether they
still exist, and the appropriate adjustments are made on the basis of the findings of the analyses performed.

Tax uncertainties-

If the Group determines that it is not likely that a tax authority will accept an uncertain tax treatment or a
group of uncertain tax treatments, it considers that uncertainty in determining taxable income, tax bases, tax
loss carryforwards, deductions or tax rates. The Group determines the effect of the uncertainty in the
corporate income tax return by the expected value method, when the range of possible outcomes is highly
disperse or the most probable outcome method, when the outcome is binary or concentrated around one
amount. In those cases in which the tax asset or liability calculated with these criteria exceeds the self-
assessed amount, it is presented as current or non-current in the consolidated statement of financial position
according to the expected recovery or settlement date and considering, where appropriate, the amount of
any corresponding default interest on the liability as it accrues in the income statement. The Group records
changes in events and circumstances on tax uncertainties as a change in estimate.

The Group recognises and presents penalties in keeping with the accounting policy for provisions.

Offset and classification-

The Group only offsets tax assets and liabilities on current income tax if a legal right exists vis-à-vis the tax
authorities and it intends to settle any resulting debts at its net amount, or realise the assets and settle the
debts simultaneously.

The Group only offsets tax assets and liabilities on deferred income tax if a legal offset right exists vis-à-vis the
tax authorities and those assets and liabilities correspond to the same tax authority, and to the same taxpayer
or to different taxpayers that seek to settle or realise the current tax assets and liabilities at their net amount
or realise the assets and settle the liabilities simultaneously, in each one of the future tax periods in which
they expect to settle or recover significant amounts of deferred tax assets or liabilities.

Deferred tax assets and liabilities are recognised in the consolidated statement of financial position as non-
current assets or liabilities, regardless of the anticipated date of realisation or settlement.

o) Recognition of income and expense-

i) Recognition of revenue from customer contracts


- 43 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Revenue from customer contracts is recognised based on fulfilment of the performance obligations with those
customers.

Ordinary revenue represents the transfer of goods or services promised to customers for an amount that
reflects the consideration to which the Company expects to have a right in exchange for those goods and
services.

Five steps are established for the recognition of revenue:

─ Identify the customer contract/s.


─ Identify the performance obligations.
─ Determine the transaction price.
─ Assign the transaction price to the various performance obligations.
─ Recognise the revenue according to fulfilment of each obligation.

On the basis of this recognition model, sales of goods are recognised when the products are delivered to the
customer and the customer accepts them, even if they have not yet been invoiced or, if applicable, the
services have been rendered and it is reasonably assured that the corresponding receivable will be collected.

Expenses are recognised on an accrual basis, immediately in the case of outlays that are not going to generate
future financial profits or when they fail to comply with the necessary requirements for asset recognition.

Income and expenses are taken to the consolidated income statement on an accrual basis.

❖ Revenues on sales of assets are recognised when control of the assets is transferred, which generally
occurs when the assets are delivered (sent to the customer's specific location).

The Group engages in the manufacture and sale of parts for the automotive sector. While the parts are
exclusively designed and manufactured for the customers and have no alternative uses for the Group,
revenue is recognised when control over them is transferred and not over time, since the Group does not
have an unconditional collection right for the execution performed at the close of each year.

❖ Revenues on the sale of project tools. To be able to specifically manufacture the parts for customers, the
Group incurs costs for mould design and manufacture. Once manufactured and approved by the
customers, the moulds become customer property and the contracts indicate a separate price for these.
To recognise this revenue, the Group follows the criteria under “Net Turnover” in the consolidated income
statement, when control of the tools is transferred to the customer, which usually occurs when they pass
the corresponding technical certification or verification by the customer. The Company's Directors
consider that even when the tools made for customers have no alternative use for the Group, in the event
that the order is rescinded by the customer, the Group has no right to receive payment for performance
until that date, given that it would only have the right to collect the costs incurred but not to a reasonable
profit margin. For this reason, tool manufacture is recorded as a performance obligation satisfied at a
specific moment.

Amounts billed in advance by the Group until control of these tools has been transferred are recorded as
a liability under “Trade and other payables” on the consolidated statement of financial position.

Moreover, any final losses expected to be sustained on tools are recognised in full when such a loss
becomes apparent, and the related provisions are recognised under this heading in the consolidated
income statement.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

ii) Recognition of other revenue

❖ Ordinary revenue from the provision of services is recognised in line with the stage of completion of the
transaction as at the end of the reporting period.

❖ Rental income is recorded on an accrual basis, with incentive benefits and the up-front costs of the lease
agreements released on a straight-line basis.

❖ Capital grants are recognised in the consolidated statement of financial position as deferred income when
the Group has met the relevant qualifying conditions and there are, therefore, no reasonable doubts
about their being collected. These capital grants are taken to the consolidated income statement under
“Capital grants and other grants taken to income” on a straight-line basis over the useful lives of the
assets.

Government grants to cover or finance expenses incurred by the Group are recognised once all the
conditions attaching to them have been fulfilled and will be taken to income when the financed expenses
are incurred.

❖ Interest income and expense is recognised on an accrual basis using the “effective interest rate method”.

❖ Dividends received from other companies are recognised as income in the income statement when the
consolidated companies' right to receive them arises.

An expense is recognised in the consolidated income statement when there is a decrease in the future
economic benefits related to a reduction of an asset, or an increase in a liability, which can be measured
reliably. This means that the recognition of an expense takes place simultaneously with the recognition of the
increase in the liability or the depletion of the asset.

An expense is recognised immediately when a disbursement does not give rise to future economic benefits or
when the requirements for recognition as an asset are not met.

An expense is also recognised when a liability is incurred and no asset is recognised, as in the case of a liability
relating to a guarantee.

p) Classification of assets and liabilities as current-

In the consolidated statement of financial position, assets and liabilities that are expected to be recovered,
consumed or settled in twelve months or less, from the end of the reporting period, are classified as current,
except for project tools, which are recorded as “Inventories” under “Current assets” in the consolidated
statement of financial position, as they are expected to be realised in the normal course of the Group's
business (as part of its normal operating cycle), and the liabilities connected with said inventories (customer
advances) which are recognised under “Current liabilities” in the consolidated statement of financial position,
regardless of when they fall due. When the Group does not have an unconditional right by the year-end to
defer settlement of a liability for at least twelve months from the date of the consolidated statement of
financial position, the liability is recorded as current.

q) Discontinued operations-

A discontinued operation is a line of business that is to be abandoned and/or sold whose assets, liabilities and
net profit or loss can be distinguished physically, operationally and for financial reporting purposes. Revenues
and expenses from discontinued operations are disclosed separately in the consolidated income statement.

No line of business or business segment was discontinued in 2021.

In 2022 the business activities of the Group’s subsidiaries in Russia were discontinued. In this connection, as
described in Note 6, in view of the specific monitoring of the impact of the military conflict between Ukraine
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

and Russia on the Group’s business in Russia, for management purposes a specific geographical segment was
created for the Russian market, which was effective from 1 January 2022. Subsequently, in the last months of
2022 as a result of the continuation of the military conflict between Ukraine and Russia and the fact that it
was impossible for the Group’s two industrial subsidiaries in Russia (Grupo Antolin-Saint Petersburg and
Antolin Avtotechnika Nizhny Nóvgorod, Ltd.) to continue operating, the Group decided to discontinue its
business activities in Russia and launched a plan to sell these companies that comprise the “Russian” market
segment, which were classified as discontinued operations in the consolidated financial statements for 2022
(see Note 25). For this reason, the assets and liabilities of these subsidiaries at 31 December 2022 were fully
consolidated, but were recognised under “Non-Current Assets Classified as Held for Sale” and “Liabilities
Associated with Non-Current Assets Classified as Held for Sale” in the consolidated statement of financial
position, and the related income and expenses were included in the accompanying consolidated income
statement for 2022 separately under a single heading, “Profit/(Loss) for the Year from Discontinued
Operations, Net of Taxes”.

In accordance with the accounting legislation in force, the Group should have changed the comparative
figures in the consolidated income statement for 2021, and recognised the net result after tax of the
discontinued business unit in a single amount. It should also have changed the comparative figures of the
consolidated statement of cash flows for 2021, and reported the net change in cash and cash equivalents
arising from the discontinued business activities in a single amount. However, since the effects of this
reporting are immaterial with respect to the consolidated financial statements as a whole, the Group decided
to maintain the presentation of the income and expenses, and cash inflows and outflows, of these subsidiaries
in 2021, in accordance with their nature, and as they were recognised in the consolidated financial statements
for 2021 without restating them.

r) Consolidated statement of cash flows-

The consolidated statement of cash flows is prepared according to the indirect method using the following
terms with the meanings given below:

• Cash flows: inflows and outflows of cash and cash equivalents, the latter being short-term, highly liquid
investments subject to low risk of changes in value.
• Operating activities: the typical activities of companies in the motor parts industry and other activities
that cannot be classified as investing or financing activities.
• Investment activities: the acquisition, sale or disposal by other means of non-current assets and other
investments not classified as cash and cash equivalents.
• Financing activities: activities that result in changes in the size and composition of equity and liabilities
that are not part of operating activities.

For the purposes of preparing the consolidated statement of cash flows, cash and cash equivalents include
cash and demand deposits at banks and highly liquid current investments which are easily convertible into
determinate cash amounts and are subject to insignificant risk as regards changes in value.

A reconciliation of the book value of the liabilities originated by financing activities, distinguishing between
the changes that give rise to cash flows due to “Proceeds from/(payments for) financial liabilities” (which are
recognised under “Cash flows from/(used in) financing activities” in the accompanying consolidated statement
of cash flows for 2022 and 2021) and those that do not, is given below:
- 46 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

2022

Thousands of Euros
No Impact in Terms of Balances
Balances at Cash Flows at 31
1 January Exchange December
2022 Cash Flows Rate Other 2022

Debentures and bonds 640,000 (6,665) - (3,035) 630,300


Syndicated loan 385,714 (16,127) - - 369,587
European Investment Bank (EIB) loan 132,857 (14,286) - - 118,571
COFIDES Loan 10,000 (600) - - 9,400
Other bank borrowings (a) 13,995 (1,046) - - 12,949
Liabilities associated with right-of-use assets
(Notes 8 and 18) 278,813 (70,321) - 42,116 250,608
Other financial liabilities (Note 18) 23,992 (3,380) - 139 20,751
Total financing activity liabilities 1,485,371 (112,425) - 39,220 1,412,166

(a) Includes other loans, credit lines, factoring lines and payables under finance leases (see Note 17).

2021

Thousands of Euros
No Impact in Terms of Balances
Balances at Cash Flows at 31
1 January Exchange December
2021 Cash Flows Rate Other 2021

Debentures and bonds 635,400 4,600 - - 640,000


Syndicated loan 377,284 8,430 - - 385,714
European Investment Bank (EIB) loan 100,000 32,857 - - 132,857
COFIDES Loan - 10,000 - - 10,000
Other bank borrowings (a) 85,524 (71,529) - - 13,995
Liabilities associated with right-of-use assets (Notes
8 and 18) 293,294 (68,314) - 53,833 278,813
Other financial liabilities (Note 18) 24,962 (1,850) - 880 23,992
Total financing activity liabilities 1,516,464 (85,806) - 54,713 1,485,371

(a) Includes other loans, credit lines, factoring lines and payables under finance leases (see Note 17).

Discontinued operations-

Net cash flows attributable to the ordinary operating, investing and financing activities of the discontinued
operations are presented separately in the consolidated statement of cash flows in a single heading called
“Net Increase (Decrease) in cash and cash equivalents from discontinued operations”. This heading also
includes net cash flows obtained from the sale of the discontinued operations.

In addition, when operations are classified as discontinued, the net cash flows of the previous year
corresponding to these are presented separately in the comparative information in the above-mentioned
heading.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(4) ALLOCATION OF THE PARENT'S LOSS

The Parent's proposal for allocation of the loss in 2022, as formulated by its Directors, as well as the application of
the loss in 2021 by the Parent approved by its Sole Shareholder on 28 June 2022 is indicated below:

Euros
2022 2021

Distributable profit/(loss):
Profit/(loss) for the year (57,947.824,04) (89,666.590,42)

Allocation:
Prior years' losses (57,947.824,04 (89,666.590,42)

(5) BUSINESS COMBINATIONS

No significant business combinations were carried out in 2022.

As indicated in Note 2-g, in July 2022 the Group acquired a 51% stake in the share capital of Dongfeng Antolin
(Wuhan) Automotive Trim Co., Ltd. for a price of practically zero. As a result of this operation, the Group now owns
100% of the share capital of this company (at 31 December 2021 it owned 49%), and now controls it.

The assets and liabilities of Dongfeng Antolin (Wuhan) Automotive Trim Co., Ltd. recognised at the acquisition
date, which have been measured at fair value, and their amounts, were not significant with respect to the
consolidated financial statements as a whole.

The carrying amounts of the assets and liabilities in these business combinations do not significantly differ from
the values at which they were carried in the books of the mentioned company when the business was combined.
The contingent liabilities of this company have been guaranteed by the seller.

As a consequence of the recognition of the aforementioned assets and liabilities, goodwill has been generated in
amounts of 160 thousand euros, recorded under the consolidated statement of financial position heading
“Intangible assets-Goodwill” (see Note 7).

No business combinations were carried out in 2021.

(6) INFORMATION BY SEGMENT

The information by segment used by Group Management for management purposes is structured on the basis of
the Group's different business units, and also by geographical segments.

In each business unit the production plants are grouped in accordance with the specific product or activity, rather
than in accordance with the main activity of the company to which each plant belongs. This business unit or
segment structure is focused on the production and development of each type of product and will allow the
operations of the businesses to be managed more efficiently. The main business units or segments of Grupo
Antolin are the following three, defined taking into account the nature of the products: “Overheads & Soft Trim”,
“Doors & Cockpits” and “Lighting”. Moreover, approval was given in the later months of 2019 to establish a new
“Electronic Systems” business unit, that has been fully operational since 2021 from a management perspective
(part of the “Lighting” business unit).

Until 2021 the “Doors & Hard Trim” and “Cockpits & Consoles” segments were managed and presented separately,
and in 2022 they were included in a single business unit. Moreover, in 2022 the subsidiaries Grupo Antolin-Dapsa,
S.A.U. and Grupo Antolin-Plasbur, S.A.U. were taken from the other segments in which they were included until
2021 to the “Lighting” segment.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

In addition, in order to prevent the distortion of the analysis of the performance of the industrial and geographical
segments, a segment entitled “Other” has been defined, which includes the “Corporate Unit” that carries out the
global management of certain assets and the financing received by the Group from third parties, as well as other
minor activities, the consolidation adjustments and, from 2022, the Technical-Commercial Offices (TCOs) expenses.

Also, the geographical segments defined by the group are: “Asia-Pacific”, “Europe”, “Mercosur”, “NAFTA” and
“Africa”. In 2022, in view of the continuation of the military conflict between Russia and Ukraine, a decision was
taken to specifically monitor the Russian market and separate management information was prepared on the
“Russia” segment. Subsequently, in the last months of 2022, a decision was taken to discontinue the business
activities of this geographical segment. Also, as indicated in the previous paragraph, a new geographical segment
entitled “Other” was defined.

As a result of the changes in the segment reporting carried out in 2022, the segment information included in this
Note was adapted in 2021 to make it comparable to the information for 2022 and, therefore, it differs from the
information reported in the consolidated financial statements for 2021.

Basis and methodology for segment reporting-

The business segment reports below are based on monthly reports prepared by Group Management, which are
generated using the same computer application as is used to obtain all the Group's accounting data. This
information includes the segments of the discontinued operations. The segment reporting for 2022 does not
include the “Russia” geographical segment, which was classified under “Discontinued Business Activities”. The
information on this segment is included in Note 25.

The revenues reported for each segment are those which are directly attributable to the production plants
included in that segment for management purposes, so these also include secondary revenues that said plants
may have obtained from sales or the provision of services to other segments. The revenue of each segment does
not include interest or dividend income or the gains on sales of investments or of non-current assets.

The expenses of each segment are calculated as being the expenses arising out of the operating activities of the
segment that may be directly attributed to the plants included in that segment for management purposes. In this
respect, with effect from 1 January 2017, the model for the allocation of head office and structural Corporate Unit
costs among the various group companies and business segments has been modified, and for the purposes of
management information, the monitoring of the performance of the segments is carried out without taking into
account these overheads. Accordingly, these costs are presented in the segment information as corresponding to
the “Corporate Unit”. The expenses of each segment do not include interest expense, impairment or losses on
sales of investments or of non-current assets.

Assets and liabilities in the segments are those that are directly connected with the operations of the plants in
each segment, although virtually all of the financial debt of the Group has been centralised in the Corporate Unit.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

2022

By business segment

Thousands of Euros
Doors & Overheads
Cockpits and Soft Trim Lighting Other (a) Total

Revenue 2,443,727 1,652,416 350,576 4,226 4,450,944


Operating expenses/other operating income, net (2,213,238) (1,544,453) (285,439) (110,532) (4,153,662)
EBITDA (b) 230,488 107,963 65,137 (106,306) 297,282
Depreciation and amortisation charge (154,628) (81,780) (31,142) (13,357) (280,907)
Operating profit (loss) (EBIT) 75,860 26,183 33,995 (119,663) 16,375
Financial profit or loss (38,850)
Other profit or loss (177,761)
Corporate income tax (10,752)
Consolidated profit from continuing operations (210,988)

Other information:
Investments in intangible assets in 2022 58,246 21,835 19,551 6,687 106,319
Capital expenditures on property, plant and
equipment in 2022 43,574 31,138 17,983 1,287 93,982
Segment assets at 31 December 2022 1,591,563 724,749 402,567 410,692 3,129,571
Segment liabilities at 31 December 2022 900,320 443,169 195,181 1,241,773 2,780,443

(a) The “Other” segment refers to a “corporate unit” that includes non-industrial activities managed from Grupo Antolin
headquarters including engineering and research and development activities not attributable to other specific segments,
as well as other immaterial activities performed with certain Group companies not included in any of the other business
segments. The “Other” segment also includes all those consolidation adjustments that are not attributable to any of the
other three business segments, as well as the Technical - Commercial Offices (TCOs) expenses. Furthermore, information
management, supervision or monitoring of segment performance is carried out without considering the general expenses
attributable to headquarters, that are likewise presented under “Other”. The allocation of the operating costs of the
“Other” segment to each business segment is as follows: 53% to the “Doors and Cockpits” segment, 29% to the “Overheads”
segment and 18% to the “Lighting” segment.
(b) In the accompanying consolidated annual financial statements and consolidated directors' report, EBITDA is: “Operating
profit from continuing operations + Depreciation and amortisation expenses”, while EBIT is: “Operating profit from
continuing operations”.

By geographical segment

Thousands of Euros
Asia/Pacific Europe Mercosur NAFTA Africa Other Total

Revenue 732,157 1,972,876 92,637 1,564,646 84,403 4,226 4,450,944


Other operating (expenses) / income, net (637,012) (1,819,807) (83,313) (1,429,531) (73,469) (110,532) (4,153,662)
Depreciation and amortisation (31,995) (140,635) (2,368) (89,015) (3,537) (13,357) (280,907)
Operating profit/(loss) from ordinary activities
63,150 12,435 6,956 46,100 7,397 (119,663) 16,375
EBITDA 95,145 153,069 9,324 135,115 10,934 (106,306) 297,282
Other information:
Investments in intangible assets in 2022 8,490 47,462 1,316 42,016 348 6,687 106,319
Capital expenditures on property, plant and
equipment in 2022 14,960 46,842 3,298 25,345 2,250 1,287 93,982
Assets attributable to the segment at
31 December 2022 527,838 1,270,550 48,452 810,632 61,407 410,692 3,129,571
Liabilities attributable to the segment at
31 December 2022 299,338 753,961 23,204 439,307 22,859 1,241,774 2,780,443
- 50 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

2021

By business segment

Thousands of Euros
Doors & Overheads
Cockpits and Soft Trim Lighting Other (a) Total

Revenue 2,213,820 1,520,985 311,610 8,935 4,055,350


Operating expenses/other operating income, net (2,004,980) (1,423,526) (243,973) (101,024) (3,773,503)
EBITDA (b) 208,840 97,459 67,637 (92,089) 281,847
Depreciation and amortisation charge (155,257) (84,206) (28,433) (12,037) (279,933)
Operating profit (loss) (EBIT) 53,583 13,253 39,204 (104,126) 1,914
Financial profit or loss (16,477)
Other profit or loss (46,755)
Corporate income tax (8,470)
Consolidated profit from continuing operations (69,788)

Other information:
Investments in intangible assets in 2021 49,431 20,964 28,061 5,996 104,452
Capital expenditures on property, plant and
equipment in 2021 59,515 33,968 16,053 3,119 112,655
Segment assets at 31 December 2021 1,550,782 839,767 339,562 533,445 3,263,556
Segment liabilities at 31 December 2021 858,745 439,988 165,323 1,259,134 2,723,190

(a) The “Other” segment refers to a “corporate unit” that includes non-industrial activities managed from Grupo Antolin
headquarters including engineering and research and development activities not attributable to other specific
segments, as well as other immaterial activities performed with certain Group companies not included in any of the
other business segments. The “Other” segment also includes all those consolidation adjustments that are not
attributable to any of the other four business segments, as well as the Technical - Commercial Offices (TCOs) expenses.
Furthermore, information management, supervision or monitoring of segment performance is carried out without
considering the general expenses attributable to headquarters, that are likewise presented under “Other”. The
allocation of the operating costs of the “Other” segment to each business segment is as follows: 50% to the “Doors &
Cockpits” segment, 30% to the “Overheads” segment and 208% to the “Lighting” segment.
(b) In the accompanying consolidated annual financial statements and consolidated directors' report, EBITDA is:
“Operating profit from continuing operations + Depreciation and amortisation expenses”, while EBIT is: “Operating
profit from continuing operations”.

By geographical segment

Thousands of Euros
Asia/Pacific Europe Mercosur NAFTA Africa Other Total

Revenue 591,775 1,986,307 59,483 1,336,105 72,745 8,935 4,055,350


Other operating (expenses) / income, net (509,118) (1,821,671) (58,950) (1,219,605) (63,134) (101,025) (3,773,503)
Depreciation and amortisation (29,912) (144,935) (2,276) (87,230) (3,544) (12,036) (279,933)
Operating profit/(loss) from ordinary activities 52,745 19,701 (1,743) 29,270 6,067 (104,126) 1,914
EBITDA 82,657 164,635 533 116,500 9,612 (92,090) 281,847

Other information:
Investments in intangible assets in 2021 9,314 65,223 1,731 22,417 (229) 5,996 104,452
Capital expenditures on property, plant and
equipment in 2021 15,003 73,380 1,312 18,550 1,291 3,119 112,655
Assets attributable to the segment at 31
December 2021 499,985 1,298,382 44,340 832,513 54,891 533,445 3,263,556
Liabilities attributable to the segment at 31
December 2021 269,296 708,742 22,672 446,169 17,177 1,259,134 2,723,190
- 51 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(7) INTANGIBLE ASSETS


Goodwill-

The movements in “Goodwill” in 2021 and 2022 were as follows:

Thousands of
Euros

Balance at 31 December 2020 90,046


Impairment -
Translation differences and other -
Balance at 31 December 2021 90,046
Additions (Note 5) 160
Impairment -
Translation differences and other -
Balance at 31 December 2022 90,206

The balances of this heading of the consolidated statement of financial position at 31 December 2022 and 2021
correspond to the following cash-generating units:

Thousands of Euros
Cash Generating Unit or Entity 31/12/22 31/12/21

“Lighting” business unit 44,409 44,409


Antolin Interiors Mexico, S.A. de C.V. 26,629 26,629
Changchun Antolin Automotive Interiors Co., Ltd. 8,024 8,024
Changshu Antolin Automotive Interiors Co., Ltd. 9,352 9,352
Other cash generating units or entities 1,792 1,632
90,206 90,046

Impairment tests-

At the end of each reporting period, the Group estimates whether there has been any impairment that reduces
the recoverable value of goodwill to less than its book value and makes any value adjustments necessary. The
policies applied by the Group to test for impairment to goodwill are described in Note 3-b.

In this respect, at 31 December 2022 the Group carried out the corresponding analyses, evaluating the recoverable
amount of the cash generating units associated with goodwill (substantially all of which corresponds to
consolidated subsidiaries which are currently generating profits or are expected to do so in coming years as certain
projects are launched) by reference to the fair value less costs to sell, calculated on the basis of cash flow
projections that represent best estimates, covering a period of five years and with a terminal value estimated
assuming a perpetuity growth rate. To determine the recoverable amounts, at the close of 2022 the Group's
Directors reviewed and updated the assumptions relating to the future activities and forecast results of the
corresponding businesses and their impact on cash flows, and the performance of the main variables foreseen in
the budgets approved for 2023 and the business plans (approved by the Board of Directors). The fair value
hierarchy according to IFRS 13, in which fair value measurement was classified in its entirety, was Level 3, without
considering whether the costs of sale or disposable by any other means are observable.

The discount rate before tax used for the purposes of this impairment test varies from country to country and
ranges from 8.50% (for some businesses in Western Europe and the US) to 18% (for businesses in Argentina, Russia
and Turkey), while in 2021 this range was at levels between 7.5% and 12%. The terminal value is calculated
assuming sustainable average cash flows and a forecast growth rate of 1%.

The conclusion drawn by the Group from this analysis is that the recoverable value of its goodwill is greater than
the book value recorded.

Therefore, at 2022 and 2021 year-end, the Group had not adjusted any amount whatsoever for this goodwill.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Group Management has also performed a sensitivity analysis and estimates that, even if the anticipated growth in
sales is not achieved (and current levels are maintained) and/or the discount rates increase, no risks of impairment
are foreseen. The main assumptions used were a 0.5% increase in the discount rate and a 0.5% reduction in the
perpetuity growth rate.

Other intangible assets-

The movements under this heading and the related accumulated amortisation and impairment allowances in the
years ended 31 December 2021 and 2022 were as follows:

Thousands of Euros
Other
Development Computer Intangible
Expenses Software Assets Total

COST:
Balances at 31 December 2020 691,794 74,846 207,906 974,546
Additions 86,394 7,621 10,437 104,452
Changes in the scope (4,853) 184 5 (4,664)
Derecognitions (12,720) (1,040) (11) (13,771)
Translation differences and other items (1,610) 1,524 (18,471) (18,557)
Balances at 31 December 2021 759,005 83,135 199,866 1,042,006
Additions 84,786 7,582 13,951 106,319
Changes in the scope (20,744) (338) - (21,082)
Derecognitions (18,443) (297) (201) (18,941)
Translation differences and other items 3,843 (285) (5,158) (1,600)
Balances at 31 December 2022 808,447 89,797 208,458 1,106,702
ACCUMULATED AMORTISATION:
Balances at 31 December 2020 (303,602) (65,362) (175,670) (544,634)
Amortisation (69,375) (4,766) (6,771) (80,912)
Changes in the scope 5,411 (297) (5) 5,109
Derecognitions 11,302 1,061 - 12,363
Translation differences and other items 9,696 845 13,477 24,018
Balances at 31 December 2021 (346,568) (68,519) (168,969) (584,056)
Amortisation (71,833) (4,871) (7,387) (84,091)
Changes in the scope 5,516 207 - 5,723
Derecognitions 13,443 234 - 13,677
Translation differences and other items (5,839) 777 4,155 (907)
Balances at 31 December 2022 (405,281) (72,172) (172,201) (649,654)
IMPAIRMENT LOSSES:
Balances at 31 December 2020 (60,492) - (4,033) (64,525)
(Impairments) taken to income and reversals thereof, net (16,004) - - (16,004)
Translation differences and other items 4,178 - - 4,178
Balances at 31 December 2021 (72,318) - (4,033) (76,351)
(Impairments) taken to income and reversals thereof, net (85,025) - - (85,025)
Changes in the scope 10,327 - - 10,327
Translation differences and other items 8,974 - 4,033 13,007
Balances at 31 December 2022 (138,042) - - (138,042)

Net intangible assets at 31 December 2021 340,119 14,616 26,864 381,599


Net intangible assets at 31 December 2022 265,124 17,625 36,257 319,006

Development expenses-

Capitalised (internal) development expenses at 31 December 2022 corresponds to a range of projects relating to
overheads and soft trim, trays, panels, consoles and automobile mechanisms. A portion of the capitalised
development expenses (approximately 79 million euros) corresponds to projects in progress at 31 December 2022
(approximately 78 million euros at 31 December 2021), and, accordingly, the related expenses will not start to be
amortised until the projects have been completed. The Directors of the Parent forecast that during 2023 and 2024
- 53 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

most of the development projects under way at 31 December 2022 will be completed, at which time the
corresponding products will go into mass production.

The main additions of development expenses in 2022 correspond to the Renault “XHN Kadjar EUR 21
Panel+Plastic”, “Human Horizons IP”, BMW “U06 Lighting”, Mini “F56 Lighting” Renault “Kadjar Headliner” and
Renault “BCB Headliner” projects. Mass production for some of these projects began in 2022.

Development costs derecognised in 2022 correspond principally to development costs for certain projects which
were almost fully amortised and/or impaired. As a result of these derecognitions, the Group recognised a net loss
of 424 thousand euros in 2022 under “Profit/(loss) on the disposal of non-current assets” in the attached
consolidated income statement (2.6 million euros in 2021).

Other intangible assets-

At 31 December 2022, the balance of this heading basically corresponds to customer relations recognised in 2015
in the business combination of the interior components business unit of the international Magna Automotive
Group, which will be amortised over periods of between 2 and 7 years; and to certain considerations paid by the
Group to customers for being awarded and securing contracts to produce and supply parts and components for
these customers' projects. These incremental costs of securing orders or contracts were capitalised as it is deemed
likely that profits or economic benefits will be obtained from the production and sale of the corresponding parts
and components, enabling these costs to be recovered.

No individual intangible assets exist that are significant in the entity's financial statements.

Impairment losses-

Intangible assets not available for use are subject to annual impairment tests in keeping with IAS 36. In this regard,
at 31 December 2022, the Group analysed asset recoverability at individual project level and production plant, on
the basis of the technical and financial viability of the projects under development, using the fair value less costs
to sell method.

In addition, at the end of every reporting period, the Group reviews the book values of its intangible assets to
determine whether there is any indication that those assets have suffered any impairment loss. Should any such
signs of impairment exist, the recoverable amount of these assets is determined in order to quantify any
impairment loss suffered. The recoverable amount of the cash generating unit associated with these intangible
assets was measured by reference to its value in use which was calculated based on best estimates of cash flows
over the life of the corresponding project. The discount rate before tax used for the purposes of these impairment
tests is between 8.5% and 18%, depending on the country.

In addition, Group management performed a sensitivity analysis, modifying the discount rate and the residual
growth rate, in order to assess the impact that this modification could have on the recoverability of the values in
use. This analysis did lead to the conclusion that there was no significant risk of impairment. The main assumptions
used were a 0.5% increase in the discount rate and a 0.5% reduction in the perpetuity growth rate.

The Group estimates a 10% increase in turnover with respect to 2022 due to the recovery of the activity in Nafta,
and to the positive evolution of the Chinese market, a higher margin on sales of between 7.5%- and 8%, as a result
of the improvement initiatives applied, optimisation programmes implemented and the decrease in fixed and
variable costs arising from the digitalisation and standardisation efficiency programme implemented in recent
years.

Accordingly, at 31 December 2022, the Group recorded provisions for impairment totalling 138,042 thousand
euros (76,351 thousand at 31 December 2021), corresponding to a decrease in the value of the development
expenses and other intangible assets for certain projects which are currently loss-making, and for which the
recoverable value is lower than their book value. Approximately 85,025 thousand euros of this amount was
recognised under "Net impairment loss on non-current assets" in the accompanying consolidated income
statement for 2022 (approximately 16,332 thousand euros in 2021). No impairment provisions were reversed
against this heading of the consolidated income statement for 2022 (328 thousand euros in 2021).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Fully amortised assets-

The Group's intangible assets include certain assets which had been fully amortised at 31 December 2022 and
2021. The total cost and related accumulated amortisation of these assets amounted to 277 and 253 million euros,
respectively.

(8) PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE


ASSETS

Property, plant and equipment-

The movements in the years ended 31 December 2021 and 2022 under property, plant and equipment and in the
related accumulated depreciation and impairment allowances were as follows:

Thousands of Euros
PP&E under
Technical Plant, Construction
Land and Machinery and and
Buildings Other PP&E Prepayments Total
COST:
Balances at 31 December 2020 298,749 1,692,511 64,287 2,055,547
Additions 4,598 63,207 44,850 112,655
Changes in the scope 5,950 6,576 209 12,735
Derecognitions (7,683) (95,008) (4,695) (107,386)
Transfers between accounts 838 53,719 (54,557) -
Translation differences and other items 3,931 65,498 19,150 88,579
Balances at 31 December 2021 306,383 1,786,503 69,244 2,162,130
Additions 3,177 50,848 39,957 93,982
Changes in the scope (4,470) (29,730) (1,096) (35,296)
Derecognitions (1,010) (12,398) (625) (14,033)
Translation differences and other items 17,011 12,786 (39,961) (10,164)
Balances at 31 December 2022 321,091 1,808,009 67,519 2,196,619
ACCUMULATED DEPRECIATION:
Balances at 31 December 2020 (127,652) (1,167,930) - (1,295,582)
Depreciation (13,807) (120,820) - (134,627)
Changes in the scope (691) (4,853) - (5,544)
Derecognitions 3,729 81,644 - 85,373
Translation differences and other items (965) (53,967) - (54,932)
Balances at 31 December 2021 (139,386) (1,265,926) - (1,405,312)
Depreciation (11,085) (120,714) - (131,799)
Changes in the scope 3,569 16,634 - 20,203
Derecognitions 426 7,787 - 8,213
Translation differences and other items (1,546) 20,509 - 18,963
Balances at 31 December 2022 (148,022) (1,341,710) - (1,489,732)
IMPAIRMENT LOSSES:
Balances at 31 December 2020 (210) (27,183) - (27,393)
(Provisions) reversals taken to income (2,486) (1,218) - (3,704)
Translation differences and other items - 735 - 735
Balances at 31 December 2021 (2,696) (27,666) - (30,362)
(Provisions) reversals taken to income - (59,547) - (59,547)
Changes in the scope - 5,709 - 5,709
Translation differences and other items 2,696 18,821 - 21,517
Balances at 31 December 2022 - (62,683) - (62,683)

Net PP&E at 31 December 2021 164,301 492,911 69,244 726,456


Net PP&E at 31 December 2022 173,069 403,616 67,519 644,204

Additions and retirements of PP&E in 2022 and 2021-

The main additions to the Group's property, plant and equipment in 2022 relate to investments made to expand
its production facilities, some of which were in progress at 31 December 2022. These investments include most
notably those made by Grupo Antolin Bohemia, a.s., Grupo Antolin Turnov, s.r.o. (Czech Republic), Grupo Antolin-
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Kentucky, Inc. (United States), Grupo Antolin-Bamberg, GmbH & Co. KG (Germany), Grupo Antolin-Sibiu, S.R.L.
(Rumania), Antolin Interiors México, S.A. de C.V. (Mexico) and in the Howell plant, owned by Antolin Interiors USA,
Inc.

The main additions to the Group's property, plant and equipment in 2021 corresponded to investments to extend
production facilities, some of which were in progress at 31 December 2021, and those undertaken by Antolin
Süddeutschland, GmbH, Antolin Bohemia, a.s., Grupo Antolin-Kentucky, Inc. and Antolin Interiors México, S.A. de
C.V. are worthy of mention.

The most significant derecognitions in 2022 correspond to the derecognition of property, plant and equipment of
Chongqing Antolin Tuopu Overhead System Co., Ltd., Hanzhou Antolin Tuopu Overhead System Co., Ltd. and
Antolin Spartanburg Assembly, Inc., which were excluded from the scope of consolidation during the period (see
Note 3); and to the recognition of retirements of machinery and other items of other plants, most of which had
been fully depreciated and were not in productive use by the companies.

The Group recognised a scantly material losses in 2022 (834 thousand euros) as a result of these retirements, which
was taken to income under “Gains or losses on disposals of non-current assets” in the accompanying consolidated
income statement (in 2021 gains on disposal and derecognition of property, plant and equipment totalled 3.5
million euros).

On the other hand, in 2022 the Group sold land located in Burgos, which was recognised under “Investment
property” in the consolidated statement of financial position. On this transaction, the Group obtained a loss of
approximately 0.6 million euros, which was taken to income under "Gains or losses on disposals of non-current
assets" in the accompanying consolidated income statement.

The most significant derecognitions in 2021 corresponded to removals and disposals recorded in relation to
machinery and other items of plant basically located in the United States, United Kingdom, Germany, Czech
Republic and Austria. Also, in 2021 the Group sold a building located in Almussafes (Valencia), that also was
recognized under “Investment property”. On this transaction, the Group obtained a gain of approximately 4.3
million euros

Land-

The cost of "Land and constructions" at 31 December 2022 and 2021 includes 34,926 and 34,745 thousand euros,
respectively, corresponding to the carrying amount of the land at those dates.

The Group's land holdings in the Iberian Peninsula were stated at their fair value at the date of transition to IFRS-
EU (1 January 2006) in accordance with the stipulations of IFRS 1. The highest value attributed to said assets at 31
December 2022 and 2021 was 16,187 thousand euros (corresponding to property, plant and equipment and the
rest to investment properties) and was determined on the basis of valuations performed by independent experts
based on market prices or estimated discounted future cash flows.

Investment budget for 2023-

In 2023 the Group's Directors plan to invest 118,317 thousand euros in property, plant and equipment as broken
down below:

Thousands
Business Segment of Euros

Doors and Cockpits (Doors and Cockpits and Consoles) 73,201


Overheads and Soft Trim 16,687
Lighting 28,429
118,317
- 56 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Investments are planned for many of the Group's plants, the most significant of which (over 3 million euros) are
those for machinery and facilities in Antolin Liban, s.r.o., Antolin Interiors México, S.A. de C.V., Grupo Antolin-
Besançon, S.A.S. and Grupo Antolin-Bamberg, GmbH & Co. KG.

Assets located outside Spain-

The cost of the Group's property, plant and equipment located outside Spain and the corresponding accumulated
depreciation and provisions for impairment at 31 December 2022 and 2021 are as follows:

Thousands of Euros
Accumulated
Depreciation
Type of Asset Cost and Impairment Net

At 31 December 2021-
Land and buildings 238,803 (120,821) 117,982
Technical plant, machinery and other PP&E 1,537,341 (1,090,012) 447,329
Advances and fixed assets in progress 68,687 - 68,687
1,844,831 (1,210,833) 633,998
At 31 December 2022-
Land and buildings 253,384 (128,492) 124,892
Technical plant, machinery and other PP&E 1,553,797 (1,127,660) 426,137
Advances and fixed assets in progress 67,499 - 67,499
1,874,680 (1,256,152) 618,528

Right-of-use assets-

The movements in right-of-use assets and lease liabilities in 2022 and 2021 were as follows:

Thousands of Euros
Right-of-Use Assets: Lease
Machinery and Liabilities
Buildings Other PP&E Vehicles Total (Note 18):

Balances at 31 December 2020 266,730 14,030 3,659 284,419 293,294


Movements (a) 32,839 8,098 3,177 44,114 46,075
Payments - - - - (68,314)
Depreciation in the period (53,380) (8,140) (2,831) (64,351) -
Finance costs in the period - - - - 7,758
Balances at 31 December 2021 246,189 13,988 4,005 264,182 278,813
Movements (a) 29,243 4.,725 4,234 38,202 35,088
Payments - - - - (70,321)
Depreciation in the period (55,496) (6,934) (2,783) (65,213) -
Impairments of the period (7,034) - - (7,034) -
Finance costs in the period - - - - 7,028
Balances at 31 December 2022 212,902 11,779 5,456 230,137 250,608

(a) These movements correspond to new contracts or the finalisation of others, translation differences and updating
of calculations and are net of the effect of exclusions of companies from the scope of consolidation (see Note 2-
g), and of the reclassification to “Non-current assets held for sale” of the Russian companies (see Note 25).

The discount rate used at 31 December 2022 and 2021 to determine the present value of lease liabilities at those
dates generally ranged between 0.75% and 5%, depending on each company's financial position and its financing
cost, although it was higher in some countries, such as Vietnam (7.25%). The overall average rate was around
2.68% (overall average rate of 2.91% in 2021).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Finance leases (leasing)-

The detail of the leased assets recognised by the Group, as the lessee under finance leases at 31 December 2022
and 2021 (valued in accordance with the criterion described in Note 3-f), and of their key features and the
corresponding finance leases signed, is as follows(see Note 17):

At 31 December 2022

Thousands of Euros (Excluding VAT and Interest)


Lease Payments
Lease Outstanding,
Contract Months Payments Lease Including
Description of Term Elapsed to Paid in Prior Payments Purchase
Asset (Months) 31/12/22 Original Cost Years Paid in 2022 Option

Solar panels 72 30 296 70 41 185

At 31 December 2021

Thousands of Euros (Excluding VAT and Interest)


Lease Lease Payments
Contract Months Instalments Lease Outstanding
Description Term Elapsed to Paid in Prior Instalments Including
of Asset (Months) 31/12/21 Original Cost Years Paid in 2021 Purchase Option

Solar panels 72 18 296 22 46 228

Operating leases-

Some of the consolidated companies lease buildings which house a part of their warehouses, production facilities
and offices, as well as machinery, vehicles and other PP&E. As indicated in Note 3-f, IFRS 16 Leases was applied
when recognising the corresponding leases executed with the owners of these assets in the annual consolidated
financial statements.

In addition to recognising the aforementioned leases in accordance with IFRS 16, Grupo Antolin benefits from the
exceptions set out in IFRS 16 for contracts classified as “low value leases” (under 6,000 euros, equivalent to 5,000
US dollars), for long and short-term contracts, and for short-term contracts even when the leases are not low value.

The lease expense of these leases of low-value or short-term contracts in 2022 totalled 17,791 thousand euros,
and was recognised under “Other operating expenses” in the accompanying consolidated income statement (see
Note 20).

At 31 December 2022, the leases of low-value and short-term operating lease agreements the Group was party to
at that date gave rise to the following future lease payments to lessors falling due as shown:

Thousands of
Period Euros

Less than one year 5,491


Between one and five years 10,576
More than five years -
16,067

Impairment losses-

At the date of each consolidated statement of financial position, or at the end of each reporting period, the Group
tests for any internal or external signs that the recoverable amount of its property, plant and equipment is less
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

than the book value. If so, the book value is reduced to the recoverable value and the future charges for
depreciation are adjusted in proportion to their adjusted book value and the new remaining useful life if it was
also necessary to re-estimate this. Any such reduction in the book value of property, plant and equipment for own
use is charged to “Net impairment losses on non-current assets” in the consolidated income statement.

Similarly, whenever there are signs that the value of an impaired asset has recovered, the consolidated companies
reverse impairment losses recognised in prior years. The increased book value may not exceed the book value that
would have been determined had no impairment loss previously been recognised for the asset.

In this regard, at 31 December 2022 the Group's consolidated companies tested for signs of impairment of their
property, plant and equipment, at the level of each project to which those assets and at production plant level are
assigned and if impairment was identified, they proceeded to quantify their recoverable amount. Where the asset
does not itself generate cash inflows that are independent of those from other assets, the Group estimates the
recoverable amount of the cash generating unit to which the asset belongs.

An asset's recoverable amount is the higher of its fair value (less sale costs) and its value in use. In calculating value
in use at 31 December 2022, 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 which the estimates of future cash flows have not been adjusted. These future cash flows are derived
from the forecasts made by the Group for each cash generating unit for a period of five years (using assumptions
concerning changes in sale prices, costs and volumes based on experience and future expectations in accordance
with the currently approved strategic plan and the budget for the coming year), with a residual value calculated
using a growth rate of 1%. The discount rate before tax used for the purposes of these impairment tests is between
8.5% and 18%, depending on the country.

In addition, Group management performed a sensitivity analysis, modifying the discount rate and the residual
growth rate, in order to assess the impact that this modification could have on the recoverability of the values in
use. This analysis did not lead to the conclusion that there was any risk of impairment. The main assumptions used
were a 0.5% increase in the discount rate and a 0.5% reduction in the perpetuity growth rate.

The Group estimates a 10% increase in turnover with respect to 2022 due to the recovery of the activity in Europe
and Nafta and to the positive evolution of the Chinese market, a higher margin on sales between 7.5%-8%, resulting
from the improvement initiatives applied, optimisation programmes implemented and the decrease in fixed and
variable costs derived from the digitalisation and standardisation efficiency programme implemented in 2019 and
2020.

Based on this analysis, at 31 December 2022 the Group recognised impairment losses on property, plant and
equipment totalling 62,683 thousand euros (of which a net amount of 59,547 thousand euros were recognised in
2022, 3,704 thousand euros in 2021 and the rest in years prior to 2021). These losses basically correspond to the
loss of property, plant and equipment at the plants owned by Grupo Antolin-Kentucky, Inc., Grupo Antolin-
Michigan, Inc., Antolin Interiors UK, Ltd., Antolin Ebergassing, GmbH, Trimtec, Ltda., Iramec Autopeças, Ltda. and
Grupo Antolin Bratislava, s.r.o. for projects that are currently generating losses or have done so in the past and
whose recoverable amount is below their book value (at 31 December 2021 the Group had recognised impairments
in the amount of 30,362 thousand euros).

Fully depreciated property, plant and equipment-

The Group's property, plant and equipment include certain assets which had been fully depreciated at 31
December 2022 and 2021. The total cost and related accumulated depreciation of these assets amounted to 712
and 728 million euros, respectively.

Insurance policy-

The Group takes out insurance policies to cover the possible risks to which its property, plant and equipment are
exposed. The Parent's Directors consider that the policies taken out are adequate in view of the various locations
of its property, plant and equipment.
- 59 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(9) NON-CURRENT FINANCIAL ASSETS AND OTHER CURRENT FINANCIAL ASSETS

The balances under these headings in the consolidated statement of financial position at 31 December 2022 and
2021 are broken down below by type:

Thousands of Euros
31/12/22 31/12/21
Non-Current Current Non-Current Current

Non-current investment securities 945 - 302 -


Other financial assets-
Non-current receivables from group companies 651 - 567 -
Other receivables 326 1,789 407 3,096
Guarantee deposits and deposits given 5,937 1,852 5,275 1,539
Net total 7,859 3,641 6,551 4,635

At 31 December 2022 and 2021, the fair value of these assets does not differ significantly from their book value.
Grupo Antolin financial assets measured at fair value are at level 2 of the fair value hierarchy.

Non-current investment securities-

The balances of this item at 31 December 2022 and 2021 correspond to several minority interests in non-listed
companies.

Other financial assets-

Non-current receivables from group companies

The balances under this non-current assets’ heading at 31 December 2022 and 2021 include the balance receivable
of the long-term cash-pooling account held by the Parent with Avot Inversiones, S.L., which matures on 31
December 2024 and 2023, respectively, and bears annual interest at a variable market rate which is revised
annually (see Note 22).

Other financial assets

In February 2020, the Group and Eyesight Mobile Technologies, Ltd. (an Israeli company that is a leader in in-car
vision technology using artificial intelligence and currently called CIPIA) signed a Simple Agreement for Future
Equity (“SAFE”), under which this supplier will supply the Group and work with it to develop driver and passenger
monitoring systems. Pursuant to the agreement, in 2020 the Group paid an amount equivalent to 2,780 thousand
euros, which it is planned will be transformed into a convertible loan and, subsequently, into a minority equity
stake in this Israeli company. This is dependent on certain conditions being met and the occurrence of certain
events, which was not the case at the end of 2021. Consequently, at 31 December 2022 this consideration is
recognised as “Other financial assets-Deposits and guarantees given” under “Non-current assets” in the
accompanying consolidated statement of financial position at that date, given the intended long-term relationship
with this third party and any resulting investment, as the case may be.

(10) INVENTORIES

The Group's inventories at 31 December 2022 and 2021 were as follows:


- 60 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
31/12/22 31/12/21

Raw materials and supplies 262,286 251,867


Other supplies 1,223 440
Merchandise 17,085 18,694
Work-in-process and semi-finished goods 41,271 35,306
Project tools 235,370 182,698
Finished products 79,958 78,483
By-products, waste and recoverable materials 9 23
Advances to suppliers 10,590 10,256
Impairment provisions (26,343) (29,358)
621,449 548,409

Project tools-

The balances of this item at 31 December 2022 and 2021 correspond to the costs incurred by the Group on the
project tools being manufactured at said dates. At 31 December 2022 and 2021, the Group had billed to pertinent
customers approximately 166 and 132 million euros, respectively, as advances, which are recorded as current
liabilities under the “Trade and other payables” heading in the accompanying consolidated statement of financial
position.

The Directors of the Parent consider that the income in respect of the sale of practically all the project tools being
manufactured at 31 December 2022 will be realised in 2023.

Insurance policy-

The Group takes out insurance policies to cover the possible risks to which practically all its inventories are
exposed. In the opinion of the Parent's Directors, the cover provided by the policies taken out at 31 December
2022 is sufficient.

(11) OTHER RECEIVABLES

The composition of other receivables in the consolidated statement of financial position at 31 December 2022 and
2021 is as follows:

Thousands of Euros
31/12/22 31/12/21

Sundry receivables, personnel and prepaid expenses 35,855 31,345


Public Administrations-
Tax receivables (Note 19) 84,485 70,149
Receivable from public authorities for grants awarded 2,121 2,720
Other receivables from public authorities 4,682 4,741
91,288 77,610
127,143 108,955

(12) CASH AND CASH EQUIVALENTS

This heading of the consolidated statement of financial position includes the Group's cash (cash and current bank
accounts) and short-term deposits, which are not significant (10,639 thousand euros at 31 December 2022). The
book values of these assets are the same as their fair value.
- 61 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(13) EQUITY

Share capital-

The Parent's share capital at 31 December 2022 and 2021 comprised 8,023,241 registered shares (of a single class
and series), with a par value of 4.67 euros, fully subscribed and paid up.

At 31 December 2022 and 2021, all the share capital of the Parent was held directly or indirectly by Avot
Inversiones, S.L. (parent of the Parent's current and previous shareholders), a company whose Registered offices
are in Burgos and whose owners are members of the Antolin family (see Note 1). All the Grupo Antolin-Irausa,
S.A.U. shares carry the same voting and dividend rights, although they are distinguished by their transfer regime.

At 31 December 2022, all Parent shares were pledged in guarantee of compliance with the obligations deriving
from the secured bonds issued in 2021 and 2018 by the Parent, as well as the financing agreement known as the
“Senior Facilities Agreement” that the Parent executed with several financial institutions, the loan granted by the
European Investment Bank (EIB) and a loan granted by the Compañía Española de Financiación del Desarrollo
(COFIDES), which adhered to the “Intercreditor Agreement”, that governs relations among the Group's financial
creditors (see Note 17).

Additional paid-in capital-

The revised text of the Spanish Corporate Enterprise Act expressly allows the use of the additional paid-in capital
balance to increase share capital and establishes no specific restrictions as to its use.

Other reserves of the Parent-

This heading in the consolidated statement of financial position at 31 December 2022 and 2021 includes the
following reserves:

Legal reserve-

The revised text of the Spanish Corporate Enterprise Act stipulates that 10% of the net profits of the year must be
appropriated to the legal reserve until it reaches at least 20% of share capital. At 31 December 2022 and 2021, the
legal reserve amounted to 7,494 thousand euros (equivalent to 20% of the Parent's share capital).

The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below
10% of the increased share capital amount. Otherwise, whereas the legal reserve does not exceed 20% of share
capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

Capitalisation reserve-

The Parent's “Capitalisation reserve” at 31 December 2022 and 2021 amounted to 5,800 thousand euros. This
reserve was established in compliance with Law 27/2014, of 27 November, on Corporate Income Tax and is
restricted for 5 years from the end of the year to which the reduction in the final taxable income for corporate
income tax corresponds (consequently, 2,000 thousand euros are restricted until 31 December 2022 and 2,000
thousand euros are restricted until 31 December 2021, while 1,800 thousand euros are no longer restricted as of
31 December 2020). The amount matches that by which the final tax base applied was reduced for this item in the
Spanish consolidated tax group's corporate income tax return for 2015, 2016 and 2017.

Other reserves-

The balance under this heading at 31 December 2022 includes losses carried forward from previous financial years
(258,057 thousand euros) and other unrestricted reserves of the Parent.
- 62 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Distribution of dividends-

Dividends distributed in 2022 and 2021-

The Parent did not distribute any dividends to its sole shareholder in 2022.

On 20 July 2021, the Parent's Sole Shareholder resolved to distribute a dividend against unrestricted reserves
amounting to 12,000 thousand euros.

Restrictions on the distribution of dividends-

As indicated in Note 17, on 21 March 2014 the Parent executed a “Senior Facility Agreement” with major Spanish
and international financial institutions, which has been successively amended and novated; the last novation of
which took place in December 2021. Under this agreement, the Group obtained financing by means of a syndicated
loan (“Loan Facility”) (whose outstanding balance at 31 December 2022 was 369.587 thousand euros) and a multi-
currency Revolving Credit Facility with an initial limit of 200 million euros (193,550 thousand euros at 31 December
2022). In addition, an “Intercreditor Agreement” was executed to govern relations among creditors: bond holders,
financial entities, the European Investment Bank (EIB), which adhered in 2018, and the Compañía Española de
Financiación de Desarrollo (COFIDES), which adhered in 2021 as a result of the financing granted to the Group.
These financing agreements allow the distribution of dividends provided certain requirements are met. These
include:

- If the Group's debt-equity ratio is less than 3.50 but higher than 2.50, the dividends distributed may not
exceed 25% of its consolidated net profit.

- If the Group's debt-equity ratio is less than 2.50, the dividends distributed may not exceed 50% of its
consolidated net profit.

Capital management-

The Group's capital management focuses on achieving a financial structure that optimises the cost of capital to
ensure a sound financial position. This policy enables value creation for shareholders to be compatible with access
to financial markets at a competitive cost to cover the needs for refinancing debt and financing the investment
plan not covered by the funds generated by the business.

In this regard, in line with standard practice in the business world and in the industry in which it operates, the
Group uses the following ratios to analyse its situation:

• Financial leverage (Net borrowing/net equity attributable to the Parent): The Group's ratio at 31 December
2021 was 1.52. At the end of 2022, it was 2.23.

• Debt-to-income (Net borrowing/EBITDA): The Group's ratio at 31 December 2021 was 3.51. At the end of 2022,
it was 3.46 taking into account the one-off adjustment and the synergies associated with the transformation
plan (3.66 if the aforementioned adjustments are not taken into account).

• Interest coverage (EBITDA/Net Finance Income): The Group's ratio at 31 December 2021 was 6.46. At the end
of 2022, it was 6,53 taking into account the one-off adjustment and the synergies associated with the
transformation plan (6.16 if the aforementioned adjustments are not taken into account).

As stated in Note 17, the Group has been granted loans by third parties, which require that certain specific financial
ratios be fulfilled.
- 63 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Contribution of the consolidated companies to the Group's reserves and


translation differences-

A breakdown, by company, of the balances recorded under “Reserves in fully or proportionally accounted
companies”, “Reserves in companies accounted for using the equity method” and “Translation differences” in the
accompanying consolidated statement of financial position at 31 December 2022 and 2021 is as follows:

Thousands of Euros
Reserves in Consolidated
Companies Translation Differences
Company 31/12/22 31/12/21 31/12/22 31/12/21

Fully consolidated companies-


Grupo Antolin-Irausa, S.A.U. (a) (44,470) (177,727) (14,637) (14,573)
Grupo Antolin-Dapsa, S.A.U. 1,968 2,935 - -
Grupo Antolin-Aragusa, S.A.U. 38,836 40,506 - -
Grupo Antolin-Eurotrim, S.A.U. 15,543 15,456 - -
Grupo Antolin-RyA, S.A.U. 28,594 28,786 - -
Grupo Antolin-Autotrim, S.A.U. 47,668 49,502 - -
Grupo Antolin-Plasbur, S.A.U. 44,108 44,647 - -
Grupo Antolin-Lusitânia, S.A. 16,246 18,358 - -
Grupo Antolin-Ingeniería, S.A.U. 19,541 41,017 (425) (425)
Antolin Deutschland, GmbH (93,720) (61,918) - -
Grupo Antolin Bohemia, a.s. (b) (31,038) (25,410) 2,009 565
Grupo Antolin North America, Inc. (55,899) (2,457) 23,763 8,552
Grupo Antolin-IGA, S.A.S. (b) (57,768) (54,386) - -
Grupo Antolin-France, S.A.S. 12,674 (16,553) - -
Grupo Antolin Turnov, s.r.o. 82,717 81,680 2,997 2,078
Grupo Antolin-Kentucky, Inc. 36,780 48,270 (3,105) (1,399)
Ototrim Panel Sanayi ve Ticaret, A.S. 70,486 61,648 (33,413) (29,741)
Grupo Antolin-Silao, S.A. de C.V. 39,770 40,641 (15,826) (19,847)
Trimtec, Ltda. (b) (105,755) (105,126) (15,158) (15,046)
Iramec Autopeças, Ltda. 2,986 3,509 (437) (393)
Intertrim, Ltda. (17,100) (13,702) (6,707) (6,733)
Grupo Antolin-South Africa, Ltd. 1,427 1,510 (3,376) (3,308)
Grupo Antolin-India PTV, Ltd. (b) 9,835 9,001 (7,411) (5,917)
Grupo Antolin-Leamington, Ltd. (b) 14,694 15,121 (6,431) (6,697)
Grupo Antolin-Logistik Deutschland, GmbH 36,192 36,225 - -
Grupo Antolin-Vosges, S.A.S. (b) (22,065) (22,319) - -
Grupo Antolin-Glass, S.A.U. 1,526 1,760 - -
Grupo Antolin-Navarra, S.A.U. 15,693 16,620 - -
Grupo Antolin-Saint Petersburg (b) (35,825) (36,108) (5,345) (5,615)
Antolin Tanger, S.A.R.L. (6,863) (6,644) (268) 536
Grupo Antolin-Cambrai, S.A.S. (b) (73,772) (69,537) - -
Grupo Antolin Ostrava, s.r.o. 24,714 24,115 17 (325)
Grupo Antolin-Bratislava, s.r.o. (2,800) (4,291) 713 713
Grupo Antolin-Michigan, Inc. 82,663 74,048 1,604 736
Grupo Antolin-Illinois, Inc. 87,431 85,317 5,086 5,016
Grupo Antolin-Bamberg, GmbH & Co. KG (5,208) (5,582) - -
Grupo Antolin-Besançon, S.A.S. 20,571 43,192 - -
Grupo Antolin-Gestión de Inversiones, S.L.U. (9,847) (9,844) - -
Antolin Shanghai Autoparts Co., Ltd. 28,837 34,730 5,892 5,438
Chongqing Antolin Tuopu Overhead System Co., Ltd. - 17,163 - 549
Grupo Antolin-Saltillo, S. de R.L. de C.V. 24,885 25,304 (961) (5,519)
Grupo Antolin-Primera Automotive Systems, LLC 14,200 14,831 235 (288)
Antolin China Investment Co., Ltd. 45,642 27,298 (1,459) 2,925
Guangzhou Antolin Lighting Co, Ltd. 21,977 15,227 170 938
Guangzhou Antolin Auto-Parts Co., Ltd. 3,175 6,964 2,024 1,721
Grupo Antolin-UK, Ltd. 693 939 848 943
Grupo Antolin-Missouri, LLC 11,171 12,197 1,047 509
Antolin Avtotechnika Nizhny Nóvgorod, Ltd. (b) (9,955) (9,824) (3,448) (3,335)
Grupo Antolin-Tlaxcala, S. de R.L. de C.V. 2,471 4,571 (3,508) (6,184)
Grupo Antolin-Valplas, S.A.U. (b) (14,010) (10,985) - -
Antolin Interiors UK, Ltd. (b) (121,630) (114,129) (24,486) (25,872)
Antolin Interiors USA, Inc. (b) (38,613) (15,568) 1,651 3,014
Antolin Interiors Mexico, S.A. de C.V. 24,575 35,954 (3,322) (11,571)
Antolin Ebergassing, GmbH 40,642 42,868 - -
Antolin Süddeutschland, GmbH 22,671 22,661 - -
- 64 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Reserves in Consolidated
Companies Translation Differences
Company 31/12/22 31/12/21 31/12/22 31/12/21
Antolin Hungary, Kft. (11,784) (8,443) - -
Antolin Straubing, GmbH 11,377 11,455 - -
Suzhou Antolin Automotive Interiors Co., Ltd. 5,577 724 614 1,647
Antolin Silesia, Sp. zo.o. 5,887 5,926 (5,896) (5,249)
Changshu Antolin Automotive Interiors Co., Ltd. 7,781 5,515 444 544
Antolin Austria Holding, GmbH (30,170) (30,097) - -
CML Technologies, GmbH & Co. KG 4,427 4,427 - -
Plastimat Hungary, Kft. 4,643 4,361 - -
Changchun Antolin Automotive Interiors Co., Ltd. 138 4,581 1,482 1,393
Beijing Antolin Automotive Interiors Co., Ltd. 6,335 5,970 86 270
Grupo Antolin-Sibiu, S.R.L. (7,533) (5,198) (2,009) (1,740)
Antolin Liban, s.r.o. (8,046) (1,924) 4,266 2,358
Cidut, S.L.U. 611 672 - -
Antolin Alabama, Inc. (b) (24,142) (16,968) (2,086) (579)
Antolin Shelby, Inc. 5,454 1,193 1,065 385
Spartanburg Assembly, Inc. - (68,108) - (662)
Broomco (3051), Ltd (3,511) (3,235) (552) (146)
Grupo Antolin-Italia, S.r.l. (b) (14,659) (14,659) - -
Antolin Massen, GmbH (b) (14,972) (4,991) - -
Antolin Trnava, s.r.o. (b) (26,294) (23,382) - -
Irauto, S.A. (b) (5,366) (5,236) (3,067) (3,610)
Other companies (13,156) (6,931) 3,765 988
139,861 138,113 (103,555) (132,956)

Proportionally consolidated companies-


International Door Company, B.V. 9,273 8,973 (450) (450)

Companies accounted for using the equity method-


Slovakian Door Company, s.r.o. 1,311 1,139 - -
Dongwon Technology Co., Ltd. 8,030 8,021 4 4
Krishna Grupo Antolin Private, Ltd. 7,186 6,288 (1,944) (1,644)
Dongfeng Antolin (Wuhan) Automotive Trim, Co., Ltd. - (1,710) - (82)
Walter Pack, S.L. 1,168 213 - -
AED Innovation Group, S.L. (57) (108) - -
17,638 13,843 (1,940) (1,722)
Total 166,772 160,929 (105,945) (135,128)

(a) These figures are for the reserves of consolidated companies attributable to the Parent following the consolidation process
(eliminating dividends received, etc.).
(b) In recent financial years the Group has implemented an efficiency programme and measures to improve the performance of
these consolidated subsidiaries with the medium-term goal of reversing the recurring losses currently being reported by most
of them. In general, this is being or is expected to be achieved. Others are going through the start-up of their activities or the
launch of new projects.
- 65 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Contribution of the consolidated companies to profit and loss for 2022 and
2021 attributable to the Parent-

The contribution of each of the consolidated companies to the 2022 and 2021 profit and loss attributable to the
Parent is as follows:

Thousands of Euros
2022 2021
Profit/(loss) Profit/(loss)
Attributable Profit/(loss) Attributable Profit/(loss)
Consolidated to Non- Attributable Consolidated to Non- Attributable
Profit/(loss) controlling to the Profit/(loss) controlling to the
Company for 2022 Interests Parent for 2021 Interests Parent

Fully consolidated companies-


Grupo Antolin-Irausa, S.A.U. (25,096) - (25,096) (8,929) - (8,929)
Grupo Antolin-Dapsa, S.A.U. (4,304) - (4,304) (967) - (967)
Grupo Antolin-Aragusa, S.A.U. (444) - (444) (1,671) - (1,671)
Grupo Antolin-Eurotrim, S.A.U. 627 - 627 387 - 387
Grupo Antolin-RyA, S.A.U. 2,772 - 2,772 1,007 - 1,007
Grupo Antolin-Autotrim, S.A.U. (2,249) - (2,249) (1,834) - (1,834)
Grupo Antolin-Plasbur, S.A.U. (1,403) - (1,403) (539) - (539)
Grupo Antolin-Navarra, S.A.U. (1,571) - (1,571) (927) - (927)
Grupo Antolin-Glass, S.A.U. 75 - 75 66 - 66
Grupo Antolin-Valplas, S.A.U. (a) (1,690) - (1,690) (3,026) - (3,026)
Grupo Antolin-Ingeniería, S.A.U. 2,426 - 2,426 (11,476) - (11,476)
ASH Reciclado de Techos, S.L. (266) - (266) (146) - (146)
Grupo Antolin-Lusitânia, S.A. (1,536) - (1,536) 1,387 - 1,387
Grupo Antolin Bohemia, a.s. (a) (18,259) - (18,259) (5,628) - (5,628)
Grupo Antolin-IGA, S.A.S. (a) (7,737) - (7,737) (3,381) - (3,381)
Grupo Antolin-France, S.A.S. (2,623) - (2,623) 4,227 - 4,227
Grupo Antolin Turnov, s.r.o. 2,221 - 2,221 1,037 - 1,037
Ototrim Panel Sanayi ve Ticaret, A.S. 13,194 (6,597) 6,597 17,098 (8,549) 8,549
Grupo Antolin-Silao, S.A. de C.V. 4,854 - 4,854 (26,944) - (26,944)
Grupo Antolin-Tlaxcala, S. de R.L. de C.V. 5,837 - 5,837 5,969 - 5,969
Trimtec, Ltda. 2,455 - 2,455 (629) - (629)
Iramec Autopeças, Ltda. 99 (49) 50 (1,046) 523 (523)
Intertrim, Ltda. (a) (812) 119 (693) (2,931) 431 (2,500)
Grupo Antolin-India Private PVT, Ltd. 2,720 - 2,720 833 - 833
Grupo Antolin-Leamington, Ltd. (12,242) - (12,242) (427) - (427)
Grupo Antolin-Logistik Deutschland, GmbH 880 - 880 (4,656) - (4,656)
Grupo Antolin-Vosges, S.A.S. 742 - 742 254 - 254
Antolin Shanghai Autoparts Co. Ltd. 1,002 - 1,002 1,330 - 1,330
Antolin Tanger, S.A.R.L. 1,054 - 1,054 831 - 831
Grupo Antolin-Bratislava, s.r.o. (a) (5,231) - (5,231) 1,491 - 1,491
Grupo Antolin-Cambrai, S.A.S. (a) (8,722) - (8,722) (4,235) - (4,235)
Grupo Antolin-Illinois, Inc. (a) (2,079) - (2,079) 2,114 - 2,114
Grupo Antolin-Kentucky, Inc. (a) (41,673) - (41,673) (12,887) - (12,887)
Grupo Antolin-Michigan, Inc. (a) (19,294) - (19,294) 8,615 - 8,615
Grupo Antolin-Missouri, LLC (282) - (282) 3,720 - 3,720
Grupo Antolin-Saltillo, S. de R.L. de C.V. (a) (4,744) - (4,744) 350 - 350
Guangzhou Antolin Lighting Co, Ltd. 6,762 - 6,762 6,750 - 6,750
Antolin Deutschland, GmbH 120 - 120 (678) - (678)
Grupo Antolin Ostrava, s.r.o. (a) (1,599) - (1,599) 599 - 599
Grupo Antolin-Bamberg, GmbH & Co. KG 3,701 - 3,701 2,832 - 2,832
CML Technologies, GmbH & Co. KG 678 - 678 614 - 614
Grupo Antolin-Besançon, S.A.S. 1,287 - 1,287 2,379 - 2,379
Guangzhou Antolin Auto-Parts Co., Ltd. 400 - 400 254 - 254
Grupo Antolin-Saint Petersburg (a) (24,122) - (24,122) 284 - 284
Grupo Antolin-Primera Automotive Systems, LLC 1,312 (669) 643 1,564 (798) 766
Grupo Antolin-Gestión de Inversiones, S.L.U. (8) - (8) (3) - (3)
Antolin Avtotechnika Nizhny Nóvgorod, Ltd. (a) (1,861) - (1,861) (132) - (132)
Antolin China Investment Co., Ltd. 458 - 458 956 - 956
Antolin Austria Holding, GmbH (113) - (113) (73) - (73)
Changshu Antolin Automotive Interiors Co., Ltd. 5,169 (2,068) 3,101 4,065 (1,865) 2,200
Changchun Antolin Automotive Interiors Co., Ltd. 9,621 (3,848) 5,773 6,721 (2,688) 4,033
Antolin Ebergassing, GmbH (a) (11,371) - (11,371) (2,226) - (2,226)
Plastimat Hungary, Kft. 1,980 (515) 1,465 1,380 (359) 1,021
Antolin Süddeutschland, GmbH (a) (7,155) - (7,155) (29,753) - (29,753)
Antolin Interiors UK, Ltd. (a) (27,139) - (27,139) (7,501) - (7,501)
Antolin Interiors Mexico, S.A. de C.V. 823 - 823 (11,379) - (11,379)
Antolin Interiors USA, Inc. 6,581 - 6,581 (23,062) - (23,062)
- 66 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
2022 2021
Profit/(loss) Profit/(loss)
Attributable Profit/(loss) Attributable Profit/(loss)
Consolidated to Non- Attributable Consolidated to Non- Attributable
Profit/(loss) controlling to the Profit/(loss) controlling to the
Company for 2022 Interests Parent for 2021 Interests Parent
Antolin Straubing, GmbH 1,837 - 1,837 2,455 - 2,455
Suzhou Antolin Automotive Interiors Co., Ltd. 5,537 - 5,537 4,853 - 4,853
Antolin Silesia, Sp. zo.o. (a) (5,085) - (5,085) (40) - (40)
Antolin Trnava, s.r.o. (a) (9,446) - (9,446) (3,027) - (3,027)
Antolin Massen, GmbH (a) (11,738) - (11,738) (9,981) - (9,981)
Antolin Shelby, Inc. 5,833 - 5,833 7,109 - 7,109
Grupo Antolin-Sibiu, S.R.L. (a) (6,118) - (6,118) (2,335) - (2,335)
Beijing Antolin Automotive Interiors Co., Ltd. 1,003 (401) 602 609 (244) 365
Chengdu Antolin Automotive Interiors Co., Ltd. 756 (302) 454 833 (333) 500
Grupo Antolin North America, Inc. 2,627 - 2,627 11,471 - 11,471
NHK Antolin (Thailand) Co., Ltd. 1,011 - 1,011 1,542 - 1,542
Shenyang Antolin Auto Parts Co., Ltd. 3,782 - 3,782 2,583 - 2,583
Antolin Liban, s.r.o. (a) (34,749) - (34,749) (6,122) - (6,122)
Antolin Hungary, Kft. (a) (8,205) - (8,205) (4,080) - (4,080)
Antolin Alabama, Inc. 510 - 510 (7,174) - (7,174)
Antolin Spartanburg Assembly, Inc. (a) - - - (4,269) - (4,269)
Irauto, S.A. (2,442) - (2,442) (130) - (130)
Other companies (1,947) (244) (2,191) 21,230 (643) 20,587
(212,609) (14,574) (227,183) (72,445) (14,525) (86,970)
Proportionally consolidated companies-
International Door Company, B.V. 206 - 206 300 - 300

Companies accounted for using the equity method-


Slovakian Door Company, s.r.o. (807) - (807) 38 - 38
Dongwon Technology Co., Ltd. 495 - 495 9 - 9
Krishna Grupo Antolin Private, Ltd. 864 - 864 898 - 898
Dongfeng Antolin (Wuhan) Automotive Trim Co., Ltd. - - - 402 - 402
Walter Pack, S.L. 1,543 - 1,543 955 - 955
AED Innovation Group, S.L. (680) - (680) 55 - 55
1,415 - 1,415 2,357 - 2,357
Total (210,988) (14,574) (225,562) (69,788) (14,525) (84,313)

(a) Many of these companies were effected in 2021 by the negative impact of the global economic situation. In recent financial years the
Group has implemented an efficiency programme and measures to improve the performance of some of these consolidated subsidiaries
with the medium-term goal of reversing the trend for recurring losses. This is being achieved in some cases. Others are starting up their
activities, expanding their installations or launching new projects.

Valuation adjustments-

The balances of this heading at 31 December 2022 and 2021 in the accompanying consolidated statement of
financial position include net changes in the fair value of:

- Actuarial gains and losses (see Note 16).


- Translation differences.

The movements in these items during the financial years ended 31 December 2022 and 2021 were as follows:
Thousands of Euros
Amounts Change in Amounts Change in
Balance at Transferred Fair Value, Balance at Transferred Fair Value, Balance at
31/12/20 to Income Net 31/12/21 to Income Net 31/12/22
Actuarial gains and losses (a) (7,864) - 1,635 (6,229) - 3,007 (3,222)
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Balance at 31 Balance at 31 Balance at 31
December December December
Translation Differences 2020 Net Change 2021 Disposals Transfer Net Change 2022

Net translation differences in fully or


proportionally accounted companies (222,355) 53,069 (169,286) (1,415) (270) 26,432 (144,539)
Less - Translation differences attributable to
non-controlling interests 35,747 133 35,880 557 - 4,097 40,534
(186,608) 53,202 (133,406) (858) (270) 30,529 (104,005)
Net translation differences in companies
accounted for using the equity method (1,802) 80 (1,722) - 270 (488) (1,940)
(188,410) 53,282 (135,128) (858) - 30,041 (105,945)

At 31 December 2022 and 2021, the Group had no financial derivatives designated as cash flow hedges.

Non-controlling interests-

The balance of this heading in the consolidated statement of financial position relates to the equity held by non-
controlling interests in the fully consolidated companies. The balance of “Loss attributable to non-controlling
interests” in the consolidated income statement relates to the non-controlling shareholders' share of profit and
loss for the year.

The movements under this heading in the consolidated statement of financial position in 2022 and 2021 were as
follows:

2022

Thousands of Euros
Acquisition
by the
Group of Profit /(loss)
Non- for 2022
Controlling Attributable
Interests to Non-
Opening (Notes 1 Controlling Translation Closing
Company Balance Dividends Reductions and 2-g) Additions Interests Differences Balance
Ototrim Panel Sanayi ve Ticaret, A.S. 12,360 (3,549) - - - 6,597 166 15,574
Iramec Autopeças, Ltda. (5,586) - - - - 49 (44) (5,581)
Intertrim, Ltda. (2,927) - - - - (119) 902 (2,144)
Chongqing Antolin Tuopu Overhead System Co., Ltd. (a) 1,041 - (1,041) - - - - -
Keyland Sistemas de Gestión, S.L. 260 - - - - (48) - 212
Keyland México, S. de R.L. de C.V. 80 - - - - 4 12 96
Grupo Antolin-Primera Automotive Systems, LLC 7,865 (420) - - - 669 (488) 7,626
Dongfeng Antolin (Wuhan) Overhead Systems, Ltd. 1,153 - - (1,153) - - - -
Plastimat Hungary, Kft. 2,495 (130) - - - 515 (130) 2,750
Changchun Antolin Automotive Interiors Co., Ltd. (b) 25,825 (2,284) - - - 4,249 (4,010) 23,780
Changshu Antolin Automotive Interiors Co., Ltd. (c) 15,491 (605) - - - 2,695 155 17,736
Chengdu Antolin Automotive Interiors Co., Ltd. 851 - - - - 302 (27) 1,126
Antolin Chongqing Auto Interiors Trim Systems, Co. Ltd. 1,364 - - - - (310) (19) 1,035
Wuhan Donghuan Antolin Auto Parts Co., Ltd. 182 - - - - (29) (8) 145
Chongqing Zhenneng Antolin Auto Parts Co., Ltd. 44 - - - - (14) 1 31
Shanghai Antolin-Naen Automotive Electronics Co., Ltd. 389 - - - 207 (491) 3 108
NHK Antolin (Thailand) Co., Ltd. 4,487 (639) - - - 505 168 4,521
65,374 (7,627) (1,041) (1,153) 207 14,574 (3,319) 67,015
- 68 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

2021

Thousands of Euros
Profit /(loss)
for 2021
Dividends Attributable to
Opening and Other Non-Controlling Translation Closing
Company Balance Additions Retirements Items Interests Differences Balance
Ototrim Panel Sanayi ve Ticaret, A.S. 17,041 - - (5,623) 8,549 (7,607) 12,360
Iramec Autopeças, Ltda. (5,025) - - - (523) (38) (5,586)
Intertrim, Ltda. (2,508) - - - (431) 12 (2,927)
Mexican Door Company, S.R.L. de C.V. 1,814 - (1,814) (2,368) - 2,368 -
Chongqing Antolin Tuopu Overhead System Co., Ltd. (a) 1,323 - - (487) 77 128 1,041
Keyland Sistemas de Gestión, S.L. 170 - - - 90 - 260
Keyland Mexico, S. de R.L. de C.V. 69 - - - 7 4 80
Grupo Antolin-Primera Automotive Systems, LLC 7,322 - - (862) 798 607 7,865
Dongfeng Antolin (Wuhan) Overhead Systems, Ltd. 1,265 - - - (243) 131 1,153
Plastimat Hungary, Kft. 2,396 - - (260) 359 - 2,495
Changchun Antolin Automotive Interiors Co., Ltd. (b) 20,421 - - - 2,932 2,472 25,825
Changshu Antolin Automotive Interiors Co., Ltd. (c) 17,110 10 - (5,242) 1,865 1,748 15,491
Chengdu Antolin Automotive Interiors Co., Ltd. 447 - - - 333 71 851
Antolin Chongqing Auto Interiors Trim Systems, Co. Ltd. Ltd. 709 681 - - (101) 75 1,364
Wuhan Donghuan Antolin Auto Parts Co., Ltd. (86) - - 67 199 2 182
Chongqing Zhenneng Antolin Auto Parts Co., Ltd. 50 - - (6) (9) 9 44
Shanghai Antolin Naen Automotive Electronics Co., Ltd. - 545 - - (147) (9) 389
NHK Antolin (Thailand) Co., Ltd. - 3,823 - - 770 (106) 4,487
62,518 5,059 (1,814) (14,781) 14,525 (133) 65,374

(a) Corresponds to the consolidated book value of the subgroup which this company heads, including the percentage attributable to
non-controlling interests in the consolidated subsidiaries Hangzhou Antolin Tuopu Overhead System Co., Ltd. and Harbin Antolin
Tuopu Overhead System Co., Ltd. This subgroup was disposed of in 2022 (see Notes 1 and 2-g).
(b) Corresponds to the consolidated book value of the subgroup which this company heads, including the percentage attributable to
non-controlling interests in the consolidated subsidiary Beijing Antolin Automotive Interiors Co., Ltd.
(c) Corresponds to the consolidated book value of the subgroup which this company heads, including the percentage attributable to
non-controlling interests in the consolidated subsidiaries Changshu Antolin Auto-Parts Co., Ltd. and Ningbo Antolin Auto Parts Co.,
Ltd.

An itemised analysis, by consolidated subsidiary, of the balance of this heading at 31 December 2022 is as follows:

Thousands of Euros
Reserves and
(Prior Years Profit/(Loss) Translation
Company Share Capital Losses), Net for 2022 Differences Total

Ototrim Panel Sanayi ve Ticaret, A.S. 11,357 34,753 6,597 (37,133) 15,574
Iramec Autopeças, Ltda. 4,810 (8,011) 49 (2,429) (5,581)
Intertrim, Ltda. 1,678 (2,349) (119) (1,354) (2,144)
Keyland Sistemas de Gestión, S.L. 250 10 (48) - 212
Keyland Mexico, S. de R.L. de C.V. - 90 4 2 96
Grupo Antolin-Primera Automotive Systems, LLC 25 6,457 669 475 7,626
Plastimat Hungary, Kft. 1,560 675 515 - 2,750
Changchun Antolin Automotive Interiors Co., Ltd. 5,348 14,372 4,249 (189) 23,780
Changshu Antolin Automotive Interiors Co., Ltd. 9,612 5,417 2,695 12 17,736
Chengdu Antolin Automotive Interiors Co., Ltd. 1,292 (511) 302 43 1,126
Antolin Chongqing Auto Interiors Trim Systems, Co., Ltd. 2,240 (939) (310) 44 1,035
Wuhan Donghuan Antolin Auto Parts Co., Ltd. 248 (81) (29) 7 145
Chongqing Zhenneng Antolin Auto Parts Co., Ltd. 62 (24) (14) 7 31
Shanghai Antolin-Naen Automotive Electronics Co., Ltd. 745 (147) (491) 1 108
NHK Antolin (Thailand) Co., Ltd. 2,631 1,405 505 (20) 4,521
41,858 51,117 14,574 (40,534) 67,015
- 69 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The non-controlling interests with holdings of more than 5% in the share capital of any subsidiary are as follows:

Percentage
Subsidiary Non-Controlling Interest Held

Ototrim Panel Sanayi ve Ticaret, A.S. SKT Yedek Parça ve Makina Sanayi ve Ticaret, A.S. 50.00
Iramec Autopeças, Ltda. Küster Holding, GmbH (a) 50.00
Intertrim, Ltda. Luiz Rodovil Rossi 14.72
Keyland Sistemas de Gestión, S.L. Vector Software Factory, S.L. 50.00
Keyland Mexico, S. de R.L. de C.V. Vector Software Factory, S.L. (b) 50.00
Grupo Antolin-Primera Automotive Systems, LLC Crown Automotive Systems, LLC 51.00
Plastimat Hungary, Kft. Summit D & V Autóipari Gyártó és Szerelő Korlátolt Felelősségű 26.00
Társaság (d)
Changchun Antolin Automotive Interiors Co., Ltd. Changshu Automotive Trim Co., Ltd. (c) 40.00
Changshu Antolin Automotive Interiors Co., Ltd. Changshu Automotive Trim Co., Ltd. (c) 40.00
Chengdu Antolin Automotive Interiors Co., Ltd. Changshu Automotive Trim Co., Ltd. (c) 40.00
Antolin Chongqing Auto Interiors Trim Systems, Co., Ltd. Changshu Automotive Trim Co., Ltd. (c) 49.00
Wuhan Donghuan Antolin Auto Parts Co., Ltd. Wuhan Donghuan Auto Cab System Co., Ltd. (c) (c) 49.00
Chongqing Zhenneng Antolin Auto Parts Co., Ltd. Chongqing Guangneng Rongneng Automotive Trim Co., Ltd. (c) 50.00
(c)
Shanghai Antolin-Naen Automotive Electronics Co., Ltd. Shanghai Naen Auto Technology Co., Ltd. (c) 49.00
NHK Antolin (Thailand) Co., Ltd. NHK Spring Co. Ltd. 50.00

(a) Holding held indirectly via International Door Company, B.V.


(b) Holding held indirectly via Keyland Sistemas de Gestión, S.L.
(c) Holdings held indirectly via Antolin China Investment Co., Ltd.-
(d) Holding held indirectly via Antolin Hungary, Kft.

(14) EARNINGS PER SHARE

Basic earnings/(loss) per share-

Basic earnings/(loss) per share are calculated by dividing the net profit attributed to the holders of equity
instruments in the Parent by the weighted average number of shares outstanding during that year, excluding the
average number of treasury shares held during the year.

An analysis of basic earnings/(loss) per share is as follows:

Thousands of Euros
2022 2021

Earnings/(loss) for the year attributed to holders of net equity instruments in


the Parent (thousand euros) (225,562) (84,313)
Weighted average number of shares outstanding in the year (thousand
shares) 8,023 8,023
Basic earnings/(loss) per share (euros) (28.11) (10.51)

The weighted average number of shares outstanding at 31 December 2022 and 2021 was 8,023,241.

Diluted earnings/(loss) per share-

Diluted earnings/(loss) per share are calculated in much the same way as basic earnings per share, but the
weighted average number of shares outstanding is adjusted to take into account the potential diluting effect of
the share options, warrants and convertible debt current at the year-end.

At 31 December 2022 and 2021, diluted earnings/(loss) per share were the same as basic earnings/(loss) per share
as the Group had no diluting instruments.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(15) GRANTS

The movements in this heading in the consolidated statement of financial position in the financial years 2022 and
2021 were as follows:

Thousands of
Euros

Balance at 31 December 2020 4,261


Income recognised in the year (880)
Grants awarded during 2021 2,182
Other items (18)
Balance at 31 December 2021 5,545
Income recognised in the year (939)
Grants awarded during 2022 487
Other items (15)
Balance at 31 December 2022 5,078

These non-refundable grants were awarded by Romanian, Spanish, French, German, South African, Chinese, Italian
and Hungarian public bodies to finance certain investments made by the Group in a number of production plants.

In order for these grants to qualify as non-refundable, the companies receiving them must fulfil a number of
general and specific conditions, such as making the approved investments, creating and maintaining a given
number of jobs and evidencing a certain level of capital and reserves at the end of a specified period. The Parent's
Directors consider that all the general and specific conditions established in the respective Individual Grant
Resolutions relating to the capital grants made to the consolidated companies have been and/or will be met.

Capital grants received by the Group at 31 December 2022 will be taken to income as follows:

Released to Thousands of
Income Euros
In one year 903
Between one and five years 3,040
After five years 1,135
5,078

(16) CURRENT AND NON-CURRENT PROVISIONS

The movements in this heading in the consolidated statement of financial position in the financial years ended 31
December 2021 and 2022 were as follows:
- 71 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Non-Current Provisions
Provisions for
Pension
Commitments Other Current
and Similar Provisions Total Provisions

Balances at 31 December 2020 27,346 60,337 87,683 31,497


Taken to income for the year 1,255 28,264 29,519 8,872
Transfers between accounts - 2,053 2,053 (2,053)
Reversals credited to income for the year - (16,051) (16,051) (1,400)
Provisions applied - (7,158) (7,158) (16,961)
Contributions to the pension plan contracted with an insurance
entity and payments to beneficiaries (3,101) - (3,101) -
Remeasurements recognised (for actuarial gains and losses) 1,635 - 1,635 -
Translation differences and other items (903) 5,435 4,532 5,027
Balances at 31 December 2021 26,232 72,880 99,112 24,982
Taken to income for the year 2,070 30,926 32,996 37,378
Transfers between accounts (948) 9,735 8,787 (8,787)
Reversals credited to income for the year (5,351) (19,719) (25,070) (1,324)
Provisions applied - (16,470) (16,470) (5,323)
Contributions to the pension plan contracted with an insurance
entity and payments to beneficiaries (1,548) - (1,548) -
Remeasurements recognised (for actuarial gains and losses) 2,256 - 2,256 -
Outflows of provisions relating to discontinued operations
(Note 25) - (1,028) (1,028) (366)
Transfers to other accounts in the consolidated statement of
financial position - (3,457) (3,457) (111)
Translation differences and other items 432 (1,774) (1,342) 228
Balances at 31 December 2022 23,143 71,093 94,236 46,677

Provisions for pension commitments and similar-

The balance of this heading at 31 December 2022 corresponds basically to provisions to meet long-term
commitments to personnel (pension commitments to certain current and former employees) in the British, French
and German companies belonging to the “Lighting” business and other German, Austrian, Mexican and Indian
companies. Some of these companies have outsourced their pension liabilities to an insurance company.

The amounts recognised in the consolidated statements of financial position at 31 December 2022 and 2021 were
determined as follows:

Thousands of Euros
31/12/22 31/12/21

Present value of the obligations at the end of the reporting period 37,442 43,492
Fair value of the assets assigned to the plan at the end of the reporting period (14,299) (17,260)
Liability in the consolidated statement of financial position at the end of the
reporting period 23,143 26,232

These amounts have been calculated using appropriate actuarial studies. The technical assumptions applied by the
consolidated subsidiaries (interest rates, mortality tables, accumulated annual CPI, etc.) are in line with the socio-
economic situation of each country (the discounted interest rates used at 31 December 2022 range from 1.10% to
9.48% while at 2021 year-end they ranged from 0.60% to 7.28%).

Other provisions-

The balance of other “Non-current provisions” at 31 December 2022 essentially comprises provisions set up to
meet commitments with the personnel of some of the consolidated companies in addition to those included under
“Provisions for pension commitments and similar” (13,301 thousand euros), some claims by suppliers and/or
customers for retroactive pricing and similar arrangements (15,485 thousand euros), future losses deriving from
onerous contracts which are expected to be incurred in the long term (2,889 thousand euros), as well as provisions
- 72 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

for the reversal or dismantling of assets (12,950 thousand euros), claims by suppliers and/or customers for
warranties (4,024 thousand euros), restructuring (2,028 thousand euros) and for various liabilities incurred during
the normal course of their operations (20,416 thousand euros).

Claims in progress, meanwhile, include proceedings related with tax on operations in several countries, although
it is deemed unlikely that the Group will incur any losses as a result of these and has not recognised a provision for
them at 31 December 2022.

Neither the legal advisers of the Group nor the Directors of the Parent expect any of these proceedings and claims
pending resolution at 31 December 2022 to produce a material impact on the consolidated annual financial
statements for the years in which said proceedings are concluded.

(17) BANK LOANS, DEBENTURES AND OTHER MARKETABLE SECURITIES

The financing facilities granted to the Group by financial institutions and the debentures and bonds issued at 31
December 2022 and 2021 are as follows:

Thousands of Euros
31/12/22 31/12/21
Current Non-Current Current Non-Current
Liabilities Liabilities Total Liabilities Liabilities Total

Debentures and bonds - 630,300 630,300 - 640,000 640,000


Syndicated loan facility 15,727 353,860 369,587 16,127 369,587 385,714
Multi-currency Revolving Credit Facility - - - - - -
EIB loan 20,952 97,619 118,571 14,286 118,571 132,857
COFIDES Loan 400 9,000 9,400 600 9,400 10,000
Other loans 3,003 4,842 7,845 4,286 7,845 12,131
Other credit lines 827 - 827 - - -
Factoring lines 4,092 - 4,092 1,636 - 1,636
Payables under finance leases 51 134 185 48 180 228
Interest payable 4,098 - 4,098 4,051 - 4,051
Less- financial re-measurement (3,337) (8,328) (11,665) (3,357) (11,484) (14,841)
45,813 1,087,427 1,133,240 37,677 1,134,099 1,171,776

The schedule of maturities of this financial debt at 31 December 2022 and 2021, excluding the reduction for
financial re-measurement, is as follows:

Thousands of Euros
Maturing Debt at Debt at
in the Year 31/12/22 31/12/21

2022 - 41,034
2023 49,150 40,132
2024 56,262 56,261
2025 183,906 183,904
2026 440,525 440,524
2027 20,952 20,952
2028 and later 394,110 403,810
1,144,905 1,186,617

Debentures and bonds-

Bond issue effected on 29 June 2021-

On 29 June 2021, the Parent completed the process of placing with qualified and institutional investors an issue of
ordinary long-term bonds totalling 390 million euros. The purpose of this transaction was to obtain funds for the
early redemption of the bonds issued on 10 April 2017, as well as to lengthen the repayment terms of its financing.
The key terms and conditions of this bond issue are:
- 73 -

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

• The amount of the issue was 390 million euros maturing in 7 years (on 30 April 2028).

• The credit rating of the issuer and/or the issue was B/B2.

• The issue's ISIN code is XS2355632584 and the bonds are traded on the Luxembourg Euro MTF market.

• The bonds bear annual interest at 3.50% payable six-monthly.

At 31 December 2022, the bonds were trading at 71.307% (94.499% at 31 December 2021).

The Group redeemed part of these bonds during 2022. Specifically, the Group has redeemed early a nominal
amount of 9,700 thousand euros, posting a gain on this transaction of 3,035 thousand euros. Consequently, at 31
December 2022 the nominal amount of these unredeemed bonds was 380,300 thousand euros.

Bond issue effected on 18 April 2018-

On 18 April 2018, the Parent completed the process of placing with qualified and institutional investors an issue of
ordinary long-term bonds totalling 250 million euros. The key terms and conditions of this bond issue are:

• The amount of the issue was 250 million euros maturing in 8 years (on 30 April 2026).

• The credit rating of the issuer and/or the issue was BB-/Ba3.

• The issue's ISIN code is XS1812087598 and the bonds are traded on the Luxembourg Euro MTF market.

• The bonds bear annual interest at 3.375% payable six-monthly.

At 31 December 2022, the bonds were trading at 81.843% (97.399% at 31 December 2021).

Bond issue placed on 10 April 2017-

On 10 April 2017, the Parent completed the process of placing with qualified and institutional investors an issue of
ordinary long-term bonds totalling 400 million euros.

The Parent redeemed part of these bonds during the first half of 2019. Specifically, the Group redeemed early a
nominal amount of 14,600 thousand euros. Likewise, following the new bond issue on 29 June 2021, the Parent
redeemed early the entire nominal amount pending payment.

Other significant terms of the bond issues effected in 2018


and 2021-

• The bonds are jointly guaranteed by Grupo Antolin-Irausa, S.A.U. and certain subsidiaries of the Group, and, in
addition, a lien on 100% of the shares of the Parent has been established (see Note 13). The guarantor
companies represent 60% of the EBITDA in 2022.

• The issuer of the bonds may redeem all or part of the bonds at any date from 30 April 2021 (for the 2018 issue)
and from 30 April 2024 (for the 2021 issue). Prior to these dates, it may redeem all or part of the bonds subject
to certain conditions. Also, all the bonds may be redeemed at any date if any changes to tax legislation are
introduced whereby the issuers would be required to pay additional amounts for the bonds.

• With respect to these bond issues, an Intercreditor Agreement was signed governing the relations between
creditors (bondholders and the financial institutions of the Senior Facilities Agreement), under which said
creditors will have an equal share in any guarantee issued.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

• Certain limits have been established with respect to the Group's capacity to perform specific operations (the
distribution of dividends, the signing or provision of additional debt guarantees, certain investments and
acquisitions, mergers with other companies, the sale of assets or investments, etc.), subject to some exceptions
and conditions. The Directors of the Parent consider that the Group complies and will comply with these limits
and commitments.

Syndicated loan (“Loan Facility”), and a multi-currency


Revolving Credit Facility-

On 13 March 2014, the Parent signed a “Senior Facilities Agreement” with major Spanish and international financial
institutions under which the Group obtained financing by means of a 200-million-euro syndicated loan (“Loan
Facility”), and a multi-currency Revolving Credit Facility with a 200-million-euro limit. Subsequently, in June 2015
a 200-million-euro extension to the syndicated loan (“Loan Facility”) was agreed, increasing the capital of said loan
to 400 million euros, all of which was drawn by the Parent prior to 31 December 2015.

On 26 October 2016, the group signed a novation of the “Senior Facilities Agreement”, amending the repayment
schedule and extending the final maturity date of the contract to 2021 (originally this was 2020) and the interest
rate was modified (Euribor plus a market spread) thereby reducing the Group's finance costs.

Also, on 27 April 2018, a change to the “Senior Facilities Agreement” (“Amendment and Restatement Agreement”)
was signed, increasing the syndicated loan by 50 million euros, all of which was drawn by the Parent in 2018. The
amount of the loan was 419,204 thousand euros and it was divided into three tranches. In this modification of the
loan a new financial entity became a new lender (HSBC Bank plc), the final maturity of the contract was extended
until 2023, and the repayment schedule was changed as was the interest rate, reducing the cost of this financing.

Additionally, on 3 June 2020 a new amendment of this financing agreement was executed, which allowed the
Group the possibility of additional financing in an aggregate amount of up to 200 million euros.

In 2021 the Parent completed a process to refinance the “Senior Facilities Agreement” (“Amendment and
Restatement Agreement”) in order to extend the repayment schedule. In this loan amendment a new financial
entity was included as lender (Instituto de Crédito Oficial - ICO), the final maturity of the agreement was extended
through 2026 and the repayment schedule and applicable interest rate were modified. In accordance with IFRS 9
requirements, the Group assessed that the present value of the cash flows deducted under the new conditions,
using the original effective interest rate for the deduction, differs by less than 10% from the present discounted
value of the remaining cash flows of the original financial liability. The Group calculated the differential amount of
the present value of the future contractual cash flows discounted at the debt's original effective interest rate with
respect to the amortised cost recorded without reaching a significant quantity for recognition in the annual
financial statements.

In relation to the multi-currency Revolving Credit Facility, with the inclusion of the Instituto de Crédito Oficial (ICO)
as lender, it was agreed to reduce the total available amount from 200 million euros (initially granted) to 193,550
thousand euros.

Lastly, in 2022 a new amendment to this financing agreement was executed, under which certain adjustments
were included in relation to the financial ratios which the Group is required to achieve, taking into account the
restructuring costs and the synergies included in the 2023-2026 Business plan.

During 2022 and 2021, the Group repaid 16,127 and 11,570 thousand euros, respectively, of these financing
agreements.

The outstanding principal on the syndicated loan at 31 December 2022 and 2021 was 369,587 and 385,714
thousand euros, respectively, and so at those dates the Group had not drawn any amount against the multi-
currency Revolving Credit Facility. The outstanding principal on the syndicated loan at 31 December 2022 and 2021
has the following repayment schedule:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Maturing in:
2022 2023 2024 2025 2026 Total

At 31/12/22 - 15,727 31,454 157,271 165,135 369,587


At 31/12/21 16,127 15,727 31,454 157,271 165,135 385,714

Notwithstanding the above schedule, the Group may, at any moment during the life of the loan, opt to repay all
or part of the outstanding syndicated loan or multi-currency revolving credit facility, provided certain conditions
are met. Furthermore, the following events will trigger full or partial early repayment of these loans:

• Subject to certain exceptions and amounts, the disposal of specific asset categories, the receipt of indemnities
from insurance companies or the flotation of the Parent (with no change of control of the Group).

• In the event of a change of control in the Group, any of the financial institutions may decide to leave the
financing arrangements in place or may request early repayment of the proportional part of the loan
corresponding to said institution.

Interest-

These loans accrue annual interest benchmarked to the Euribor, plus a variable market spread, that is reviewed
annually on the basis of certain financial ratios.

The Group must also pay a commission with respect to the undrawn amount of the multi-currency revolving credit
facility.

Loan guarantees-

These loans are backed by an irrevocable and unconditional guarantee from a significant number of the companies
forming Grupo Antolin, although the guarantees provided by some subsidiaries (specifically certain Portuguese,
Czech, Austrian and German companies) are limited to amounts established by the applicable local legislation. In
order to comply with the obligations related to these loans, the Group has given a commitment to each of the
subsidiaries in which it holds at least 90% of the share capital, that it will become a guarantor if any of the following
circumstances arises: its EBITDA for the year represents at least 2.5% of the Group's EBITDA and exceeds 5 million
euros.

In addition, liens have been established on the share capital of the Parent (see Note 13).

Early repayment-

The Senior Facilities Agreement under which these loans were ceded includes clauses specifying that the following
events will trigger its full early repayment:

• Failure to repay the principal or pay the interest on the loans as and when they fall due.

• Failure of the Group to meet the financial ratios set in the agreement under which these loans were ceded or
to remedy said failure within 20 days of the issue of the “ratio compliance certificate” in which it is detailed.

• Failure to comply with other obligations established in the loan agreement (false disclosures, failure to provide
information, etc.) without rectifying said failure within a determined period.

• Failure to pay other borrowings falling due, provided certain circumstances are met, or the insolvency of the
Parent, a material subsidiary, or the shareholders.

• A change in the ownership of the shares of the Parent, or the cession of businesses, expropriation, lawsuits and
legal claims, the seizure of or embargoes on assets, material changes and any other circumstances which have
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a material adverse effect on the Group. The loans will also be repayable if the Group's auditors issue a
disclaimer of opinion, or an adverse or qualified opinion.

At 31 December 2022, the Parent's Directors considered that all clauses and obligations set out in the financing
agreement and their subsequent amendments had been fulfilled, and that no grounds for early maturity or partial
or total early repayment had occurred. They also consider that all conditions will be met fulfilled in the following
12 months.

Other obligations and commitments-

The Senior Facilities Agreement contains certain obligations and commitments limiting the Group's capacity to
perform certain operations during the life of the loans, including the following:

• Limits on obtaining additional financing, the constitution of charges or guarantees against its assets, and the
granting of guarantees or sureties to third parties.
• Limits on the sale, cession, transfer or disposal of its assets.
• Limits on the acquisition of companies or businesses.
• Limits on the distribution of dividends by the Parent (see Note 13).

Long-term loan granted by the European Investment Bank (EIB)-

On 12 June 2018, the Parent and the European Investment Bank, and other group companies as guarantors, signed
a contract by which said entity granted the Group a long-term loan of 100,000 thousand euros, to finance a project
called “Antolin Car Interiors RDI”, implementing the Group's R&D and innovation strategy for the development of
new solutions for vehicle interiors. The total planned investment in the project is 217,172 thousand euros and
must be implemented by various group companies located in Spain, Germany and France between 2018 and 2020.

The principal is repaid in 14 half-yearly instalments of equal amounts, the first of which fell due on 30 November
2021 and the last on 31 May 2028.

On 23 December 2020, the Parent executed a new agreement with the European Investment Bank (EIB), under
which it increased the amount of financing granted to the “Antolin Car Interiors RDI” project by 40,000 thousand
euros, and which had been drawn down by the Parent at 31 December 2021. The amount of this loan extension
will be repaid in half-yearly instalments, the first of which fells due on 31 January 2023 and the last one on 30 June
2028.

This loan accrues annual interest and is backed by a joint and several guarantee from various group companies,
acting as guarantors.

Therefore, at 31 December 2022 and 2021 the outstanding principal of this loan comes to 118,571 thousand euros
and 132,857 thousand euros, respectively, with the following repayment schedule:

Thousands of Euros
Maturing in:
2022 2023 2024 2025 2026 2027 2028 Total

At 31/12/22 - 20,952 20,952 20,952 20,952 20,952 13,811 118,571


At 31/12/21 14,286 20,952 20,952 20,952 20,952 20,952 13,811 132,857

The European Investment Bank (EIB) has signed the intercreditor agreement which governs relations between
bondholders, financial creditors and the Group, having agreed to adopt the covenants and conditions for the
distribution of dividends envisaged in the loan agreements for the “Antolin Car Interiors RDI” project, and the
guarantees, causes of early repayment and other obligations and commitments to those established in the
aforementioned intercreditor agreement. The causes of obligatory partial or total repayment of the loan include
failure to make the envisaged investments or the reduction of the cost of the project to a certain amount.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

In the light of this accession to the intercreditor agreement and the conditions established in the loan agreements,
at 31 December 2022 the Parent's Directors considered that all the clauses and obligations set out in the loan
agreements have been fulfilled and no event which could trigger full or partial early repayment has occurred. They
also consider that all conditions will be met in the next 12 months.

COFIDES Loan-

On 28 July 2021, the Parent and Compañía Española de Financiación del Desarrollo (COFIDES) executed an
agreement under which the latter granted a long-term loan to the Parent of 10,000 thousand euros to promote
the Group's international investment.

The principal of this loan will be paid by half-yearly instalments the first of which fell due on 20 March 2022 and
the last one on 20 June 2026.

This loan accrues variable interest and is backed by a joint and several guarantee from several Group companies,
acting as guarantors.

At 31 December 2022 and 2021, the outstanding principal of this loan totalled 9,400 and 10,000 thousand euros,
respectively. The repayment schedule is as follows:

Thousands of Euros
Maturing in:
2022 2023 2024 2025 2026 Total

At 31/12/22 - 400 800 4,000 4,200 9,400


At 31/12/21 600 400 800 4,000 4,200 10,000

The Company and Compañía Española de Financiación del Desarrollo (COFIDES) has adhered to the “Intercreditor
Agreement” which governs relations among bondholders, financial creditors and the Group, agreeing to approve
any covenants and conditions for dividend distribution, as well as guarantees, grounds for early repayment and
other obligations and commitments to those established in the aforementioned “Intercreditor Agreement”.

In the light of this accession to the intercreditor agreement and the conditions established in the loan agreements,
at 31 December 2022 the Parent's Directors considered that all the clauses and obligations set out in the loan
agreements have been fulfilled and no event which could trigger full or partial early repayment has occurred. They
also consider that all conditions will be met in the next 12 months.

Other loans-

Other loans granted to the Group at 31 December 2022 and 2021 are as follows:

Thousands of Euros
Maturing in:
2022 2023 2024 2025 2026 Total

At 31/12/22 - 3,003 3,003 1,628 211 7,845


At 31/12/21 4,286 3,003 3,003 1,628 211 12,131

A significant portion of these loans were formalised in 2020 within the framework of government plans to provide
financial assistance during the COVID-19 pandemic.

Other credit lines-

The following other credit lines had been granted to the Group at 31 December 2022 and 2021:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
At 31/12/22 At 31/12/21
Balance Balance Balance Balance
Nature of Loan Limit Drawn Available Limit Drawn Available

Euro credit lines (a) 18,054 - 18,054 18,054 - 18,054


Credit lines in foreign currencies 58,018 - 58,018 54,960 - 54,960
76,072 - 76,072 73,014 - 73,014

(a) This amount includes a current account overdraft limit of 17,000 thousand euros granted to the Group
as part of a framework agreement with a financial institution for the provision of banking services.

The Directors of the Parent foresee no difficulty renewing these credit lines when they expire.

Furthermore, since March 2014 the Group has a “Revolving Credit Facility” for an initial amount of 200 million
euros, which was decreased to 193,550 thousand euros in 2022, and which falls due on 30 June 2026. As a result,
at 31 December 2022 the undrawn amount available to the Group from credit lines and overdraft facilities totalled
269,622 thousand euros. These credit lines and overdraft facilities accrue interest at variable market rates.

Factoring lines-

At 31 December 2022, Grupo Antolin had executed recourse and non-recourse factoring agreements with several
financial entities. At that date outstanding receivables assigned without recourse to financial institutions
amounted to 122,605 thousand euros (84,628 thousand euros at 31 December 2021). As this involved transferring
part of the risks and benefits of the assets and control thereof, the Group directly reduced its trade receivables by
the amount of the receivables assigned to the financial institutions and did not, therefore, recognise any financial
liability in this connection. The limit of the factoring facilities at 31 December 2022 was 180,666 thousand euros.

In relation with these factoring agreements, at 31 December 2022 Grupo Antolin had 4,092 thousand euros
pending payment to financial institutions in respect of collections made by these in the final days of December
2022 regarding invoices ceded to these entities (1,636 thousand euros at 31 de December 2021). This amount,
which is included under liabilities in the accompanying consolidated statement of financial position at 31 December
2022 as payable to the corresponding entities, was paid in the first few days of 2023.

Payables under finance leases-

The lease payments outstanding at 31 December 2022 and 2021, including the purchase options, fall due as follows
(see Note 8):

Thousands of Euros
Maturing in:
2022 2023 2024 2025 2026 Total

At 31/12/22 - 51 53 54 27 185
At 31/12/21 48 49 51 53 27 228

This financing accrues annual interest at a variable market rate.

(18) RIGHT-OF-USE LIABILITIES AND OTHER FINANCIAL LIABILITIES

“Right-of-use liabilities” and “Other financial liabilities” under current and non-current liabilities in the
consolidated statement of financial position at 31 December 2022 and 2021 were as follows:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
At 31 December 2022 At 31 December 2021
Current Non-Current Current Non-Current
Liabilities Liabilities Total Liabilities Liabilities Total

Liabilities associated with right-of-use assets 60,779 189,829 250,608 62,162 216,651 278,813

Other financial liabilities-


Loans granted by Spanish and Portuguese public
authorities 3,002 8,186 11,188 3,623 9,017 12,640
Other financial liabilities - 9,725 9,725 701 10,952 11,653
Less- financial re-measurement (29) (133) (162) - (301) (301)
2,973 17,778 20,751 4,324 19,668 23,992

Lease liabilities-

The maturities estimated for lease liabilities at 31 December 2022 and 2021 (recognised on applying IFRS 16) range
over approximately 15 years, as shown in the estimated breakdown below (see Note 8):

Thousands of Euros
Maturing in:
2028 and
2022 2023 2024 2025 2026 2027 Later Total

At 31/12/22 - 60,779 45,103 35,424 26,622 21,258 61,422 250,608


At 31/12/21 62,162 51,529 41,524 32,202 26,352 20,682 44,362 278,813

Loans granted by Spanish and Portuguese public authorities-

Most of the balances under this heading at 31 December 2022 and 2021 corresponded to loans granted to Grupo
Antolin by certain Spanish public authorities to finance research and development projects and improve
competitiveness. In 2009, 2010, 2011 and 2012, the Ministry for Industry, Tourism and Trade, through the Plan for
Competitiveness of the Motor Industry, granted long-term interest-free loans to Grupo Antolin. In general, these
loans must be repaid in 10 regular annual instalments falling due between 2015 and 2027.

The nominal amount of these and other loans granted by Spanish and Portuguese public authorities outstanding
at 31 December 2022 and 2021 (which are recorded at said dates at its amortised cost) will be repaid in accordance
with the following maturity schedule:

Thousands of Euros
Maturing in:
2028 and
2022 2023 2024 2025 2026 2027 Later Total
31/12/22 - 3,002 3,108 1,518 994 908 1,658 11,188
31/12/21 3,623 2,682 2,720 1,128 780 432 1,275 12,640

(19) PUBLIC ADMINISTRATIONS AND TAXATION

Balances with the Public Administrations-

Grupo Antolin's balances with the Public Administrations at 31 December 2022 and 2021 were as follows:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
31/12/22 31/12/21
Current Non-Current Current Non-Current

TAX ASSETS:
Deferred tax assets - 99,793 - 107,624
Tax receivables (Note 11)-
Current tax assets 29,312 - 28,101 -
VAT and other receivables 55,173 - 42,048 -
TOTAL TAX ASSETS 84,485 99,793 70,149 107,624

TAX LIABILITIES:
Deferred tax liabilities - 40,443 - 65,807
Accounts payable to Public Administrations-
Current tax liabilities 14,415 - 5,527 -
Accounts payable to the Tax Authorities for other concepts 27,344 - 31,948 -
Accounts payable to Social Security agencies 13,459 - 14,849 -
TOTAL TAX LIABILITIES 55,218 40,443 52,324 65,807

Corporate income tax-

As indicated in Note 3-p, Grupo Antolin-Irausa, S.A.U. and all of its consolidated Spanish subsidiaries domiciled in
Spanish “common territory” in which it has holdings of 75% or more file consolidated corporate income tax returns.
The parent of the consolidated tax group under which these companies file is Avot Inversiones, S.L. (until 31
December 2014 the parent of the consolidated tax group was Grupo Antolin-Irausa, S.A.).

The corporate income tax charge is calculated for each consolidated subsidiary based on accounting profit,
determined in accordance with generally accepted accounting principles, which need not coincide with taxable
income, the latter being the tax base.

The reconciliation of consolidated accounting income to the expected tax base for corporate income tax purposes
for 2022 and 2021 is as follows:

Thousands of Euros
2022 2021
Consolidated profit/(loss) for the year before taxes:
From continuing operations (174,250) (61,318)
From discontinued operations (Note 25) (26,268) -
(200,518) (61,318)
Permanent differences-
Losses incurred by certain foreign consolidated companies for which no tax asset
has been recorded 102,373 48,162
Individual companies and adjustments in consolidation:
Goodwill impairment (Note 7) - -
Other increases and decreases, net 96,489 65,841
Share in profit of companies accounted for using the equity method (1,412) (2,357)
Timing differences-
Increases and decreases, net:
Individual companies (a) 135,738 7,974
Consolidation adjustments (886) 5,238
Application of tax loss carryforwards-
For which a tax credit had been recorded (33,538) (5,969)
For which no tax credit had been recorded (7,973) (4,576)
Consolidated taxable income 90,273 52,995

(a) The most significant increases and decreases correspond to reversals of certain provisions and to other expenses
incurred, which the Group considers non-deductible (timing differences). 2022 also includes the adjustment for the
impairment of recognised tangible and intangible assets, and the change in tax legislation regarding the amortisation
of R&D expenditure, which applied to the consolidated companies in the United States.

The balance under “Current investments in Group companies and associates” in the attached consolidated
statement of financial position at 31 December 2022, amounting to 911 thousand euros, corresponds to the
estimated tax receivable from Avot Inversiones, S.L. (Parent of the Spanish consolidated tax Group in Spain) derived
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

from taxable income, deductions, withholdings and payments on account furnished by the Group's Spanish
companies to the 2022 consolidated income tax return (375 thousand euros at 31 December 2021 recorded under
the same heading in the attached consolidated statement of financial position at that date).

Corporate income tax expense-

The balances of the “Corporate income tax” heading in the consolidated income statement for the financial years
ended 31 December 2022 and 2021 were determined as follows:

Thousands of Euros
2022 2021

Consolidated profit/(loss) for the year before taxes:


From continuing operations (174,250) (61,318)
From discontinued operations (26,268) -
(200,518) (61,318)
Permanent differences 197,450 111,646
Application of prior year tax losses for which no tax credit had been recognised (7,973) (4,576)
(11,041) 45,752
Estimated tax rate (25%) (2,760) 11,438
Tax deductions applied for which no tax credit had been capitalised (5,820) (1,199)
Capitalisation of deductions - (4,792)
Regularisation/(capitalisation) of tax credits for prior years' losses and other deferred
tax assets 11,338 9,034
Taxes paid by companies in other countries (withholdings) (a) 6,998 3,521
Other items and adjustments (1,280) (9,690)
Corporate income tax expense attributable to discontinued operations (Note 25) 283 158
Corporate income tax expense attributable to continuing operations (balance
“Corporate income tax” in the consolidated income statement) 10,753 8,470

(a) Corresponds to taxes paid in other countries on dividends, interest and other amounts paid to the Parent and other
consolidated subsidiaries for which said companies have made no deductions.

Tax loss carryforwards-

Although at 31 December 2022 some of the consolidated companies had significant tax loss carryforwards (around
802 million euros in total), the consolidated statement of financial position at that date only includes a tax credit
of 18,349 thousand euros relating to the tax effect of the tax loss carryforwards, the offsetting of which can
reasonably be expected to be applied (basically, they correspond to tax losses generated in 2009, 2011, 2012 and
2021 by the Spanish consolidated tax group, and tax losses generated by French, Chinese and Mexican companies).

Tax losses generated in a given year can be carried forward for offset against the taxable income of the immediately
following years, as established in the tax legislation of the countries in which the consolidated companies are
located.

Foreign subsidiaries-

At 31 December 2022, no dividend distributions had been proposed by foreign consolidated subsidiaries and
associates which were pending execution. Nevertheless, at that date it was envisaged that dividends would be
distributed by certain subsidiaries in the coming years with a charge to existing reserves or 2022 profits.
Consequently, and based on estimates made, at 31 December 2022 a deferred tax liability of 1,677 thousand euros
is recognised in this connection due to the tax effect these pay-outs would have on the Group. This deferred tax
liability has been charged to “Corporate income tax” in the accompanying consolidated income statement.

Deferred tax assets and liabilities-

The movements in the financial years ended 31 December 2021 and 2022 under “Deferred tax assets” and
“Deferred tax liabilities” in the consolidated statement of financial position were as follows:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Assets Liabilities

Balances at 31 December 2020 81,795 45,760


Tax effect of applying IFRS 16 949 -
Application of tax loss carryforwards (1,717) -
Capitalisation of tax loss carryforwards 11,259 -
Capitalisation of deductions 4,792 -
Regularisation of deductions for which a deferred tax asset had been recognised (5,957) -
Regularisation of tax loss carryforwards (2,245) -
Changes for timing differences, translation differences and other items 18,748 20,047
Balances at 31 December 2021 107,624 65,807
Tax effect of applying IFRS 16 470 -
Application of tax loss carryforwards (8,095) -
Capitalisation of tax loss carryforwards 10,210 -
Capitalisation of deductions - -
Regularisation of deductions for which a deferred tax asset had been recognised - -
Regularisation of tax loss carryforwards (11,100) -
Derecognition of deferred tax assets transferred to discontinued operations (Note 25) (770) -
Changes for timing differences, translation differences and other items 1,454 (25,364)
Balances at 31 December 2022 99,793 40,443

The aforementioned deferred tax assets have been recognised in the consolidated statement of financial position
because the Parent's Directors are reasonably sure that they will be recovered, based on recent forecasts of the
future tax bases of the consolidated subsidiaries. In this regard, Grupo Antolin's current business plan for the
coming years revised by the Parent's Board of Directors and prepared by the Group's Directors recently sees pre-
tax profits being posted.

At 2022 year-end and on the attached consolidated statement of financial position, the Group has not recognised
deferred assets in respect of certain tax loss carryforwards of consolidated subsidiaries (in an approximate amount
of 733 million euros), deductions pending application (totalling 57 million euros) or other timing differences, as it
considers that its future recovery does not meet the requirements of probability provided in applicable accounting
standards and/or in the application of the principle of prudence, on the basis of the estimated tax projects aligned
with the Group's business plans.

The deferred tax assets recognised in the consolidated statement of financial position at 31 December 2022 and
2021 were generated as follows:

Thousands of Euros
Deferred Tax Assets Arising from: 31/12/22 31/12/21

Tax loss carryforwards and unused deductions and refunds 18,349 29,005
Elimination of internal profit/(loss) in the consolidation process on
development expenses invoiced by G.A. Ingeniería, S.A.U. 5,456 5,708
Tax effect of applying IFRS 16 3,554 3,084
Timing differences as a result of certain provisions, expenses that are not
deductible in the period and other items 72,434 69,827
99,793 107,624

The deferred tax liabilities recognised in the consolidated statement of financial position at 31 December 2022 and
2021 arose as follows:
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Thousands of Euros
Deferred Tax Liabilities Arising from: 31/12/22 31/12/21

Revaluation of certain plots of land recognised under property, plant and equipment and
investment property on first application of the “EU-IFRSs” (Note 8) 4,252 4,252
Recognition of assets at fair value (customer relations) in business combinations in 2015 - 378
Difference between book value and taxable value of assets and liabilities, accelerated
depreciation and amortisation of property, plant and equipment, intangible assets and
other items 36,191 61,177
40,443 65,807

Tax credits-

The corporate income tax legislation in force provides for various tax incentives. The tax credits earned in one year
in excess of the applicable legal limits may be deducted from the corporate income tax payable in subsequent
years, up to the limits and within the periods established in this connection by the related tax regulations. The
Group has availed itself of the tax benefits provided for by this legislation and deducted 5,820 and 1,199 thousand
euros, respectively, from the consolidated corporate income tax charge for 2022 and 2021, for which the Group
had not recorded any tax credits for those applied in 2022 and 2021.

At 31 December 2022 and 2021, after the aforementioned tax credits had been applied, certain foreign group
companies had unused deductions amounting to 11,740 and 4,956 thousand euros, respectively, while the Group's
Spanish subsidiaries had the following unused deductions:

Thousands of Euros
31/12/22 31/12/21

Deductions for research and development activities (a) 41,888 41,883


Other deductions 2,864 2,852
44,752 44,735

(a) At 31 December 2022, these corresponded to deductions for R&D activities from 2004 to 2021,
inclusive, and can be applied for 18 years from the year in which they were generated. These figures do
not include any amounts relating to deductions generated in 2022, because the final amount was still
being calculated at the date of authorising the accompanying annual consolidated financial statements
for issue.

At 31 December 2022, the Group had not recognised any tax credit in the accompanying consolidated statement
of financial position in relation to the deductions pending application at that date.

Years open to tax inspection-

Under current legislation, tax settlements cannot be considered to be final until the tax returns filed have been
inspected by the tax authorities or until the statute-of-limitations period has expired (generally four or five years
in the countries in which the Group's companies are located). In this regard, on 17 April 2019 the Spanish
consolidated tax group to which the Parent and the majority of the Spanish consolidated subsidiaries belong filed
supplementary corporate income tax returns for 2016 and 2017.

On 8 June 2021 and 17 November 2021, Avot Inversiones, S.L., as the parent of the consolidated tax group in Spain,
filed requests to rectify the income tax returns for 2016 to 2019 and for 2020, respectively.

Consequently, in Spain at 31 December 2022, the Group had 2019 through 2022, inclusive, open to inspection by
the tax authorities for all applicable taxes as well as 2018, 2017 and 2016 for Corporate Income Tax as a result of
the rectification and amended returns filed.

The Parent's Directors believe that the settlements of those taxes have been properly executed and, therefore,
even if differences were to arise in the interpretation of the regulations governing the tax treatment of its
operations, such liabilities as could arise as a result of inspections in certain subsidiary companies in relation to the
remaining years would not have a material effect on the annual consolidated financial statements for the financial
year ended 31 December 2022.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(20) REVENUES AND EXPENSES

Net turnover-

The breakdown of the Group's net turnover, by activity and geographic market, all recognised in a specific period
of time and corresponding to 2022 and 2021 is as follows:

Thousands of Euros
Business Unit 2022 2021

Doors + Cockpits & Consoles 2,443,727 2,213,820


Overheads and Soft Trim 1,652,416 1,520,985
Lighting 350,576 311,610
Other 4,225 8,935
4,450,944 4,055,350

Thousands of Euros
Geographical Market 2022 2021

USA 1,035,408 924,772


China 583,530 494,582
Germany 573,890 560,386
Mexico 515,509 409,603
United Kingdom 328,744 387,847
Czech Republic 181,951 192,382
France 157,316 164,165
Spain 154,173 128,767
Slovakia 105,500 99,866
Other countries 814,923 692,980
4,450,944 4,055,350
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The percentage breakdown of the Group's ordinary revenues by car manufacturer is as follows:

Percentage
Car Manufacturer 2022 2021

Volkswagen Group 23 22
Stellantis Group 16 15
Ford Group 13 11
BMW Group 8 10
Mercedes-Benz Group 8 8
Tata Group 7 9
General Motors 6 5
Renault-Nissan Group 4 5
Hyundai-Kia 3 3
Other manufacturers 12 12
100 100

Other operating revenue-

The breakdown of the balances of this heading in the consolidated income statement for the financial years ended
31 December 2022 and 2021 is as follows:

Thousands of Euros
2022 2021

Operating grants 2,754 4,054


Income from leases of investment property 285 344
Revenues from the assignment of industrial property 493 421
Other revenues (a) 153,774 120,073
157,306 124,892

(a) Part of these amounts basically comprise revenue from rendering R&D and IT services, provision
reversals, insurance pay outs and other revenue for miscellaneous services invoiced to customers.

Supplies-

The breakdown of the balances of this heading in the consolidated income statement for the financial years ended
31 December 2022 and 2021 is as follows:

Thousands of Euros
2022 2021

Purchases of goods for resale and raw materials 2,722,507 2,334,534


Purchases of other supplies 34,316 25,909
Purchases of prototypes 10,885 13,027
Transportation of purchases 96,583 70,580
Work performed by other companies 17,531 18,072
Less- bulk discounts and returns (931) (1,416)
Cost of sales of tools 108,917 211,278
Change in inventories of goods for resale, raw materials and other
supplies (13,642) (3,984)
2,976,166 2,668,000

Staff costs-

The breakdown of the balances of this heading in the consolidated income statement for the financial years ended
31 December 2022 and 2021 is as follows:
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Thousands of Euros
2022 2021

Salaries and wages 669,834 627,402


Termination benefits 5,039 2,979
Employer's social security contributions 170,306 159,331
Other employee benefits expenses 31,775 38,810
876,954 828,522

Average number of employees-

The average number of employees working for the Group in the financial years ended 31 December 2022 and 2021
is as follows:

Average Number of Employees


2022 2021

Direct labour 13,289 13,626


Indirect labour 7,115 7,587
General employees 3,718 3,810
24,122 25,023

The average number of employees at associates in 2022 and 2021 was 797 and 669, respectively.

The average number of employees at the Group in the financial years ended 31 December 2022 and 2021 with a
disability of 33% or more was 267 and 275, respectively, and is broken down, by function, as follows:

Average Number of Employees


2022 2021

Direct labour 163 175


Indirect labour 69 71
General employees 35 29
267 275

Functional analysis by gender-

A functional breakdown, by gender, of the Group’s work force at 31 December 2022 and 2021 is as follows:

Number of Employees
At 31 December 2022 At 31 December 2021
Male Female Total Male Female Total

Direct labour 7,136 6,433 13,569 6,896 6,226 13,122


Indirect labour 5,591 1,521 7,112 5,830 1,545 7,375
General employees 2,507 1,287 3,794 2,436 1,293 3,729
15,234 9,241 24,475 15,162 9,064 24,226

The number of employees of associates at 31 December 2022 was 780 (593 men and 187 women), and at 31
December 2021 there were 659 employees (495 men and 164 women).

At 31 December 2022 and 2021, the Parent's Board of Directors comprised one individual (a man), and four legal
entities, represented by two men and two women.

At 31 December 2022, the Group's Senior Management comprised 14 individuals, eleven men and three women
(twelve individuals, nine men and three women, at 31 December 2021).
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Other operating expenses-

The breakdown of the balances under this heading in the consolidated income statement for the financial years
ended 31 December 2022 and 2021 is as follows:

Thousands of Euros
2022 2021
Research and development expenses 12,124 11,318
Leases (a) 17,791 20,485
Repairs and maintenance 56,819 51,981
Independent professional services 27,105 23,010
Transport 77,763 63,351
Insurance premiums 16,515 14,546
Banking and similar services 430 449
Advertising, publicity and public relations 3,264 2,777
Utilities 61,213 50,069
Other services 263,307 222,096
Total external services 536,331 460,082
Taxes 13,372 12,815
Other current operating expenses 11,778 25,306
Other operating expenses 561,481 498,203

(a) These amounts comprise the expenses of low-value leases and short-term leases (see Note 8).

(21) BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Balances and transactions with associates and joint ventures-

The Group's balances with associates and joint ventures at 31 December 2022 and 2021 are as follows:

Thousands of Euros
31/12/22 31/12/21
Trade Short-term Trade
Long-term Trade Payables to Credits Trade Payables to
Company Loans (a) Receivables Suppliers (a) Receivables Suppliers
Slovakian Door Company, s.r.o. 3,750 154 2 3,745 153 9
Krishna Grupo Antolin Private, Ltd. - 769 - - 2 20
Dongfeng Antolin (Wuhan) Automotive Trim, Co., Ltd. - - - - 4 -
Dongwon Technology Co., Ltd. - 59 - - - 5
Walter Pack S.L. - 2 - - - 76
AED Innovation Group, S.L. - - 48 - - 885
3,750 984 50 3,745 159 995

(a) The balances of these credits are recognised under “Investments in companies accounted for using the equity method” at 31
December 2022 and 2021 (see Note 1).

The detail of the Group's transactions with associates and joint ventures (sales and services provided and received)
in 2022 and 2021 is as follows:
Thousands of Euros
Sales and Finance Goods and Services
Services Provided Income Received
Company 2022 2021 2022 2021 2022 2021
Slovakian Door Company, s.r.o. 2,758 2,441 83 187 116 130
Dongwon Technology Co., Ltd. - - - - 13 20
Krishna Grupo Antolin Private, Ltd. 1,237 1,111 - - 27 8
Dongfeng Antolin (Wuhan)
Automotive Trim, Co., Ltd. - 19 - - - 26
Walter Pack S.L. - - - - 38 97
AED Innovation Group, S.L. - - - - 72 3,321
3,995 3,571 83 187 266 3,602

The transactions detailed above were carried out in the normal course of business and under market conditions.
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Balances and operations with shareholders and Directors of the


Parent-

At 31 December 2022 and 2021, the Group held the following balances with Avot Inversiones, S.L.:

Thousands of Euros
31/12/22 31/12/21

Other non-current financial assets:


Cash pooling account (Note 9) 651 567

Current investments in Group companies and associates (Note 19):


Credit from the year's tax consolidation 911 375

At 31 December 2022 and 2021, the Group had no balances with other shareholders and/or Directors of the Parent.

The Group's transactions with shareholders and Directors of the Parent during the financial years ended 31
December 2022 and 2021 are as follows:

Thousands of Euros
Shareholders and/or Directors and Type of Operation 2022 2021

Finance income:
Avot Inversiones, S.L. (indirect shareholder) 28 18
Remuneration, wages, salaries and other benefits paid to the
Directors 7,205 4,226

Balances and transactions with related parties-

In the financial years ended 31 December 2022 and 2021, the Group made purchases from CYLBUR, Compras y
Logística Burgalesa, S.L. (a company related to shareholders of Avot Inversiones, S.L. and affiliated with some of
the Parent's Directors) for total amounts of 3,180 and 3,270 thousand euros, approximately. These transactions
were carried out in the normal course of business and under market conditions. As a consequence of these
transactions, at 31 December 2022 and 2021 the Group had payables with this related company totalling
approximately 831 and 736 thousand euros, respectively.

Moreover, purchases were made and services received from other companies related to the partners of Avot
Inversiones, S.L. in 2022 totalling 551 thousand euros (660 thousand euros in 2021), and lease expenses paid to
other related companies were also recognised amounting to 186 thousand euros (182 thousand euros in 2021).

As a result of the operations carried out with these related companies, at 31 December 2022 the Group recognised
accounts payable to said companies amounting to 98 thousand euros (131 thousand euros at 31 December 2021).

Finally, other transactions with parties and persons indirectly related to the Directors were effected in the ordinary
course of the Group's business. These were not however material and are not relevant for the purposes of giving
a true and fair view of the Group’s consolidated net assets, consolidated financial position and consolidated results.

(22) INFORMATION REGARDING THE PARENT'S DIRECTORS AND THE GROUP'S CORE PERSONNEL

Parent Directors’ remuneration and other benefits

In 2022 and 2021 the members of the Parent's Board of Directors received 3,040 and 3,050 thousand euros,
respectively, in exchange for their administration tasks at the Parent. In addition, since certain members of the
Parent's Board of Directors are also employees thereof and, as such, in 2022 they accrued wages and salaries,
termination benefits and other benefits in this connection totalling 4,165 thousand euros (1,176 thousand euros
in 2021).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

In 2022 and 2021 the Parent's Directors did not receive any amount whatsoever for the rendering of services.

The sum of these amounts represents the total remuneration accrued by the Parent's Directors in 2022 and 2021,
for any cause or concept.

The Group has not assumed any obligation regarding pensions or life insurance for any current or past members
of the Parent's Board of Directors, although the Group has paid D&O insurance premiums for the Parent's Directors
in 2022 for approximately 106 thousand euros (121 thousand euros in 2021).

At 31 December 2022 and 2021, the Parent had not granted any loans or advances to its Directors. Moreover, at
these dates the Parent had not provided any guarantees in their favour.

In 2022 and 2021 no agreements between the Group and the shareholders of the Parent or persons acting on their
behalf were concluded, modified or terminated early, corresponding to transactions outside the Group's ordinary
course of business or that would not have taken place under normal conditions. During these years no agreements
were executed between the Group and the Parent's Directors.

Remuneration and other benefits to the Group's Senior Management

Remuneration accrued by the Group's Senior Management (those members of the Management Committee that
are not Directors of the Parent) in 2022 totalled 4,528 thousand euros (3,237 thousand euros in 2021).

The Group has not entered into any pension commitments, nor has it granted any advances, loans or guarantees
to the members of the Group's senior management. The Group had approved a “Multi-year remuneration plan”
for the Group's senior managers for three-year periods (the latest of which corresponds to the period 2019-2021).
This plan was subject to certain targets being met and the remuneration, if any, that was to be obtained was
scheduled to be paid in the first few months of the year following the end of each three-year period. The Group
had not recognised any provision in relation to this plan at 31 December 2021 because the established conditions
were not being fulfilled and, therefore, no liability had accrued at that date.

At 31 December 2022, the Group had not approved any “Multi-year remuneration plan” for the members of its
senior management.

Information regarding conflicts of interest involving the Parent’s Directors

Pursuant to Section 229 “Obligation to avoid conflicts of interest” of the Consolidated Text of the Spanish
Corporate Enterprise Act, approved by Royal Legislative Decree 1/2010, of 2 July, amended on 4 December 2014,
it is hereby reported that there are no situations of direct or indirect conflict of interest involving the members of
the Parent's Board of Directors and individuals related to them and the companies composing the Group.
Transactions between the Group and companies related to certain directors are detailed in Note 21.

(23) RISK POLICY AND MANAGEMENT

Financial risk factors-

Grupo Antolin's activities are exposed to several financial risks: market risk (fair value risk and price risk), credit
risk, liquidity risk and cash flow interest rate risk. Grupo Antolin's global risk management programme focuses on
the uncertainty of financial markets and seeks to minimise potentially adverse effects on the Group's profitability.
Grupo Antolin uses derivatives to hedge certain risks.

Risk management is controlled by the Group's Finance Department in accordance with the policies approved by
the Parent's Board of Directors. This Department identifies, assesses and hedges financial risks in close co-
operation with the Group's operating units. The Parent's Board of Directors provides policies for global risk
management, as well as for specific matters such as the exchange rate and interest rate risk, liquidity risk, the use
of derivatives and non-derivatives, and the investment of excess liquidity.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

i) Commodity risk-

The Group has no material exposure to raw material price fluctuations. In those companies in which this risk
may appear under specific market conditions (plants that use quoted raw materials), the risk is managed
through agreements to pass on the impact of financing commodity prices to customers on the basis of the
prevailing circumstances.

ii) Credit risk-

Grupo Antolin's customer portfolio is basically distributed among major automobile manufacturing groups,
with a high credit rating (see Note 20 on the percentage distribution of the Group's ordinary revenue based on
the various automobile manufacturers).

Each management unit maintains specific policies to manage this credit risk of its customers, which take into
consideration the financial situation, past experience and other associated factors.

On the other hand, Grupo Antolin historically considers that, given the characteristics of the Group's customers,
receivables maturing in less than 60 days have no expected loss, since they fall within the normal collection
practice in the automotive sector. The Group considers the credit quality of these outstanding balances to be
high, and understands that they have neither suffered impairment and nor are they in arrears.

At 31 December 2022 and 2021, impairment of trade and other receivables totalled 5,717 and 4,251 thousand
euros, respectively, and past-due balances receivable from customers that are not provisioned is not
significant. The Group's maximum exposure to credit risk at 31 December 2022 and 2021 were the book values.

The credit risk arising from cash and cash equivalents, derivative financial instruments and deposits with banks
and financial institutions is considered immaterial given the credit quality of the banks with which the Group
operates. The credit risk arising from cash and cash equivalents, derivative financial instruments and deposits
with banks and financial institutions is considered immaterial, since these transactions are solely executed with
financial institutions with a high credit rating. Grupo Antolin has policies to restrict the amount of risk with any
financial institution.

iii) Liquidity risk-

Liquidity risk arises as a result of differences in the amounts or the collection and payment dates of the various
assets and liabilities of the Group companies.

Grupo Antolin exercises prudent management of liquidity risk based on the maintenance of sufficient cash and
marketable securities, the availability of financing by means of a sufficient amount of committed credit facilities
and sufficient capacity to settle market positions. In addition, the Group's centralised treasury operations allow
it to manage financial resources more efficiently. Given the dynamic nature of the underlying businesses, the
goal of the Group's Finance Department is to maintain flexible financing, through the availability of contracted
credit facilities or factoring lines with or without recourse (through which it transfers its receivables to third
parties).

At 31 December 2022, the Group has a solid financial situation, recording a positive revolving fund amounting
to 356,544 thousand euros. Furthermore, its liquidity has been reinforced thanks to the issue of ordinary long-
term bonds totalling 390 million euros, carried out on 29 June 2021 (see Note 17).

The Group's liquidity position in 2022 is based on its strong capacity to generate operating cash flows,
supported by the maintenance of undrawn credit and revolving credit facilities. At 31 December 2022, the
undrawn amount of the credit and revolving credit facilities amounted to 269,622 thousand euros. The Group's
liquidity position guarantees that it will be able to meet cash flow operating needs, the debt maturities in 2023
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

and 2024, amounting to 49,150 and 56,262 thousand euros, respectively (see Note 17), as well as any adverse
financial market situations that might arise in the coming months.

Group Management monitors cash requirements as well as the evolution of its debt ratio. In this regard, Group
Management considers that any liquidity tension that may arise in the short term will be covered with the
financial resources currently available, with the resources generated by the Group in its activities (as indicated
in the cash budget for 2023) and/or with any future financing that may be arranged.

iv) cash flow interest rate risk and fair value risk-

Given that the Group does not carry any significant amounts of interest-earning assets, its operating revenues
and cash flows are largely unaffected by the variations in market interest rates.

The Group's interest rate risk stems from its non-current borrowings. The Group's variable rate borrowings
expose it to cash flows interest rate risks. The Group's fixed rate borrowings expose it to fair value interest rate
risks. At the end of the 2022 reporting period, approximately 59% of borrowings were at fixed interest rates.
Antolin does not have any significant interest-earning assets.

At 31 December 2022 and 2021, the Group has no derivative instruments contracted to cover its exposure to
variable interest rates. Taking into account the contractual terms of the funding in force at that date, it has
been estimated that a 0.50% change in interest rates would lead to a fluctuation of approximately 2 million
euros in interest expenses.

v) Foreign-exchange risk-

The international expansion of the Group and its ever-growing volume of business outside the euro zone
expose it, principally, to exchange rate risks in currencies such as the Czech koruna, the Brazilian real, the US
dollar, the Mexican peso, the Pound sterling and the Chinese yuan, which could have an impact on its results.
To reduce its exposure to this risk, the Group avails itself of a variety of mechanisms, such as using local
suppliers and negotiating with customers and suppliers to hedge against major movements in currencies.
Grupo Antolin has not entered into any foreign-currency hedge rate agreements or foreign-currency forwards.

The Group has carried out a sensitivity analysis of the key figures in its budgeted income statement for 2023,
and has concluded that a 5% rise in the euro against currencies such as the Czech koruna, the Brazilian real, the
US dollar, the Mexican peso, the Pound sterling and the Chinese yuan would reduce revenue by approximately
146 million euros (approximately 3% of the amount budgeted), and budgeted consolidated result for 2023
would fall by approximately 7.6 million euros.

Other risk factors-

The activities of Grupo Antolin are also exposed to other risks that could impact on the economic growth or the
business activity of the markets in which it operates.

The Group's global risk management programme is also focused on the uncertainty of these other risks and
seeks to minimise any adverse effects on the Group's profitability. The Parent’s Board of Directors provides policies
for global risk management in close co-operation with the business units.

i) Effect of the Russia-Ukraine war-

The military conflict deriving from Russia's invasion of Ukraine and its associated financial sanctions continue
to pose a threat to the recovery scenario of the world's production of light vehicles in 2022. The negative
economic impact of the war in Ukraine is coupled with current risks in relation to supplies with regard to a
lesser, but still present, shortage of semi-conductors, an increase in gas and electricity prices, the generalised
inflation associated with the rest of the production factors and the interest rate hikes in Europe and the United
States. Forecasts estimate that, as a result of the direct and indirect impacts of the Russian invasion, global
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

vehicle production has been adversely affected. The indirect impacts of the Russian invasion have been more
pronounced in Europe, but could spread to other markets if the conflict intensifies. Original equipment
manufacturers (OEM) based in Russia have suspended their production activities and prospects in terms of
resuming their operations in the short term continue to be poor.

As regards Grupo Antolin, the direct impact of the conflict between Russia and Ukraine is not considered
significant since the joint sales of our two factories in Russia (St Petersburg and Nizhny Novgorod) represented
0.17% and 0.5% of the total turnover in 2022 and 2021, respectively.

In this regard, and given the uncertainty surrounding the realisation of the Group's assets in Russia, in 2022 the
Group decided to discontinue its operations in that country and initiate a process for the sale of the related
business which was completed in March 2023 (see Note 26). In the consolidated financial statements for 2022
the Group recognised the results of this business as “discontinued operations”, reporting a loss of
approximately 26 million euros under “Profit/(loss) for the year from discontinued operations, net of taxes” in
the accompanying consolidated income statement (see Note 25).

ii) Coronavirus (COVID-19)-

Economic activity in 2022 continued to be adversely affected by COVID-19, although its influence has not been
as significant as in previous years. The outbreaks and new strains in the various geographical areas have helped
to put further tension on the supply chain and negatively affected, albeit to a lesser extent than in 2020 and
2021, the increase in production volumes initially forecast at global level.

Grupo Antolin has known how to address the various outbreaks of the pandemic with flexibility and with the
experience and knowledged gained in previous years. Application of the Grupo Antolin COVID-19 Protocol is
mandatory for all the companies that form part of Group. This protocol includes, among other issues, measures
that affect organisation within the company, and higiene measures prior to going to the office and on route to
work, measures for entering and leaving the facilities, as well as additional measures in relation to meetings
and restrictions. The main aim of the aforementioned protocol is to safeguard people’s health and safety and
to guarantee the continuity of the business and liquidity.

At the date of authorisation for issue of these consolidated financial statements, the Group did not consider
that the effects arising from the COVID-19 pandemic, which may still continue to arise at global level, will have
a significant impact in 2023 due to the increase in the vaccinated population, the effectiveness of the vaccines
and medical treatments that have been used and the experience gained in previous years. Therefore, the risks
arising from COVID-19 with respect to liquidity, continuity of operations and the measurement of assets and
liabilities have reduced dramatically as compared with the previous year and are not considered to be material.

However, the Parent’s Directors and Group management are constantly monitoring the evolution of the COVID-
19 situation in order to successfully address any possible impacts, both financial and non-financial, that may
arise.

iii) Climate change-

Through its activities, Grupo Antolin wants to comply with the objectives of the Paris Agreement and the
Sustainable Development Goals of the 2030 Agenda.

Grupo Antolin incorporates issues related to climate change and environmental issues in its risk catalogue,
explicitly in four of the risks included in the corporate catalogue: "Environmental risk", "Risk of non-compliance
with environmental legislation", "Risk of incidents in the environmental management of production" (including
waste management) and "Risk of climate change".

“Environmental risk” relates to the absence or inadequate definition of a business contingency plan that covers
both preventive management and recovery of activity in situations caused by serious accidents and/or natural
disasters. It considers extreme weather events that may significantly affect its operations and facilities.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Both the risk of "Non-compliance with environmental legislation" and the risk of "Incidents in the
environmental management of production" (understood as the occurrence of accidents with environmental
impact) refer to the penalties that may be incurred as well as the reputational damage derived from such
incidents.

In the case of "Climate Change" risk, reference is made to the negative impact of climate change and its
consequences in meeting the Company's strategic objectives.

Grupo Antolin adopts and applies the main conventions and guidelines established in the Global Compact
(Principles 7, 8 and 9) and the Carbon Disclosure Project (CDP Water Disclosure Project) and has determined
the progressive reduction of its carbon emissions in order to achieve neutrality by 2040 in its own operations,
with an intermediate 75% (previously established at 30%) reduction in 2028, and wishes to extend this
environmental commitment throughout its entire supply chain in order to achieve total carbon neutrality in
2050.

(24) OTHER INFORMATION

Guarantees given to third parties and other contingent liabilities-

At 31 December 2022 and 2021, various financial institutions had also provided guarantees to public bodies on the
Group's behalf to guarantee compliance with the general and particular terms of certain capital and operating
grants made to the Group (see Note 15), and the repayment of a number of loans granted by public authorities to
fund research and development projects (see Note 19).

The Parent’s Directors do not expect any liabilities not foreseen 31 December 2022 or any significant losses to arise
for the Group as a result of the guarantees given.

Other current liabilities-

The balance recorded under this heading at 31 December 2022 corresponds mainly to outstanding remuneration
to personnel, to accruals recorded to match revenues to expenses and to record operations on an accruals basis.

Fees paid to the auditors-

The fees for audit and other services provided during 2022 and 2021 by the Group's main auditor, KPMG Auditores,
S.L., or by companies related to them through control, joint ownership interests or management, together with
fees for services provided by other auditors to companies included in the consolidation, or by any company related
to them through control, joint ownership interests or management, are as follows:

Thousands of Euros
2022 2021
Services Services Services Provided Services Provided
Provided by Provided by by by Other Audit
the Main Other Audit the Main Firms
Description Auditor Firms Auditor
Audit services 2,354 1,499 1,687 2,064
Other verification services 660 253 27 199
Total audit and related services 3,014 1,752 1,714 2,263
Other services 40 1,949 - 613
Total professional services 3,054 3,701 1,714 2,876

Disclosure on the average payment period to suppliers in Spain-

This note contains the information required in accordance with Law 15/2010, of 5 July, modifying Law 3/2004, of
29 December, establishing measures to combat late payment in commercial transactions (amended by the Second
Final Provision of Law 31/2015, of 3 December), prepared in compliance with the Resolution issued on 29 January
2016 by the Institute of Accounting and Account Auditing (ICAC) on the disclosures required in the notes to the
annual financial statements with regard to the average payment period to trade suppliers and service providers.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Trade payables are understood to include amounts payable for the supply of goods or services (not including
suppliers of property, plant and equipment).

For the purposes of preparing this information, and given the nature of the Group's activities and operations, the
“payment period” is treated as the period between the invoice date (which in practice is generally on or close to
the date the goods and services are received from the supplier) and the payment date.

In accordance with the above, the information required under this legislation for the financial years ended 31
December 2022 and 2021 for payments made by the Group's Spanish companies is as follows:

2022 2021
Days (a) Days (a)

Average payment period to suppliers 47.71 50.50


Transactions paid ratio 48.44 50.28
Transactions payable ratio 43.48 51.76
Amount Amount
(Thousands of (Thousands of
Euros) Euros)

Total payments made 484,155 481,234


Total payments outstanding 83,842 83,206

(a) In accordance with Law 11/2013, of 26 July, establishing measures to support entrepreneurs and
stimulate growth and the creation of jobs, amending Law 3/2004, the maximum legal payment
period is 30 days, which may be extended to up to 60 days with the agreement of both parties.

Also, in connection with the information for 2022 relating to invoices paid by the Spanish Group companies in a
shorter period of time than the period established in the late-payment legislation, the Parent paid a total of 36,950
invoices (representing 72% of the total invoices paid in 2022), involving a total amount of EUR 387,268 thousand
(80% of the total amount paid during the year).

Environmental information-

Grupo Antolin's environmental activities focus on two general areas:

▪ Environmental Management System. Based on manuals and procedures common to all the centres defining
the measures to ensure strict compliance with current legislation, the rational use of resources and energy
and minimising the generation of waste.

▪ Environment-Sensitive Design. Through its research and development centres, the Group designs its products
with a view to minimising the environmental impact of the vehicle over its useful life.

The Group's property, plant and equipment includes certain investments the net book value of which at 31
December 2022 and 2021 totalled approximately 526 and 513 thousand euros, respectively, its purpose being to
reduce the environmental impact of the Group's activity and to protect and enhance the environment. In 2022 and
2021 the Group also incurred certain expenses aimed at protecting and enhancing the environment, totalling
approximately 5,674 and 3,299 thousand euros, respectively.

Grupo Antolin has no other environmental liabilities, provisions or contingencies that could have a significant
impact on its equity, financial position or results (see Note 16).

In particular, given the nature of its activity, the facilities of the Spanish consolidated companies were not included
in the national plan for the allocation of greenhouse gas emission allowances and, therefore, they have been
allotted no greenhouse effect gas emission rights. No greenhouse effect gas emission rights have therefore been
recognised in the consolidated statement of financial position at 31 December 2022 nor has any movement
occurred under this heading in 2022. Furthermore, in 2022, the Group has incurred no expenses nor has it recorded
any provision in connection with this item. The Group has not entered into any futures contracts relating to
emission rights, nor has it received any grants associated with such rights, and nor are there any contingencies
arising from greenhouse effect gas emission rights.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

(25) DISCONTINUED OPERATIONS

As indicated in Notes 3-g, 3-q and 6, in 2022, and with accounting effect from 1 January 2022, the Group decided
to discontinue its operations in the Russian geographical segment, and the sale process initiated was completed in
January 2023. This activity has been classified as a “discontinued operation” in the consolidated financial
statements for 2022.

A breakdown of the measurement of the assets and liabilities associated with this geographical segment at the
date of sale and at 31 December 2022, is as follows:

Thousands of
Description Euros

Non-current assets:
Intangible assets (Note 7) 397
Property, plant and equipment (Note 8) 2,137
Right-of-use-assets 2,291
Deferred tax assets (Note 19) 770
Current assets 3,965
Non-current assets held for sale 9,560
Non-current liabilities:
Non-current provisions (Note 16) (1,028)
Non-current financial liabilities (1,633)
Current liabilities (1,132)
Liabilities associated with non-current assets classified as held for sale (3,793)

Shown below is a breakdown of the revenue and expenses recognised by this discontinued business line in 2022
and 2021, whose net gains/(losses) are presented separately under the balances of the heading “Profit after tax
for the year from discontinued operations” of the accompanying consolidated income statement for 2022. With
regard to the revenue and expenses for 2021, due to their immaterial effect on the consolidated financial
statements, Parent’s management decided to maintain the presentation thereof in the income statement for 2021,
without restating the related balances:

Thousands of Euros
2022 2021
DISCONTINUED OPERATIONS:
Net turnover- 7,366 22,372
Changes in inventories of finished goods and work in progress (201) (139)
Other operating income 519 202
Supplies (4,527) (14,159)
Staff costs (2,220) (2,536)
Depreciation and amortisation (2,209) (2,014)
Change in trade provisions (9,913) -
Other operating expenses (5,452) (5,520)
Less - Own work capitalised 818 2,310
Operating profit of discontinued operations (15,819) 516
Finance income - 1
Finance expenses (340) (337)
Exchange gains (losses), net 1,814 155
Net finance income 1,474 (181)
Gain/(loss) on impairments or disposal of non-current assets (11,923) (25)
Profit before tax of discontinued operations (Note 19) (26,268) 310
Corporate income tax (Note 19) 283 (158)
Profit for the period from discontinued operations, net of tax (25,985) 152
Gains (losses) attributable to non-controlling interests - -
Profit attributable to the Parent (25,985) 152

The balance of “Profit for the period from discontinued operations, net of tax” in the accompanying consolidated
income statement for 2022 relates to the loss after tax obtained on discontinued operations during the year and
includes impairment to adjust their book value of the asset to their recoverable value.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The detail of the net increase in cash and cash equivalents of discontinued operations in 2022 and 2021, which in
2022 is included in the consolidated statement of cash flows of Group for 2022 under “Net increase/(decrease) in
cash and cash equivalents from discontinued operations”, and which in 2021 due to its nature, given that the
Parent management decided not to restate the balances for 2021 due to the immaterial effect in that year, is as
follows:

Thousands of Euros
2022 2021
CASH FLOWS FROM ORDINARY OPERATING ACTIVITIES (I):
Consolidated profit or loss for the year (before taxes) (26,268) 310
Adjustments to gains/(losses)-
- Depreciation and amortisation 2,209 2,014
- Non-current provisions 9,913 -
- Finance income and expense (1,474) 181
- Gain/(loss) on disposal of non-current assets 11,923 25
Operating profit or loss before changes in working capital (3,697) 2,530
(Increase)/decrease in trade and other receivables 5,257 7,603
(Increase)/decrease in inventories 2,678 (1,290)
(Increase)/decrease in trade and other payables (1,478) 436
Exchange differences and other items (688) (3,304)
Cash generated (used) in operations 2,072 5,975
Corporate income tax paid - -
Total cash flows from ordinary operating activities 2,072 5,975

CASH FLOWS FROM INVESTING ACTIVITIES (II):


Proceeds from disposal of investments - -
Payments for investments (1,992) (3,697)
Total cash flows from investing activities (1,992) (3,697)

CASH FLOWS FROM FINANCING ACTIVITIES (III):


Proceeds from/(payments for) equity instruments-
- Issue of equity instruments - -
Proceeds from/(payments for) financial liabilities-
- Proceeds from/(repayment of) other bank borrowings, net (195) 159
- Proceeds from/(repayment of) other financial liabilities, net (756) (2,121)
Other cash flows from financing activities-
- Finance income and expense paid, net (340) (337)
Total cash flows from financing activities (1,291) (2,299)
EFFECT OF FLUCTUATIONS IN EXCHANGE RATES (IV) - -
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED
OPERATIONS (I+II+III+IV) (1,211) (21)

(26) EVENTS AFTER THE REPORTING PERIOD

Following the close of the reporting period at 31 December 2022, the main events considered significant were:

• In January 2023 a preliminary agreement was entered into with “Delta Leasing Company” for the sale of 100%
of the shares owned by the Group in the Russian companies Grupo Antolin Saint-Petersburg and Antolin
Avtotechnika Nizhny Novgorod, Ltd. The sale transaction was executed in March 2023.

• In February 2023 “Shanghai Antolin Automotive Interiors Co., Ltd.” was incorporated, its initial company object
being to supply products associated with the overheads business unit.

No other significant events occurred subsequent to the 31 December 2022 close.

(27) EXPLANATION ADDED FOR TRANSLATION TO ENGLISH

These consolidated financial statements are presented on the basis of the regulatory financial reporting framework
applicable to the Group in Spain (see Note 2-b). Certain accounting practices applied by the Group that conform
with that regulatory framework may not conform with other generally accepted accounting principles and rules.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

GRUPO ANTOLIN-IRAUSA, S.A.U. AND SUBSIDIARIES

CONSOLIDATED DIRECTORS' REPORT FOR 2022

Performance of the businesses in 2022-

Russia's invasion of Ukraine at the end of February 2022 and its impact on the European energy market has
contributed to a significant slowdown in almost all European countries' economies. If we add to this the continuing
shortage of microchips, the persistence of bottlenecks in supply chains, the sporadic shutdowns of activity due to
Covid-19 in some cities in China, the generalised inflation linked to the rest of the production factors and the
interest rate hikes in Europe and the United States, the negative effect on the pace of economic growth is more
than notable compared to the expectations that were created at the beginning of the year.

The automotive sector was significantly affected by the impact of all these factors in the first half of 2022 although,
showing a gradual improvement in the second half of the year, it ultimately recorded an increase in its production
volumes of 6% in 2022 compared to 2021. Thus, the number of vehicles manufactured in 2022 amounted to 82
million units compared to the 77 million units manufactured in 2021.

In Western Europe, the estimated increase in production was +4.6%, which benefitted from increased volumes in
Germany (+11%) and France (+4.9%).

Production in Eastern Europe slumped by -10.1% due mainly to the -64% fall in production volumes in Russia as a
result of the conflict with Ukraine.

The NAFTA area increased its production level, manufacturing 14.2 million units, up from 12.9 million units in 2021.
This increase in units manufactured was reflected in the US and Mexico, where growth rates of 9.4% and 8.9%,
respectively, were reported.

In the Asia-Pacific region, vehicle production levels in China increased, translating into a 6.4% increase compared
to the previous year. In India, increases in production volumes reached 23% with respect to 2021, surpassing 5.1
million units.

Growth in the Mercosur area was positive (+8.2%) as a result of an increase in production volumes in Brazil
(+4.5%).

Within this context, Grupo Antolin's turnover, including tool sales on behalf of customers, reflects a growth of
9.75% with respect to 2021. On the other hand, the turnover for components (without including Tools on behalf
of customers) “on a like for like basis” increased by 13.4%, surpassing market growth.

In 2022 customer tool sales amounted to 143 million euros, compared with the 257 million euros recorded in 2021.

The performance by business unit was as follows: Doors & Cockpits (+10.4% or +230 million euros), Lighting
(+12.5% or +39 million euros) and Overheads & Soft Trim (+8.6% or +131 million euros).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

The increase in revenue by territory has its origin in the significant increase therein in NAFTA (+17.1% or +229
million euros), Asia Pacific (+23.7% or +140 million euros) and, to a lesser extent, in Mercosur (+55.7% or +33 million
euros) and Africa (+16% or +11.7 million euros). Also, decreases were recognised in the Europa area (-0.7% or -
13.4 million euros).

The reduction in revenue in Europe is linked to the lower volumes, mainly in England (-20%) and Russia (-100%),
as well as to reduced tool production levels in almost all countries.

The increases registered in the Asia Pacific area are explained by the increase in our business in all the countries in
which we operate, especially in China and India, with growth of 18.5% and 4.75%, respectively.

The percentage of our revenue in China in relation to total sales was 13.6%, as compared with 12.6% in 2021, and,
as a result, this revenue surpassed 600 million euros.

The growth of our activities in the NAFTA area originated from our operations in Mexico (+27%) and is explained
mainly by the good performance of our Doors & Cockpits business unit in that country and by the favourable
evolution of the US dollar and Mexican peso exchange rates.

The most significant increases in revenue by customer were recorded in relation to the Stellantis Group, General
Motors, Ford and Hyundai. On the other hand, the most significant decrease in revenue was that relating to BMW,
as a result of the sale of Antolin Spartanburg Assembly, Inc. in the United States, most of whose production was
dedicated to this customer.

Our internationalisation and diversification strategy are reflected in two key indicators. Some 91% of the Group's
average workforce were employed outside Spain in 2022, while consolidated sales excluding Spain accounted for
slightly more than 96% of the total.

In terms of profit or loss, the Group achieved EBITDA (profit from operations before depreciation and amortisation)
and EBIT (profit from operations) margins of around 6.7% and 0.4%, respectively. If we exclude the one-off items
associated with the GOA transformation process, the EBITDA and EBIT figures would be 7% and 0.65%,
respectively. These two aggregates were adversely affected as the result of rising inflation and its impact on the
increase in the cost of materials, as well as on all the other production factors.

Key events in 2022 included:

• In March 2022 Grupo Antolin sold 100% of its ownership interest in the US company Antolin Spartanburg
Assembly, Inc. to the Motus Integrated Technologies Group.

• Likewise, in March 2022, Grupo Antolin also sold all of its 61% holding in the Chinese joint ventures Chongqing
Antolin Tuopu Overhead System Co., Ltd. and Hanzhou Antolin Tuopu Overhead System Co. Ltd. to their
current shareholder, Tuopu Overhead System Co., Ltd.

• In June 2022 Grupo Antolin launched the GOA (Gear up Our Ambition) project. GOA is conceived as a broad
transformation program, whose fundamental objective is to transform Grupo Antolin into a more competitive,
more profitable, more customer-oriented company that attracts and retains talent.

• In July 2022 Grupo Antolin incorporated the Indian company Grupo Antolin Design and Business Services
Private Limited, whose main object is to provide engineering and CAD services.

• Also in the first seven months of 2022, Grupo Antolin repurchased and partially retired 9,700 thousand euros
of bonds relating to the issue maturing in 2028, as a result of which the balance redeemable stood at 380,300
thousand euros.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Research and development-

The Group's innovation drive aims to find creative solutions to the major trends redefining the concept of mobility
every day. As part of its “Smart Integrator” strategy, Grupo Antolin provides smart in-car solutions.

Grupo Antolin prioritises programmes that aim to technically enrich its products by developing solutions to embed
functionalities and designing processes to be more efficient and competitive.

Investment in cutting-edge technology has enabled us to incorporate the most advanced support for design work
and ensure the analysis and validation of our products and processes.

Grupo Antolin's Innovation Plan envisages the following strategic lines; fields in which the Group has vast
experience and which are proving to be very important for car manufacturers: MATERIALS and PROCESSES (focused
on weight reduction to minimise CO2 emissions), INDUSTRIAL FLEXIBILITY (innovative processes to produce different
functions), and INTELLIGENT INTERIORS (supporting our customers' brand strategies is crucial to the end user's
experience and perceived quality according to personalisation).

We continue to see industrial design and innovation as a distinguishing feature that customers appreciate in the
advanced stages of projects.

Our aim is to launch more integrated products that incorporate more technology and electronics, offering more
functionalities and new lighting solutions. This is what we have called our “Smart Integrator” strategy, which must
be our priority moving forward.

As an example of this innovation strategy, Grupo Antolin is working on efficient heating alternatives that enhance
sustainable mobility by decreasing power consumption and improving car autonomy. After researching several
technologies, Grupo Antolin's wager focuses on the use of heated surfaces that provide thermal comfort through
infra-red radiation. Any high-temperature surface emits radiation in the infra-red spectrum which may be used to
heat passengers at a given distance. Grupo Antolin's research work provides passengers with personalised heating
focused on a specific point without wasting energy in heating all of the air inside the car.

Another example of our innovation activities in lighting deals with the most innovative approaches in functional
and dynamic lighting. Dynamic ambient lighting systems use SmartLED technology that, combined with electronics
and control software, generate various light signals to inform the driver or passenger of vehicle conditions. In this
way, light is used as an element of communication between passengers and the exterior.

To accelerate the “Smart Integrator” strategy, we have to enhance our electronics capabilities. In 2020 Grupo
Antolin launched an Electronics Business Unit to support the other business units in the development of products
incorporating more electronic components.

Innovation is present throughout Grupo Antolin and, therefore, R&D and innovation activities are performed at all
the Group's centres and involve not only its technical departments, but also a large team of external partners.

Grupo Antolin continues with the open innovation initiative called “ANTOLIN i.JUMP” to work with engineers,
physicists and other STEM experts, and with start-ups, SMEs, technology centres and universities to accelerate
R&D and innovation.

Grupo Antolin's goal is to create an open ecosystem for exchanging knowledge and ideas to develop new
innovative solutions and novel models of collaboration to meet the challenges faced by the industry. The Group
has launched a programme of collaborative challenges with “ennomotive”, an open innovation platform that is
leading the way in tackling technological challenges. The platform already has over 15,000 engineers worldwide.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

ANTOLIN i.JUMP is included in the innovation strategy and forms part of the Group's talent attraction policy. The
Group needs to have the highest qualified staff to lead the way in the industry's current digital transformation.

Environmental and human resource issues-

One of Grupo Antolin's goals is to demonstrate its environmental commitment by dedicating time, effort and
resources to waste management, consumption, energy efficiency and management, and social awareness.

Our focus is based on reducing the environmental impact of our business activity.

In 2022, Grupo Antolin continued to increase its commitment to the environment through its policies for
“Environmental Management” and “Design for the Environment”. This commitment has resulted in technological
solutions which favour sustainability, prioritising innovative approaches that reduce weight, facilitate recycling and
make use of natural materials, features widely demanded by the market. Thus, for example, in June 2022 Grupo
Antolin received the prestigious “Plastics Recycling Award Europe 2022” for its sustainable overhead for vehicle
interiors.

The creation of the Sustainability Department in 2020, that incorporated Corporate Social Responsibility functions
as well as the Environment area, seeks to reinforce Grupo Antolin's commitment to the Development of a
sustainable business model. Grupo Antolin views sustainability as a cornerstone of the company's strategy that
brings competitiveness and value to the business.

In order to reduce CO2 emissions and minimise the use of energy from fossil fuels, we are developing numerous
products based on two environmental concepts: Light & Green. We are therefore committed to the environment,
working with makers on projects to reduce CO2 emissions and develop technologically sustainable products.

As proof of our commitment, Grupo Antolin adopts and applies the main conventions and guidelines established
in the UN's Global Compact (principles 7, 8 and 9) and in the Carbon Disclosure Project (CDP Water Disclosure
Project).

From the company we wish to transform the Sustainable Development Goals into concrete measures and actions.
We contribute indirectly with SDGs 1, 2, 6 and 14, and directly with the other 13. To do this, in 2018 we established
a master sustainability plan based on seven strategic lines: sustainable culture, environmental commitment, good
governance, compliance with human rights in the supply chain, committed team, shared value and sustainable
positioning. This year we took a further step and defined our sustainability goals in detail, in terms of the
environment as well as social and corporate governance aspects.

Although we are not directly responsible for vehicle emissions, we can help to reduce the environmental impact
they have through the optimisation of energy in our chain, and the efficient management of natural resources and
of the materials we use.

Our company's goal is to generate value for the planet. To do so we have set some ambitious, yet realistic
environmental goals. We have determined the progressive reduction of our carbon emissions to achieve neutrality
by 2040 in our own operations, with an intermediate 75% reduction in 2028 (this had previously been set at 30%).
We wish to extend this environmental commitment throughout our entire supply chain in order to achieve total
carbon neutrality by 2050.

Furthermore, we have raised our target for the use of renewable energy at global level to 70% by 2028 (this target
had previously been set at 35%).
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Grupo Antolin maintains its commitments acquired in 2003 with United Nations Global Compact, derived from its
principles of “good governance” in companies based on respect for human rights, environmental protection and
ensuring decent working conditions.

Main risks arising from activities-

The main risks which could affect the future development of our business, and the corresponding measures put in
place by Grupo Antolin to offset them, are as follows:

• Derivatives are used to eliminate or reduce exposure to interest rate fluctuations in certain financial
operations, given the impact an increase in interest rates could have on the Group's earnings. However, at 31
December 2022 no instruments of this kind had been contracted. On the other hand, a factor that mitigates
the risk derived from rising interest rates is to have over 59% of financial debt at fixed rates.

• The risk arising from a possible increase in the prices of raw materials, including the purchase of components
used in the production processes, is mitigated by the fact that Grupo Antolin deals with its main suppliers
under long-term agreements which help keep prices stable. Also, Grupo Antolin negotiates with its customers
to pass on increases in the prices of certain raw materials.

• The terms of agreements with customers have resulted in lower prices, which could reduce the Group's
margins. The Group develops improvement programmes and tools to offset such impacts with higher
productivity. Grupo Antolin also negotiates with its suppliers to help it absorb these price reductions.

• The extensive international expansion of the Group and its ever-growing volume of business outside the
eurozone expose it to exchange rate risks in currencies such as the Pound sterling, the US dollar, the Mexican
peso or the Chinese yuan, which could have an impact on its results. To reduce its exposure to this risk, the
Group uses a variety of mechanisms, such as using local suppliers and negotiating with customers and
suppliers to hedge against major fluctuations in currencies.

Outlook for the Group-

The latest forecasts for 2023 from leading economic organisations are that global GDP will show a growth of 2.9%.

This new forecast is two-tenths of a percentage point higher than the previous one issued in October 2022,
although it is lower than the GDP growth for 2022, which is estimated at 3.4%. This circumstance is a direct
consequence of the ongoing risks, such as that deriving from the war between Russia and Ukraine, the continuing
shortage of microchips, the COVID-19 variants, especially in China, the across-the-board inflation affecting
production factors, logistics problems and labour shortages in certain countries. Furthermore, from a financial
viewpoint, the interest rate hikes envisaged by the European Central Bank and the US FED to contain inflation may
add further uncertainty and volatility to the economic environment and the financial markets.

The latest worldwide production forecasts for the automotive sector in 2023 reflect a growth of close to 4%
compared to 2022, reaching close to 85 million vehicles compared to 82 million produced the year before.

In any event, and despite the aforementioned risks, the probability of growth in the production of vehicles in 2023
continues to be high, given that the strong and, until now, contained demand for vehicles will very possibly have
to be met with a corresponding increase in supply during 2023.

In terms of profit or loss, our latest forecasts for 2023 predict a possible increase in revenue of more than 10%,
thanks to the good performance of business in the NAFTA area and the positive evolution of the Chinese market.
We expect the EBITDA margin (as a percentage of sales) to outpace the figures for 2022, which, disregarding the
effects of one-off items, could exceed 7.5%, or 8% if the future synergies associated with those one-off items are
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

taken into consideration. This increase in margins would be due to the initiatives identified and applied through
the GOA transformation programme, which envisages footprint optimisation programmes, and the fixed and
variable cost reduction resulting from the digitalisation and standardisation programme executed in previous
years, as well as the updating of our commercial agreements with our customers.

Subsequently, in the short and medium term the Group is confident that it will boost its profit margins significantly.

Also, the Antolin Group’s current liquidity situation, thanks to undrawn credit and revolving credit facilities,
together with the extensive diversification of its business model along geographic, customer and product axes,
allows us to address any contingency that might arise with high doses of confidence and peace of mind.

Non-organic growth and the forging of alliances with technology partners remain a key part of the Grupo Antolin's
strategic approach and we will continue to explore the market for opportunities that will complement our current
business units, helping to add value to our product portfolio and make it more attractive.

In response to new challenges in the automobile sector, Grupo Antolin continues to work on new market trends
related to driverless cars, new sources of energy, transport systems, connectivity and vehicle customisation.

To lead the industry revolution and anticipate customers' needs, last year Grupo Antolin strengthened its
Innovation department with the new Electronics and Integrated Products department. The aim is to improve
capacities in electronics and commit to the integrated development of new solutions.

To meet these new challenges and maintain our position as market leaders, Grupo Antolin is supported by a highly
experienced and effective team of human resources whose abilities, initiative and talent are recognised by the
sector.

Grupo Antolin continues to launch numerous initiatives in respect of Sustainability, as part of our firm commitment
to the environment and the society in which we live.

The Group continues to implement new measures to improve and streamline spending and ensure investments
are more efficient in order to maintain margins at levels that continue to enhance shareholder value.

Disclosure on the average payment period to suppliers in Spain-

The details of the average payment period to suppliers in 2022 and 2021 by the consolidated companies subgroup
in Spain, prepared in compliance with the Resolution issued on 29 January 2016 by the Institute of Accounting and
Account Auditing (ICAC), is as follows:

2022 2021
Days (a) Days (a)

Average payment period to suppliers 47.71 50.50


Transactions paid ratio 48.44 50.28
Transactions payable ratio 43.48 51.76
Amount Amount
(Thousands of (Thousands of
Euros) Euros)

Total payments made 484,155 481,234


Total payments outstanding 83,842 83,206

(a) In accordance with Law 11/2013, of 26 July, establishing measures to support entrepreneurs
and stimulate growth and the creation of jobs, amending Law 3/2004, the maximum legal
payment period is 30 days, which may be extended to up to 60 days with the agreement of
both parties.
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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

In general, the Group is complying with the maximum legal payment periods to trade suppliers established in
Spanish law to combat late payment. It is currently assessing measures to be implemented in the next financial
year to reduce the payment period in those cases where the maximum period has been exceeded. These measures
will centre on reducing the processing time for receiving, checking, approving and accounting for invoices (with
improved use of electronic channels and technology) and improving procedures for resolving incidents in this
process, so that payment orders can be released on the monthly payment dates established by the Group and
within the maximum period established in legislation to combat late payment.

Events after the reporting period-

Following the close of the reporting period at 31 December 2022, the main events considered significant were:

• In January 2023 a preliminary agreement was entered into with “Delta Leasing Company” for the sale of 100%
of the shares owned by the Group in the Russian companies Grupo Antolin Saint-Petersburg and Antolin
Avtotechnika Nizhny Novgorod, Ltd. The sale transaction was executed in March 2023.

• In February 2023 Shanghai Antolin Automotive Interiors Co., Ltd.” was incorporated, its initial company object
being to supply products associated with the overheads business unit.

No other significant events occurred subsequent to the 31 December 2022 close.

Shares in the Parent-

The group companies held no shares in the Parent at 31 December 2022, and no operations were performed with
such shares during the twelve-month period ended on 31 December 2022.

Consolidated non-financial information-

Pursuant to the option permitted in Article 49.7 of the Spanish Commercial Code, the Parent's Directors have
prepared a “Consolidated Non-financial Information Statement” (Consolidated NFIS) for Grupo Antolin Irausa,
S.A.U. and Subsidiaries for the year-ended 31 December 2022 in a separate report. It is expressly stated therein
that said information forms part of the accompanying consolidated directors' report for 2022 and includes the
content stipulated for this statement in the aforementioned Article 49 of the Commercial Code.
Grupo Antolin-Irausa, S.A.U.
and Subsidiaries

Non-financial Information Statement 2022

1
Contents
I. About this report ............................................................................................................................... 4
360º analysis. Listening and understanding: materiality and relevant issues ......................................... 4
Keys to generating value: Strengths ......................................................................................................... 6
Antolin's mission ...................................................................................................................................... 6
Other considerations of this report.......................................................................................................... 6
II. Business model ................................................................................................................................. 8
Geographical diversification ..................................................................................................................... 9
Sector trends .......................................................................................................................................... 10
Antolin, looking ahead ........................................................................................................................... 11
III. Grupo Antolin’s global plans ........................................................................................................... 13
Governance model: Policies, Processes and Guidelines ........................................................................ 13
Due diligence to ensure compliance ...................................................................................................... 13
Conflicts of interest ................................................................................................................................ 14
Monitoring and update .......................................................................................................................... 15
IV. Risk management model................................................................................................................. 16
Key principles ......................................................................................................................................... 16
Functions and responsibilities in the management of corporate risks .................................................. 16
Antolin risk catalogue and procedure .................................................................................................... 17
Climate change risks on Antolin’s activity .............................................................................................. 19
Strategy management ............................................................................................................................ 20
Antolin's ESG goals ................................................................................................................................. 22
V. Environmental and energy management ........................................................................................ 25
Value for the planet: management approach ........................................................................................ 25
Towards a carbon-neutral company ...................................................................................................... 25
Energy management: energy efficiency and renewable energy ............................................................ 27
Detailed general information ................................................................................................................. 30
Circular economy and waste prevention and management .................................................................. 33
Partnerships for sustainability. External collaborations ......................................................................... 37
Protection of biodiversity ....................................................................................................................... 38
Environment in figures ........................................................................................................................... 38
VI. Labour and personnel management ............................................................................................... 40
Mobility of the future: transformation for people ................................................................................. 40
Policies, processes and guidelines: People ............................................................................................ 42
Talent management, attraction and retention ...................................................................................... 43
Corporate diversity and equal opportunities ......................................................................................... 43
2
Organisation of work .............................................................................................................................. 47
Training and development ..................................................................................................................... 48
Labour relations ..................................................................................................................................... 52
Health and Safety ................................................................................................................................... 56
Personnel management in figures ......................................................................................................... 59
Employment I ......................................................................................................................................... 59
Employment II ........................................................................................................................................ 60
VII. Human Rights .................................................................................................................................. 66
The root of our decisions and actions .................................................................................................... 66
Public commitments in respect of human rights ................................................................................... 66
Commitments enshrined in the human rights policy ............................................................................. 67
Due diligence process ............................................................................................................................. 68
Remediation mechanisms ...................................................................................................................... 70
VIII. Corruption and bribery ................................................................................................................... 72
Zero tolerance, risk areas and management approach ......................................................................... 72
Due diligence and prevention practices regarding members of the organisation, third parties and
business partners ................................................................................................................................... 77
Measures adopted to prevent corruption and bribery .......................................................................... 77
Transparency channel and other reporting mechanisms ...................................................................... 79
Measures to combat money laundering ................................................................................................ 81
IX. Society ............................................................................................................................................. 82
Local roots to develop the global project............................................................................................... 82
Policies and commitments ..................................................................................................................... 83
Commitment to sustainable development ............................................................................................ 84
Creation of shared value ........................................................................................................................ 84
Responsible supply chain ....................................................................................................................... 93
Consumers .............................................................................................................................................. 99
Tax information .................................................................................................................................... 100

Appendix I. Explanatory Notes ..................................................................................................................................................................................... 101

Appendix II. Antolin’s policies and commitments ........................................................................................................................................................ 103

Appendix III. Table of contents required under Law 11/2018 ...................................................................................................................................... 108

3
I. About this report
360º analysis. Listening and understanding: materiality and relevant issues
Given the profound transformation facing the automotive sector, against a background as dynamic as the
current one, the ability to adapt, to know how to listen and understand the signs in the industry and to
differentiate what is important and a priority from what is not is going to play a key role in the future
viability of the business.
In the last quarter of 2017 Antolin conducted a materiality study in order to identify the expectations and
concerns of stakeholders and try to respond to them through the business model and its business activity.
Its lines have been reviewed internally each year, so as to prioritise and/or reorient the actions envisaged
in the plan in response to the current situation at any given time. An independent expert collaborated on
this study at every stage.
The overriding purpose of this study was to interlink and align the company’s strategy beyond mere
financial matters, attending to the actual needs and expectations of the different stakeholders and the
environment, translating them into common goals within the company, tailored to each department,
business unit and territory on the basis of:
 VISION > What does Antolin want?
 GLOBAL TRENDS > How does it plan on approaching them? How should it?
 STAKEHOLDERS > What do they expect of Antolin?
 RISKS and OPPORTUNITIES > What possible impacts of its decisions and operations require
concentrated efforts and resources? How can it transform the risks identified into business
opportunities?
 BEST PRACTICE > What is its yardstick? Internal? External?

Methodology:

Based on analysis of the above information, the degree of progress in sustainability and the lines of actions
identified together with the initiatives already implemented by the company, Antolin defined the relevant
topics considering progress made in each one, as well as their importance at present and going forward.
Moreover, the valuations given by the different stakeholders were weighted based on the importance of
their opinion to the business.

4
On that basis, the different topics identified were prioritised taking into account the risk and opportunity
represented by each for Antolin at each of the stages making up its business model.
Graphical materiality analysis: Prioritise, anticipate and focus:

Updating of relevant issues


As a result of the projects carried out and managed by the different areas of the company throughout the
period, Antolin has been able to direct its efforts and actions towards those issues considered a priority
for the main stakeholders, including the company itself.
As part of the annual corporate reporting process, the materiality has been updated, in an exercise to
adapt and communicate Antolin's response to these expectations and demands from the business.
To perform the analysis, the concept of materiality has been taken into account, from the “outside-in”
perspective (from the environment to the company) and from the “inside-out” perspective (from the
company to the environment). In this way, work has been done, on the one hand, on the identification of
relevant environmental, social and governance issues that affect the development, performance and value
of the business and, on the other hand, on the impact that the business has on its surroundings, mainly
on people and the environment.
Information from different internal and external sources has been taken as the basis of materiality to
present Antolin's performance during the year for those groups that:
- Wish to understand the purpose of the business, based on its positive and negative contribution to
sustainable development;
- Improve the company's economic decisions to increase its value.
Due to the company’s double vision, the issues with the greatest relevance for the business and for the
environment include the following:

5
As part of the process towards implementation of the new regulatory framework of the Corporate
Sustainability Reporting Directive (CDSR), Antolin foresees a double materiality analysis from a financial
perspective, in accordance with Appendix 2.6 ESRG 1 Double materiality of EFRAG, to advance in the
calculation of the financial value of each material issue.
Based on the issues identified in the area of sustainability, the objective for the next three years is to
define the risks and opportunities - which are material from a financial perspective - that influence or may
influence business performance in the short, medium or long term, in accordance with the new framework
described.
All of this is part of the strategic plan review process carried out within the company in 2022 in order to
update its objectives and strategy.
Keys to generating value: Strengths
Six aspects define the company’s success:
 Long-term vocation arising from being a family business.
 Excellent risk management in decision-making.
 Economic efficiency and financial strength.
 Close customer relations through innovation and a culture of customer centricity.
 Operational excellence, technological development and commitment to innovation and
digitalisation.
 Talent and managerial leadership, as well as the commitment of the teams.

Antolin's mission
Play an active role in building the mobility of the future from the inside: our people, our products.
Make a difference through our sustainable values and commitments, with our Company recognised as a
pioneer in the field of sustainability in the automotive parts industry because of our commitment to
corporate social responsibility.

Other considerations of this report


This Non-financial Information Statement has been prepared in line with the requirements set out in Law
11/2018 of 28 December 2018 on non-financial and diversity information, approved by the Congress of
Deputies on 13 December 2018, amending the Spanish Code of Commerce, the Revised Spanish Companies
Act approved by Royal Legislative Decree 1/2010 of 2 July 2010, and Spanish Audit Law 22/2015 of 20 July
2015 on non-financial and diversity information (in accordance with Royal Decree-Law 18/2017 of 24
November 2017).
To ensure that the content of this report reflects the company’s performance in relation to sustainability,
the Global Reporting Initiative (GRI) Standards, per the option selected, and Directive 2014/95/EU on Non-
financial and Diversity Information, as well as the ten principles of the Global Compact, were taken into
account.
The results of the materiality analysis performed in the last quarter of 2017, together with the update
carried out in 2021 on the basis of double materiality, were considered in the preparation of this report
and the selection of its content. Materiality completed in 2022 - a key year for the company's
transformation process - with the results of studies and analyses to respond to market, sector and
customer requirements; to the assessments and valuations of rating agencies, investors and financial
institutions; and to increasing regulatory requirements.

6
All this has made it possible to interlink and align Antolin’s strategy as a business, from a broader
perspective than just financial matters, encompassing the strategic needs and expectations of its
stakeholders and the environment, translating it all into common goals within the company, tailored to
each department, business unit and territory. Based on this materiality and the company’s activity and
business model, the following content set out in the law has been considered “non-material”:

 Food waste, as this bears no relation to the business.


 Biodiversity, as Antolin is not present in any special protection areas and, consequently, has no
direct impact.
 Consumers, as the activity is B2B.
The scope of this non-financial information statement is the same as the scope of consolidation of the
financial information. See Appendix I and the notes on scope for further information.
The Consolidated Non-financial Information Statement (Consolidated NFIS) of Antolin Irausa, S.A. and
Subsidiaries for the year ended 31 December 2022 is prepared and presented as a separate report but
forms part of the 2022 consolidated directors’ report.
In accordance with prevailing mercantile legislation, this Non-financial Information Statement has been
subject to assurance verification by KPMG Asesores, S.L.

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II. Business model
Antolin is a leading multinational company specialising in the design, development, manufacture and
supply of components for automobiles. The company is a global supplier of innovative technological
solutions for automobile interiors at a time when new mobility paradigms are making this a more
sustainable and technologically advanced space that aims to improve the travel experience. It supplies the
world’s main OEMs, outfitting nine of the ten most-sold vehicles worldwide and the ten most popular in
Europe in 2022.
At 31 December 2022, Antolin’s business spanned more than 26 countries and approximately 134
production plants and Just In Time (JIT) assembly and sequencing centres, and more than 24 technical-
sales offices. Antolin has also supplied components to almost 100 different automotive brands. Antolin
has equipped approximately 600 different vehicle models and estimates that its components are present
in one of every three vehicles produced worldwide.
Thanks to the added value of its products, countries and customers, the company is able to take advantage
of diverse global growth opportunities, particularly owing to its presence in Eastern Europe, North
America, South America and Asia-Pacific, which in the past helped mitigate the impact of fluctuations in
local and regional production on the business, especially in recent years, when global supply chain
problems have arisen.
The company headquarters are located in Burgos, Spain. Antolin had 24,122 employees in 2022, compared
to 25,023 in 2021. Antolin is fully owned by the Antolin family, whose members are wholeheartedly
committed to the long-term strategy and growth of the business.
At 31 December 2022, Antolin had four main businesses structured into five business units:
Overheads. Antolin is the leading manufacturer of modular headliner solutions which integrate highly
diverse functions such as acoustics, safety, panoramic overheads and lighting. Its production spans the
entire range of overheads sold on the market, from substrates to more complex modular systems.
Antolin uses key technologies for overhead substrates, benefiting from full vertical integration
beginning with the production of polyurethane foam and ending with the final assembly of the
overhead systems. The company makes sun visors using all the available technologies on the market
and adding a range of functionalities to the end product. The aim of the organisation is to fulfil the
needs of vehicle manufacturers regarding sustainability, weight reduction, tailoring, improved safety
and enhanced acoustics of overhead elements.
Doors and hard trims. Antolin has considerable experience in the manufacture and supply of a broad
range of door systems, including door panels (front, back and sliding panels), pillars (upper and lower
pillars and rear panels), window regulators, trunks and rear hatches. Leveraging its ample capacities,
Antolin integrates various components into the door panels, for instance electronic devices, lighting
and decorative inserts, which provide safety, comfort and functionality. The company specialises in
door trims and mechanisms, capitalising on unique technological market synergies that enable it to
offer a broad array of modular solutions. The company’s door panels incorporate innovative product
and process technologies, as well as materials to reduce the weight (natural fibres or chemical foams).
Instrument panels and central consoles. Antolin is a global manufacturer and supplier of cockpit
modules, including instrument panels, central consoles and glove compartments. Antolin’s capabilities
lie in the field of design and engineering, styling, mechanisation, manufacture, assembly and
sequencing and integration of electronic and lighting systems, as well as other functionalities. The
cockpit is at the heart of the car interior, combining the instrument panel with the vehicle’s key
systems. Antolin’s experience in integrating the various components and systems creates a product
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that addresses the latest trends in mobility: electric, connected and shared vehicles. The company's
experience in developing high-quality interiors means it can design and manufacture instrument panels
that combine outstanding finishes with technological and safety performance, for example the
integration of the seamless leather passenger airbag system. Antolin is skilled in various exclusive cover
technologies such as the double slush skin, which creates a beautifully textured and finished trim at
half the weight and a competitive cost, or natural leathers that are cut and sewn with decorative
stitching that speaks to technological craftsmanship.
Lighting, Human Machine Interface (HMI) and electronics. Antolin is expanding its portfolio of lighting,
HMI and electronic systems solutions as part of a strategy play aimed at enhancing the value of its
components. Antolin draws on a wide range of solutions using a variety of technologies that include
both traditional products such as overhead consoles, ambient lighting or exterior lights, and new
developments such as smart surfaces or vehicle access systems.
Antolin is one of the few global suppliers that can reap the benefits of full vertical integration in the
production of lighting components ranging from the manufacture of plastic parts and lenses to electronics
and lighting. The aim is for electronics, decorative surfaces and lighting solutions to combine flawlessly
with the rest of the products in the company’s portfolio, adapting to customer demand for smart systems.
This in turn provides increasing synergies with other lines of business and enables the company to develop
HMI solutions that open up new avenues of passenger-vehicle interaction. Thanks to these capabilities,
the company can offer customers an integrated, innovative range of custom technological solutions,
reaping a significant competitive advantage over other suppliers.
Antolin is convinced that its financial and operational success and stability are underpinned by its strategic,
customer-centred geographical growth, highly diversified sources of income and experience in
manufacturing, processes, design and technology. Antolin believes these factors have enabled it to attain
its current position as a leading global supplier of interiors for the automotive industry, making it a key
supplier vis-à-vis many of the largest global OEM manufacturers.
Global context
2022 will be remembered as the year when geopolitics, energy and finance converged, bringing with them
three crises that were felt globally. Higher energy and raw material prices added further complexity to a
situation still suffering the aftereffects of the pandemic and the break in supply chains. The main countries
fuelling the global economy saw their inflation figures climb higher with every passing month and, in
response, both the Federal Reserve and the European Central Bank resorted to interest-rate hikes.
The industry has had to face scarcity of components and destocking of raw materials such as chemicals,
plastics, steel, aluminium and paperboard, all of which are essential for production. Spiralling inflation and
the difficulty in passing higher costs on to customers has left its mark on companies.
Antolin’s resilience in the face of the challenge of maintaining its competitiveness in this very complex
context is noteworthy. The company has worked to minimise the effect of the scarcity of semiconductors
and other raw materials, and the increase in supply costs and their impact on the business. Against this
backdrop, the company is focused on improving efficiency and keeping costs down, as well as preserving
profitability and cash flow generation.

Geographical diversification
At 31 December 2022, Antolin’s global footprint spanned 26 countries and approximately 133 production
plants and JIT assembly and sequencing centres, and 24 technical-sales offices.

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2022
Country Production centres Technical-sales offices Total
Germany 14 6 20
Argentina 1 -- 1
Austria 1 -- 1
Brazil 6 -- 6
China 26 3 29
South Korea -- 1 1
Slovakia 4 -- 4
Spain 14 2 16
United States 13 1 14
France 4 2 6
Hungary 2 -- 2
India 5 2 7
Italy 1 -- 1
Japan -- 1 1
Morocco 1 1 2
Mexico 13 2 15
Poland 1 -- 1
Portugal 2 -- 2
United Kingdom 6 1 7
Czech Republic 9 1 10
Romania 2 -- 2
Russia 2 -- 2
South Africa 4 1 5
Thailand 1 -- 1
Turkey 1 -- 1
Vietnam 1 -- 1
Total 134 24 158
In recent years, Antolin has focused its international growth efforts in markets outside the traditional ones
in Western Europe, creating a growing demand for its products and an increase in its market share. The
company remains firmly dedicated to regions and countries that offer high growth potential and to well-
consolidated markets such as the United States and China, China being the largest market in the world in
terms of the number of vehicles produced and sold.
As part of its customer-centric strategy, the company has proactively coordinated its plans to penetrate
growth markets through its OEM customers. Thus, whenever a customer who is an OEM expands into a
new market or location, Antolin evaluates whether it makes strategic sense to set up a centre there or
not. The company’s high geographical diversification means it can take advantage of global growth
opportunities while mitigating the impact on its business of fluctuations in regional demand during
economic downturns or the global supply chain problems of recent years.

Sector trends
A number of trends define our present and are shaping our future. Around these trends, a new mobility
model is consolidating, one that is sustainable, smart and safe, in which Antolin is a key player.
 Lighter, more comfortable vehicles. Vehicles are becoming lighter to reduce emissions and
components are being produced using natural or recycled materials and renewable energy sources,

10
which have a lower impact at the end of their life cycle. As technology advances, higher levels of
security and connection between the various components and the environment are incorporated.
People enjoy a unique travel experience which transforms the vehicle interior into a smart,
sustainable, more comfortable space that interacts with the passenger.
 Electric and hybrid mobility. Consumers are becoming increasingly aware of the impact of CO2
emissions on the environment, which influences their car-buying decision. Electric and hybrid
vehicles have experienced a surge in production due to growing global demand across all segments.
Furthermore, the main global economies are working to increase market penetration of cars
powered by alternative fuels (European Union: 30 million electric vehicles in 2030; USA: 50% of cars
sold in 2030, electric or zero emissions; China: 25% of sales in 2025, alternative energy vehicles).
 New consumers. In the new mobility paradigm the vehicle is the reflection of a new breed of
consumer who not only seeks to travel between two points but who also aspires to have an
experience that is consistent with their values and world view. Therefore, in addition to the
attributes that are usually considered (affordability, comfort), they also demand from
manufacturers a commitment to sustainability, flexibility and immediacy in meeting their needs.
 Vehicle as a Service. This type of consumer coexists with others born of the economic context of
recent years and with generations (Millennials, Gen Z) that value use more than ownership. This
has given rise to business models such as leasing, car sharing and subscriptions to platforms —much
in the same way that one subscribes to streaming services— using vehicles by the month, without
making a long-term commitment. This trend towards Vehicles as a Service rather than as a product
requires comfortable, safe interiors that are also particularly robust to withstand constant use.
 Interconnected ecosystem. Numerous stakeholders come into play according to the different uses
and life cycle of the vehicle. Automobile manufacturers, technology companies, electric utilities,
financial institutions, regulatory authorities and traffic managers, internet providers, fleet
management companies, data aggregators and infrastructure operators are just some of these. The
new paradigm breaks up the traditional linear value chain, giving rise to one made up of multiple
cross-cutting value chains in which collaboration is essential. Ever customer-focused, automotive
component manufactures are fated to relate, interact, cooperate and learn alongside new partners
such as industrial, technology and services companies.

Antolin, looking ahead


Antolin wants to take advantage of the transformation of the industry from a privileged vantage point,
the car interior, which is undergoing profound change as a result of the new mobility, becoming a smarter,
more technological, more sustainable space that offers passengers a better journey. The company is
forging ahead with its strategy, speeding up its business transformation to secure its position in the market
as a global supplier of technology solutions for automobile interiors, while implementing a sustainable,
responsible business model in which stakeholders occupy centre stage, thus creating value for them.
With the same determination and audacity it exhibited in the beginning, Antolin has embarked on a new
stage of its long history with the aim of consolidating its foothold in the industry as a global supplier of
innovative technological solutions in order to be at the forefront of these new times. The company has
launched an ambitious transformation programme, the goal of which is to generate greater value through
the existing business while developing a project aimed at achieving robust, profitable growth over the long
term. The transformation project, known as GOA (Gear up Our Ambition), was presented and approved
by the board of directors on 25 May 2022, with the ambition of spearheading the transformation of the
mobility industry from the vehicle interior.
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The programme has three main objectives: to increase company profitability, propelling the EBITDA
margin into the double digits; to develop the business portfolio to enlarge our presence in markets with
high growth potential; and to attract the best talent to Antolin.
To achieve these objectives, the company has identified four key levers:
 Forging closer ties with vehicle manufacturers through innovation and a customer-centric culture.
 Pursuing operational and industrial excellence.
 Accelerating technological development, innovation and digitalisation.
 Talent and team commitment, as well as managerial leadership.

The entire GOA Transformation Plan forms part of Antolin’s commitment to continuing to roll out a
sustainable, responsible business model in which stakeholders occupy centre stage, thus creating value for
them.

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III. Grupo Antolin’s global plans
Governance model: Policies, Processes and Guidelines
Grupo Antolin’s Corporate Governance Model comprises the set of rules and principles that ensures the
proper functioning of the company’s governing and operating bodies. It incorporates the entire internal
structure of the company and Grupo Antolin, which comprises:
 the Articles of Incorporation;
 the internal Corporate Governance rules;
 the Vision and Values;
 The Code of Ethics and Conduct;
 Corporate policies implementing the principles that underpin the system;
 Any other internal codes, processes and procedures required or recommended by sectoral
provisions issued to implement the aforementioned standards and principles approved by the
company’s competent bodies;
 The regulations of the Board of Directors and delegated committees.

Grupo Antolin’s organisational model is built on process-based management. Therefore, the management
model is an essential part of the corporate governance approach to the strategic decision as to which
management systems and internal regulations should be established.
It comprises a set of policies, processes, procedures, guidelines and templates to comply with international
standards on management systems and address internal management needs. It incorporates several
integrated management systems:

 IATF 16949. Quality.


 OHSAS 18001. Occupational health and safety.
 ISO 45001. Occupational health and safety 2019.
 ISO 14001 Environmental management.
 ISO 17025. Testing and calibration laboratories.
 ISO 27001. Information security.
 UNE 19601. Criminal compliance.
 ISO 37001. Anti-bribery.
 ISO 50001. Energy management.
 Other internal processes and procedures.

Legal compliance, respect and ethical conduct by the people who form part of the company reflect the
values and commitments described in Grupo Antolin’s Code of Ethics and Conduct and also apply to our
relationships and associations with third parties.
The Code of Ethics and Conduct is a living document drawn up by the Compliance department, reviewed
by the Ethics, Corporate Governance, Compliance and CSR Committees, and approved by the Board of
Directors. Last updated in 2019, we have tried to preserve its essence, reflect the organisational changes
and make the content more dynamic so that it can continue to be the touchstone for our Compliance
management system and the compass that guides our daily actions.

Due diligence to ensure compliance


In order for the company to be able to apply its principles and values to its relationship with external and
internal stakeholders, there need to be safeguards in place in the form of systems and procedures. From
this perspective, the minimum acceptable level of diligence is to learn about the conduct of those who

13
wish to be associated with the organisation. To this end, the due diligence procedures included in the
Compliance Management System are key. Through these procedures, the company defines, implements
and manages the due diligence applicable to the entire workforce and to PEPs within the organisation, as
well as to third parties and business partners associated with Grupo Antolin’s activities to different extents
and for different purposes depending on the point of the organisational perimeter through which risk can
penetrate.
Internal projection:
 All company personnel, to ensure that they are aware of the organisation’s expectations regarding
compliance;
 People who, due to their position and the responsibility associated with that position, are
particularly exposed to compliance risks.
External projection:
 Customers–upstream level– as they are the recipients of our products and services, based on the
way in which customers use them for purposes or in contexts that run counter to Grupo Antolin’s
commitments and values.
 Suppliers –downstream level– to ensure that the supply chain is aligned with the objectives of the
organisation’s management system. This is especially important when it runs through jurisdictions
where inappropriate practices are tolerated, especially as regards corruption and working
conditions.
 Business partners and third parties –lateral level– whose association with the company is based on
autonomous collaboration for a common purpose vis-à-vis third parties. The analysis thereof is
determined by the degree of influence that Grupo Antolin has over the partner or third party.
When any relationships or situations that may entail a risk are detected, the organisation’s monitoring
mechanisms for proper follow-up and subsequent validation are implemented and action plans are
created to ensure the company’s adherence to best practices and compliance with Grupo Antolin’s
governance model.

Conflicts of interest
Conflicts of interest are defined as a situation that affects a person’s objectivity, neutrality or
independence, and they occur when the judgement of a person working for an organisation tends to be
unduly influenced by a secondary personal or economic interest.
To identify and manage conflicts of interest, Grupo Antolin has implemented and approved the Conflict of
Interest Policy, which sets out measures to prevent and manage such conflict as follows:
 Implementation of effective procedures that prevent or control the exchange of information
between people carrying out activities that may involve risk, as well as independent oversight of
those whose main functions comprise activities or services that may involve some sort of risk.
 Definition and establishment of a form or certificate of conflict of interest, consisting in an individual
confidential statement to be completed by a specific group of people who, due to their
responsibility and authority, take part in decision-making and, consequently, are exposed to greater
risk (management, plant managers and personnel responsible for purchasing, sales and human
resources, and any other employee who may be called on to make a decision in a commercial or
institutional relationship).

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 Definition of procedures to enable any employee to report or ask for advice on potential situations
of this type. A confidential email address for Compliance and a Transparency Channel for the
submission of queries or complaints are provided.
 Training on conflicts of interest for personnel, who are kept abreast of the content and approval of
the Conflict of Interest Policy through internal communications.
 Establishment of a procedure and a system for segregating functions, automating access control
under the SAPGRC (Access Control) tool, which provides monitoring, administration and control of
access.

Monitoring and update


The Chief Compliance Officer, with the assistance of the various organisational areas, monitors the due
diligence procedures implemented at Grupo Antolin so as to be able to detect possible new risk profiles,
evaluate the action plans established according to their effectiveness and report its conclusions, together
with other information from the Compliance Management System as indicated in the Compliance
Management Model.

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IV. Risk management model
Key principles
Antolin considers risk management a key and indispensable task within the company. Effective risk and
crisis management is essential both for long-term financial planning and to ensure organisational
flexibility.
The organisation's internal control system covers risk management and is designed to effectively identify,
manage and monitor all the risks that may threaten the achievement of its objectives. Antolin defines ‘risk’
as any internal or external contingency that, if it materialises, would significantly impede or hinder the
achievement of the objectives set by the organisation.
The scope of the model covers 100% of the company's current operations, as well as those newly created.
The key principles of risk management at Antolin are:
 Manage risks throughout the company, without exceptions, in order to achieve the strategic
objectives set.
 Ensure compliance with the corporate risk management process, which includes the identification,
evaluation, response, monitoring, follow-up and reporting of risks.
 Set the risk levels that the company considers acceptable.
 Provide consistent and ample responses to risks based on business conditions and the economic
environment.
 Periodically review the risk assessment and the responses designed.
 Supervise the controls and strategies related to risk management to ensure that they work
effectively.
 Periodically evaluate whether identification, evaluation, response, monitoring, follow-up and
reporting of risks are in line with the latest standards.
 Design reporting systems, internal controls and strategies to manage and mitigate risks.
Risk management culture
Beyond these principles, one can speak of the existence of a genuine risk management culture at Antolin.
A culture that the company promotes and improves through different lines of action:
 Creation of economic incentives for senior management, which incorporate risk management
metrics: linking the long-term bonus 2022-2024 and the variable remuneration 2022 to the
company's environmental objectives.
 Training to educate and raise awareness about proactive risk management and mitigation - from a
preventive perspective - among the most exposed groups within the organisation.
 Communication of the risk policy to the entire company, as part of Antolin's management system.
 Proactive identification, reporting and updating of the company's potential risks every year. These
are channelled through the Risk Committee, on which the different areas of the company and the
employees themselves are represented.

Functions and responsibilities in the management of corporate risks


The Board of Directors, at its plenary meeting, reserves the right to approve Antolin's risk control and
management policy. -In accordance with the Regulations of the Board of Directors and delegated
committees updated to December 2021, the Board of Directors delegates the supervision of the
effectiveness of the company's internal control, internal audit, and financial and non-financial risk
management systems to the Audit Committee.

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The effectiveness of the company's risk management model and control activities are regularly evaluated,
with the results reported to the Audit Committee and the CEO. Furthermore, independent reviews are
carried out, either by the internal audit department or by external experts.
Moreover, the Sustainability and Corporate Governance Committee is responsible for assessing all the
company's non-financial risks: operational, technological, legal, social, environmental, political,
compliance and reputational risks. It is also responsible for ensuring the existence of a protocol to mitigate
these risks and their inclusion in both the organisation's global risk map and in the mitigation programmes,
in coordination with the Audit Committee.
The Executive Committee oversees the proper functioning of the risk management model and has the
following basic responsibilities, in addition to those it may assume for specific needs:
 Under the leadership of the CEO, it is in charge of implementing and managing the strategy, culture,
people, processes and technology that make up the company's risk management model.
 By delegation of the Board of Directors, the Executive Committee defines, updates and submits the
policy for approval, in the terms defined above, and subsequent dissemination. The policy is
documented and reviewed every three years.
 It reviews the budget allocated and supervises the assigned costs.
 It promotes the application of best practices in the area of risk management at Antolin, being
responsible for the function's continuous improvement.
 It assigns and involves the necessary personnel for which it is responsible, engaging in the
identification, evaluation, response and monitoring of such personnel and promoting the
application of Antolin’s methodology.
 It documents the organisation and responsibilities of the Risk Committee.
The Risk Committee is led by the corporate risk manager and is made up of representatives from the
following functions: industrial, commercial, finance, purchasing, legal counsel, internal audit, compliance,
marketing and communication and sustainability.
Its basic responsibilities in the area of risk management, regardless of any additional ones it may assume
in specific circumstances, are:
 Analysing Antolin's risk catalogue: this includes monitoring, detailed analysis and, where
appropriate, recommending the development of specific action plans.
 Driving the implementation of the action and/or contingency plans agreed with the risk
management function.
 Identification of new risks and updating of the risk catalogue.
 Definition of the risk assessment scale and the weight of each risk for subsequent consolidation
(CPI).
 Establishment of tolerance thresholds for indicators (level of risk aversion).

Antolin risk catalogue and procedure


Antolin's activities are exposed to risks that could affect economic growth or business activity in the
markets in which it operates. The organisation has a risk catalogue that includes the different types of
risks identified. To this end, it first determines all possible events - associated with internal or external
factors - that could generate risks or opportunities in the global sphere of the company. This exercise also
includes the detection of strategic objectives that may be affected by these potential risks.

17
The catalogue is periodically updated according to three criteria: probability of occurrence of the risk,
internal risk detection and management capacity, and impact in the event that the detected risk
materialises.
The consolidation of the assessed risks results in a new scorecard to be supervised throughout the year
with the aim of:
 Ensuring that risks are being managed in the manner foreseen by management.
 Evaluating whether the response plans continue to be efficient, providing information to those
responsible for them and initiating the pertinent action plans if necessary.
 Determining if the risk catalogue anticipates and reflects changes in business circumstances and
new economic conditions.
 Detecting possible variations or transfers from the threshold established for each of the indicators.

Non-financial risks are becoming increasingly important as a consequence of the potential impact they
can have on business plans and on company earnings if they are not properly detected or managed.
Antolin’s global risk management programme also focuses on the uncertainty of these other risks and
seeks to minimise adverse effects on the company’s profits. Accordingly, the company's catalogue of risks
includes those considered "non-financial" which, although not financial in origin, may have a quantifiable
impact on the business.
Corporate risks
Based on the COSO II model, Antolin classifies the corporate risks included in its catalogue into the
following four groups:
 Strategic: risks that affect high-level objectives, directly relating to Antolin's strategic plan (for
example, country risk in emerging countries, penalties for breach of financing contracts, shortage
of human resources, etc.).
 Operational: risks that affect the objectives related to the effective and efficient use of resources
(for example, customer credit risk, increases in the price of raw materials, fraud in the purchasing
process, etc.).
 Reporting: risks that affect the reliability objectives of the information provided, both internally and
externally (for example, reliability of financial information, fraud or error in the data reported to
official bodies, etc.).
 Compliance: risks that affect the objectives related to compliance with applicable laws and
regulations (for example, non-compliance with local labour or environmental legislation in
countries where Antolin operates, non-compliance with obligations derived from the Spanish
National Securities Market Commission (CNMV), etc.).
Specific risks
Antolin's corporate risk catalogue identifies, inter alia, the following specific risks:
 Corruption and money laundering: existence of situations that may bring criminal liability to
Antolin due to the actions of its employees, a failure to remain up to date with changes in applicable
legislation/regulations regarding reporting to official bodies, fraud or material error in the data
reported internally.
 Human resources: absence of necessary personnel (limited resource structure), labour disputes,
unexpected loss of key personnel, discrimination.
 Training: training deficiencies.
 Health and safety: safety and social security.

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 Environment: incidents in the environmental management of production (including waste
management), non-compliance with environmental legislation, negative impact of climate change
and its consequences.
 Suppliers: dependence on key suppliers and/or imposed by customers, inadequate selection of
suppliers, incidents in supplier management;
 Human rights: lack of awareness of or non-compliance with Antolin's code of ethics, failure to
comply with labour and with GDPR (data protection) legislation, discrimination against employees.
 Social action and local communities: non-compliance with tax legislation, corporate social
responsibility and supply chain.

Climate change risks on Antolin’s activity


Changing weather patterns are one of the most significant factors in assessing the risk arising from a
possible increase in the prices and availability of raw materials, including the purchase of components
used in production processes. In this regard, last year's drought in Taiwan has further aggravated the
problem of water shortages in Taiwan's factories, where much of the semiconductors used by the
automotive parts sector are sourced.
With regard to climate, Antolin has identified a number of potential risks and opportunities for the
company:
 Political, legal and reputational risks: the specific risks of "non-compliance with environmental
legislation" and of "incidents in the environmental management of production" (understood as the
occurrence of accidents with environmental impact) refer to the penalties that may be incurred as
well as the reputational damage derived from such incidents.
 Technological risks: in the case of incidents in the environmental management of production.
 Market risk: applicable to specific "climate change" risk, reference is made to the negative impact
of climate change and its consequences in meeting the company's strategic objectives.
 Physical risks: relate to the absence or inadequate definition of a business contingency plan that
covers both preventive management and recovery of activity in situations caused by serious
accidents and/or natural disasters. It considers extreme weather events that may significantly affect
its operations and facilities.
Based on the assessment of the company's climate risks, Antolin has defined a specific plan for each
context in order to adapt to physical climate risks, both in existing and new operations, through the
following measures:
 Assess the company's vulnerability to the impacts of climate change.
 Reduce the company's exposure to these physical impacts of climate change or strengthen its
adaptive capacities.
 Mitigate its consequences on the company's assets (buildings, equipment, etc.) and operations.
Since 2006, the organisation's activity has been insured by FM Global - a world leader in the field of
property damage - which attaches special importance to the protection and safety of factories, and whose
safety standards are among the most demanding in the world.
As part of Antolin's corporate risk policy, this insurer visits the company's main plants around the world
annually to assess, among other things, the climate risk of each facility.
In 2022, seven Antolin plants received the diploma from FM Global certifying that they had obtained
the highest HPR (Highly Protected Risk) rating that a company can obtain for its safety systems,
according to the standards of this insurer. With the inclusion of these seven facilities, 30 Antolin plants

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now have the HPR rating, with a further six factories expected to obtain it in the near future. All of this
demonstrates the high level of safety achieved by Antolin's factories.
Functions and responsibilities in the management of climate change risks
Led by the risk manager, the Risk Committee drives the implementation of action and/or contingency
plans agreed with the risk management function. Contingency plans per site are defined to cover both
preventive management and business recovery in the event of situations caused by major natural
disasters. They also take into account the internal and external risks associated with manufacturing
processes and ancillary equipment essential to maintain production performance and meet customer
requirements.
Each managing director - with the support of the other management functions - includes the actions to
be implemented in the event of an emergency, reviews and verifies the corresponding contingency plan,
as well as its effectiveness and updates, if necessary.
For their part, risk owners are obliged to train and raise awareness among personnel of these risks and
how to address them in the management model.
This training must always be delivered before the deadline set in the contingency plan.
The Risk Committee carries out a monthly assessment of the KRIs (Key Risk Indicators), in which it
evaluates the absence or inadequate definition of a business contingency plan covering both preventive
management and business recovery in the event of situations caused by major natural disasters.
These periodic assessments are carried out in accordance with defined tolerance thresholds:
 Risk of supply chain disruption to reduce dependence on suppliers presenting the main risks and
dependence on raw materials in general.
 Implementation of mandatory emergency management plans in accordance with Antolin's
occupational health and safety management system based on the ISO 45001 standard in
compliance with each local legislation.
 Ensuring the resilience of production facilities included as core responsibilities of the General
Services department (Facilities and Safety/Civil Works).
 Incorporating the physical risks of climate change into the assessment of feasibility in carrying out
new operations and including new businesses in Antolin's management model.
In relation to the Carbon Disclosure Project (CDP) assessment, in 2022 Antolin obtained a B in the CDP
Climate Change Index. The score it obtained for risk management processes was also a B, the average for
companies in the sector. In risk communication, Antolin again received a B, which was above the industry
average of a C.
Furthermore, in order to meet the upcoming requirements of Law 7/2021 on Climate Change and Energy
Transition, and in response to the recommendations of the TCFD (Task Force on Climate-Related Financial
Disclosures), Antolin is working to carry out an in-depth analysis in the near future to identify, assess and
quantify the financial impact of both climate-related risks and opportunities. The company will also have
to implement measures to mitigate such risks or exploit these opportunities.

Strategy management
As part of the powers defined in accordance with the internal operating regulations of the Board and
delegated Committees, the Board of Directors in full reserves the power to approve the company's policies
and strategy and, in particular, the strategic plan, as well as the management objectives and annual
budgets.

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To this end, the Executive Committee annually reviews Antolin's business plan, adapting it, if necessary,
to comply with the planned strategy in line with the company's vision and values. The plan is presented to
the Board of Directors for approval at an ordinary meeting in accordance with the established agenda and
meeting frequency.
Following the Antolin management model, the fields to be considered in the analysis of the business plan
are as follows:
 Trends and regulation
 Markets and customers
 Products and territories
 Main competitors
 Industrial operations and locations
 Technology
 Stakeholder expectations and demands
 Economic environment, profit and financial capacity
Each business unit analyses the environment by means of a SWOT (Strengths, Weaknesses, Opportunities
and Threats) analysis, based on the information available within the scope of its responsibility, on
customers, competitors, markets and technologies, previously structured and prepared. The SWOT allows
for an analysis of the strengths and weaknesses of the organisation in relation to the opportunities and
threats of the environment.
The combination of the four components of the SWOT (Strengths-S, Weaknesses-W, Opportunities-O
and Threats-T) gives rise to the strategic lines, based on:
SO (use strengths to exploit opportunities)
WO (overcome weaknesses by exploiting opportunities)
ST (use strengths to avoid threats)
WT (reduce weaknesses to a minimum and avoid weaknesses)
Each business unit, supported by the corporate areas, selects, prioritises and explains the strategic lines
in the SWOT tool, establishing the strategic objectives for each prioritised line.
Once the strategic lines and objectives have been identified, each business unit defines the strategic
actions, operational objectives, people responsible, deadlines and resources additional to those already
included in the business plan that contribute to achieving the objectives for which it is responsible.
The Antolin Executive Committee guarantees that each department contributes in an equitable and
proportional manner, and ensures the robustness, coherence, potential redundancies and oversights of
the strategic actions and objectives, based on the information contained in the Global SWOT and the
consolidated Strategic Plan. It also establishes and determines the lines, objectives and final actions of the
Strategic Plan and the planning (the execution time and annual value of the strategic objective).
The members that make up the Executive Committee, with the support of the corporate communications
area, disseminate the Strategic Plan clearly, verbally and in writing, within the scope of their responsibility,
the priorities and objectives of Antolin and the actions to be implemented to achieve them.
The corporate and operational departments deploy the strategic plan within the scope of their
responsibility, through the business plan and its materialisation in the annual budgets.
As part of the transformation process approved in 2022, during the second half of the year, the company worked on
the review of its strategic plan with a view to updating its objectives and strategy for 2023-2026, to give it greater

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ambition, including how the product portfolio should evolve, defining customers and setting the necessary
investments.

Antolin's ESG goals


The commitment to sustainable development permeates the entire organisation: it is Antolin's way of
being and doing things. The company assumes its responsibility for building a better future based on its
own activity and also from each and every one of the people who work in it. Its business model combines
the search for profitability with the ability to connect with the demands and needs of its stakeholders.
This responsible business model is based on three main areas that increase value for the company and
enable it to transform the challenges of the environment into business solutions: Planet, People and
Business. To make progress in these areas, since 2021 Antolin has had Environmental, Social and
Corporate Governance (ESG) goals, as well as a series of actions in place to achieve them, reviewed in
2022 as part of the process of continuous improvement and in response to the expectations and demands
of its main stakeholders, including the company itself. This review highlights more ambitious
decarbonisation commitments, increasing the Scope 1 and 2 emissions reduction target from 30% to 75%
in 2028 with 2019 as the base year.
ANTOLIN'S STRATEGY - ESG GOALS

VALUE FOR THE PLANET VALUE FOR PEOPLE BUSINESS WITH ADDED VALUE

Carbon-neutral company by Zero accidents. Safe and healthy working A benchmark in ethics,
2050 environment integrity and compliance
CO2-neutral in own operations 2.30 reduction in the overall frequency rate by 2030 100% of confirmed complaints
(Scopes 1 and 2) by 2040 resolved
Strengthening of commitment to health and safety
- 75% CO2 emissions by 2028
culture 100% of people trained in the Code
(compared to 2019)
of Ethics
Diversity, equity and inclusion, applied to
Circular business talent
Ecodesign. Life Cycle Analysis Diversity and inclusion focused on knowledge, A responsible supply chain
on main products values, skills and experience
100% adherence to the Supplier
10% reduction in non- Specific plans on the tangible dimensions of Code of Conduct by 2028
hazardous waste by 2028 diversity: gender, disability, age, race, cultural and
(compared to 2019). 95% of direct material suppliers
professional profile
assessed on ESG by 2028
Increased promotion of women to management
levels
Driver of social development
Promoting initiatives for the economic development
of society.

These three pillars of Antolin's sustainable business continue to set the company's course. An essential
guide in a situation of uncertainty and economic, geopolitical and social tension. In this scenario, the
organisation wanted to be more ambitious, raising the initial objectives, based on the ongoing analysis of
the company's materiality, in line with the process of transformation and review of the strategy developed
in the second half of 2022. The updated ESG goals will be approved and communicated in 2023.

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OBJECTIVES MAIN DEVELOPMENTS 2022

CO2-neutral in own operations (Scopes Reduction of total Scope 1 and 2 emissions


Carbon-neutral 1 and 2) by 2040 by 36% with respect to the base year
company by (2019) and 28% compared to sales
- 75% CO2 emissions by 2028 (compared
2050 to 2019) 10.92% of electricity from renewable
VALUE FOR sources, vs 2.46 in 2021
THE Ecodesign. Life Cycle Analysis on main
Monitoring of main Scope 3 categories
PLANET products

Circular 10% reduction in non-hazardous waste Consolidation of Life Cycle Analysis as an


business by 2028 (compared to 2019). ecodesign tool

-5.1% vs sales of non-hazardous waste

Zero accidents. 2.30 reduction in the overall frequency Reduction of 10.76% in overall frequency
Safe and rate by 2030 rate and 18.18% in severity rate
healthy
working Strengthening of commitment to health
environment and safety culture

Diversity and inclusion focused on Female presence of 60% on governing


knowledge, values, skills and experience bodies: 40% on the Board of Directors
Diversity, and 75% on the Advisory Council
VALUE OF Specific plans on the tangible dimensions
PEOPLE equity and of diversity: gender, disability, age, race, Women account for 28% of the Executive
inclusion, cultural and professional profile Committee
applied to Increased promotion of women to 4 new equality plans
talent management levels
Ranked 63 in the Merco Talent ranking of
rd

companies that best attract and retain


talent

Driver of social Promoting initiatives for the economic Contribution per employee of €38.13 vs.
development development of society €34.19 in 2021

100% of confirmed complaints resolved 100% of confirmed claims resolved


A benchmark in
ethics, integrity 100% of people trained in the Code of 91% of people trained on target group
BUSINESS and compliance Ethics* based on cumulative risk assessment in
WITH 2022.
ADDED
VALUE 100% adherence to the Supplier Code of 84% adherence of direct material
A responsible Conduct by 2028 suppliers and investments in 2022
supply chain
95% of direct material suppliers 63.1% of suppliers assessed in 2022
assessed on ESG by 2028

The transformation of the industry towards a decarbonised, sustainable economy means that economic,
social and environmental commitments and demands are increasing. For this reason, taking them into
account in decision-making at the highest level of the organisation is key to achieving the company's
objectives and maximising its results. As an example of the above, it is important to highlight the linking
of the variable remuneration of senior management to the achievement of ESG goals in the last financial
year.
To work on this leadership and step up its contribution to meeting the 2030 Agenda with an integrated
approach through its strategic business lines, in the last quarter of 2022 Antolin joined the third edition of
the United Nations Global Compact's six-month SDG Ambition accelerator programme.
In order to support management's commitment to sustainable development, Antolin has a Sustainability
Department - reporting hierarchically to the Board of Directors through the Sustainability and Corporate

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Governance Committee - to align its work with the objectives set by the company's highest governing
body. In addition, management reports functionally to the CEO.
The weight of ESG objectives in the company's business strategy and culture continued to become more
substantial and gain prominence in 2022, as shown by the significant improvement achieved in the main
ESG rating agencies' ratings, improving its risk profile and progress in the management of Antolin as a
sustainable business.
Antolin has been ranked the leading industrial company in ESG responsibility in Spain for the second
consecutive year, according to the 2022 Merco general company ranking for ESG Responsibility, the
leading corporate reputation and talent watchdog in Spain. The company has been recognised as one of
the 100 most responsible companies in ESG (Environmental, Social and Governance) terms, being
positioned 57th in the overall ranking, an improvement of 18 places with respect to the previous year.
In the category of the most environmentally-responsible companies, Antolin was placed in 38th position
and in 43rd place in the social category.
Merco ESG Responsibility assesses which companies best meet environmental, social and governance
criteria. The results are obtained through a series of surveys of different groups, which determine the
responsibility of the various companies. All the weighting criteria are public and, like the results of each
edition, can be consulted on the Merco website.

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V. Environmental and energy management
Value for the planet: management approach
Antolin is working to become a business benchmark in terms of respect for the environment, combatting
climate change and transitioning towards a low-carbon economy. It aims to use its activity to promote
compliance with the objectives defined in the Paris Agreement and the Sustainable Development Goals of
Agenda 2030.
Antolin’s management model establishes the corporate governance approach for the strategic decision as
to which management systems and internal regulations must be implemented in all Group companies
worldwide. This includes the use of various corporate management systems, such as the Environmental
Management System (EMS) based on ISO 14001 and the Energy Management System (EnMS) in
accordance with ISO 50001.
Corporate policies are approved by the company's highest governing body, the Board, and must be
adopted and respected by all the company's businesses. The Environmental and Energy Policy was revised
in 2022 to include more ambitious commitments, aligned with the Strategic Plan and the revised 2022
environmental objectives:

• Reinforce the principle of pollution prevention including preservation of air quality, efficient use of
water and other natural resources.
• Achieve net zero global emissions by 2050 to limit global warming to 1.5°C.
• Reduce our carbon footprint by designing more energy efficient processes and promoting the use
of renewable energy.
• Promote the use of sustainable materials.
Through Value for the Planet, which is one of the three pillars of the sustainable business strategy, Antolin
responds with concrete actions to its commitment to sustainable economic growth by using natural
resources in a rational and responsible way, as well as preserving, maintaining and protecting the natural
environment and living beings.
In 2022, as a result of an increasingly demanding context and the company's transformation process, the
environmental objectives have been revised, acquiring more ambitious decarbonisation commitments in
both processes and products.
The right to a safe, clean, healthy and sustainable environment is recognised by the UN Human Rights
Council. This is a premise that Antolin respects and promotes, as its environmental commitments are
combined with the policies, tools and processes with which the company protects human rights in its
sphere of influence.

Towards a carbon-neutral company


The company seeks to minimise its impact on the environment by optimising processes and developing
innovative sustainable solutions, anticipating the market and environmental protection legislation to bring
about zero emissions in its processes and supply chain. In line with these intentions, a commitment has
been made to achieve climate neutrality by 2050, and to this end, actions have been implemented to
reduce carbon emissions through three main lines of work:
Consume less: reduce consumption through the digitalisation of companies and the introduction of energy
efficiency criteria in processes and products.
Consume better: through the purchase of renewable energy and the promotion of the self-consumption
of emission-free electricity through photovoltaic installations.
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Compensation: to improve social and environmental positioning through actions such as reforestation.
As a result of the improvement actions carried out in recent years, total Scope 1 and 2 emissions have
been reduced by 35.6% compared to the base year (2019) and by 28% compared to sales. These results
will enable the company to meet its decarbonisation target: 75% reduction in scope 1 and 2 emissions by
2028.
Achieving total carbon neutrality by 2050 requires extending this commitment and involving the entire
supply chain. Notable in this regard is the project to calculate scope 3 emissions, initiated in 2022, which
has made it possible to identify the main categories of indirect emissions. This first step serves as a basis
for establishing a specific action plan and thus achieving the progressive reduction of emissions
throughout the chain.

The calculation was carried out in accordance with the Greenhouse Gas Protocol methodology (Technical
Guidance for calculating Scope 3 emissions) and includes the following categories:
• Purchased goods and services Cat. 1
• Capital goods Cat. 2
• Waste generated in operations Cat. 5
• Business travel Cat. 6
• Employee commuting Cat. 7
Depending on the availability of data, we have used various calculation methodologies validated by the
GHG Protocol.
Led by the sustainability area, a start-up specialising in the measurement, traceability and monitoring of
emissions throughout the supply chain has been involved during this entire process. As part of the team,
it is worth highlighting the internal collaboration of different areas such as procurement or digitalisation,
as well as the companies involved in the collection and supply of environmental data in the internal
environmental reporting tool launched in 2021. This tool, developed internally in SAP BI (Business
Intelligence), enables a broader and more detailed breakdown of new types of energy and their origin
(renewable or otherwise), among others. It also facilitates the management of environmental KPIs across
the organisation through the calculation of new KPIs, as well as the monitoring of established
improvement objectives.
In addition to the new categories reported, global emissions from upstream transport have been
calculated thanks to two logistics platforms which have been progressively implemented since 2020 With
37% of transport monitored in Europe, and 26% in the USA and Mexico, the scope 3 emissions caused by
the transport of suppliers to Antolin's facilities amounted to 27,434 tonnes of CO2 in Europe and 25,097
tonnes in the USA and Mexico in 2022.
In addition, thanks to the project for the optimisation of logistics routes started in 2022, 512 tonnes of
CO2 emissions have been avoided in Europe.
As a parallel initiative to reduce emissions, Antolin has entered into its first commercial agreement with a
European air transport operator, with the aim of using commercial discounts to offset the emissions
associated with business travel. This offsetting is done through myclimate protection projects, covered by
strict international standards such as CDM, Gold Standard and Plan Vivo.
Under this agreement, a total of 46.6 tonnes of CO2 corresponding to employee air travel between January
and August 2022, at the 2022 year end, have been offset.
Transitioning towards a low-carbon economy is an indispensable process to curb the effects of climate
change. This decarbonisation requires immediate commitments to reduce greenhouse gas (GHG)
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emissions by countries and companies to meet the agreements reached at the Paris Climate Summit: to
limit the increase in the Earth's temperature to less than 2ºC compared to the pre-industrial era.
Led by CDP, the United Nations Global Compact, the World Resources Institute (WRI), WWF, and We Mean
Business, Antolin joined the Science Based Target (SBTi) initiative in 2022, with the aim of helping
companies to set ambitious climate targets based on science. In this regard, Antolin has 24 months to set
its decarbonisation targets for the three medium-term scopes.
The procedure for joining this initiative requires validation of the targets proposed by Antolin by SBTi to
ensure that they are in line with the national targets established in the Paris Agreement and with the
requirements and projections established by the IPCC - Intergovernmental Panel on Climate Change. This
validation will represent recognition of the many efforts made by the company, especially in recent years,
to decarbonise the economy.
Referenced in the section on Climate Change Risks in this non-financial information statement, since 2012
Antolin has been reporting its environmental data to CDP (Carbon Disclosure Project), at the request of its
stakeholders, particularly customers and rating agencies. It is worth highlighting the substantial
improvement in the score, which rose from D to B in 2022. This rating places the company above the
industry average, and also above all CDP reporting industries worldwide.
Among the factors that have contributed to this improved result, the following stand out:
 Implementation of different lines of action in the environmental sphere, as well as the
establishment of specific objectives for the reduction of greenhouse gases in the company's
sustainable business strategy.
 Increased detail of the information reported.
 Improvements at the corporate level, such as the involvement of the highest governing body and
senior management, the business strategy and risk management linked to climate change.

Energy management: energy efficiency and renewable energy


Antolin saw its commitment to responsible energy management materialise in 2022 with the creation of
an energy committee, made up of a multidisciplinary team, comprising representatives from the
corporate areas of purchasing, legal, financial, industrial, general services, commercial and sustainability.
Its main function is to implement the actions included in the strategic plan aimed at increasing the use of
renewable energy, either from self-consumption or through agreements with renewable energy suppliers
and/or guarantees of origin. It is also in charge of proposing viable alternatives in the event of identifying
difficulties that jeopardise the achievement of objectives.
In relation to the latter, the committee members responsible for renewable energy procurement
identified the following factors that may hinder the implementation of this strategic line:
 Complexity of the energy market, in the different regions in which Antolin operates, with diversity
of regulation in some cases, related to Guarantees of Origin for energy and other products (PPA).
 Non-liberalised energy markets that impede the selection of the supply source.
 Higher cost of renewable energy compared to traditional energy, mainly attributable to the
volatility of prices due to the high demand for this energy, which in some cases is higher than the
supply.
The work related to the saving and responsible use of energy has been encompassed within two strategic
lines: consume better and consume less. These actions are aligned with the objective of achieving emission
neutrality in Antolin's own operations (scopes 1 and 2) by 2040.

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Consume better
The following actions are aimed at promoting the consumption of energy from renewable sources in two
ways:
 Generation of electricity in own facilities for self-consumption
Antolin opened its first photovoltaic installation at its headquarters in 2007, in which the energy
generated was sold to external sources. In 2021, new photovoltaic installations were commissioned
in Spain and India, where the energy generated was already used for the company's own
consumption.
In Spain, two photovoltaic plants were opened in June and at the end of 2022 respectively:
 One in Burgos, with an installed generating capacity of 1,350 kWp, which accounts for
approximately 10% of the plant's annual consumption, and
 Another in Valladolid, with a generating capacity of 785 kWp, which is expected to cover 30%
of total consumption from 2023 onwards.
Overall, the total installed power in operation amounts to some 2,580 kWp, which have generated
a total of 3,152 MWh. This figure represents approximately 9% of the consumption of the plants
involved.
In addition to photovoltaic installations to promote the consumption of energy from renewable
sources, Antolin's production centre in Austria has a turbine (hydraulic energy), with which
314,983.6 kWh have been generated.
In 2023, two new installations are expected to be added in Spain. At the same time, technical and
economic feasibility studies are being carried out for more plants outside Spain, so that they can
increase their installed capacity.
 100% renewable energy consumption
In line with the plan defined for the acquisition of energy from renewable sources until 2028, it
should be noted that, as of 2022, 100% of the electricity consumed at the centres in Spain and
Portugal will come from green energy.
Also important in this context are the international I-REC certificates, regulated by different
standards contained in the I-REC code, which accredits that the energy supplied comes from
renewable sources. Such proof is recognised by GHG Protocol and accepted by OEMs (Original
Equipment Manufacturers).
Two Antolin plants, in Mexico and China, hold these certificates. Between them, approximately 20%
of total consumption - 12,8300 MWh - is covered by I-REC certificates.
Furthermore, the company's corporate purchasing area has executed further agreements for the
supply of energy from renewable sources in Germany, which are scheduled to come into force in
2024. The formalisation of this type of agreement is currently under negotiation in other countries,
in accordance with the strategic plan defined.
All these actions have resulted in a total of 66.45 GWh of electricity consumed from renewable sources,
which represents almost 11% of the total, a significant increase with respect to 2021 (2.462%). Thanks to
the increase in renewable energy, a total of 12,602.25 tonnes of CO2 emissions have been avoided.

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Consume less
In addition to obtaining energy from responsible sources, it is also necessary to work on reducing energy
consumption. Not only due to the high cost of energy, which has a direct impact on the company's
competitiveness, but also because of its contribution to decarbonisation. In this regard, the most
noteworthy projects are as follows:

 TEEPP project
The project, which began in 2021 at two production facilities in Burgos (Spain) and focused on
research into innovative technologies applied to the energy efficiency of production processes
(TEEPP), ended in December 2022.
The objective was to seek energy optimisation of production processes, using innovative
technologies for the energy study of processes, and to detect anomalies and rectify them, through
maintenance strategies, control and actions for replanning of processes and/or products.
The outcome was the definition of a digital platform capable of transforming the monitored data
into knowledge applicable to decision-making related to the energy optimisation of production
processes.
The data obtained was promising, as the consumption versus sales indicator has improved in both
plants. In one of the plants dedicated to the manufacture of rooves, consumption has gone from
196 MWh to 160 MWh/€ million. And in the case of the other facility belonging to the doors
business unit, consumption has been reduced from 111 to 96MWh/€ million.
 Smart Energy Project
This project encompasses a set of actions aimed at improving energy efficiency through
digitalisation, promoted by the Advanced Manufacturing 4.0 area. Launched in 2022 in two
production centres, one in Germany and the other in the UK, it will involve nine plants in Europe,
the USA and Mexico over the next two years. It is expected to be extended to the rest of the plants
involved in 2023.
The basis of the project is the installation of consumption analyser equipment, whose data is cross-
referenced with other production data. All the data is uploaded to the cloud for analysis and
subsequent decision-making.
In addition to the main objective of reducing electricity consumption, as well as reducing the
associated costs, other objectives are also outlined:

• Monetise energy consumption and CO2 emissions, as well as evaluate the improvement
achieved in accordance with ISO 50001.
• Support strategic energy-related decision-making through external advice.
• Reduce maintenance costs by monitoring the health of equipment.
• Reduce machine downtime through ongoing analysis of consumption quality.
• Reduce failures and increase equipment availability by means of early detection of faulty
operations.
• Scale the results to different Antolin plants, sharing identified good practices.
• Enable centralised management from the headquarters, plants and various territories.
In addition to these corporate initiatives, there are other actions aimed at the continuous improvement
of environmental and energy performance implemented by the industrial plants, such as:

• Replacement of equipment with more efficient equipment: compressors in Slovakia, new


heating system in the Czech Republic (IBH), new thermoforming equipment in the USA (NSV).

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• Improvement of the energy efficiency of processes in Spain: air-conditioning control system
and improvements in building thermal insulation.

Detailed general information


Environmental and energy certifications obtained
The management systems represent a drive for continuous improvement of its environmental and energy
performance, and include actions aimed at pollution prevention and reduction of resource use.
The Environmental Management System (EMS) based on the ISO 14001: 2025 standard is implemented in
the main industrial companies with the greatest environmental impact, as well as in some assembly and
sequencing centres when requested by the customer, in addition to the headquarters. The EMS enables
the identification of company-specific risks and opportunities on an annual basis, establishing
improvement programmes whose progress is monitored at regular intervals. In 2022, one of the
companies located in Portugal extended the scope of its ISO 14001 certification to a new site. Following
this extension, a total of 95 sites now hold this certification, two fewer than in 2021 due to the change in
the scope of consolidation in 2022.
Antolin launched its first multi-site ISO 14001 certification in Europe in 2014. This system, which combines
several existing certificates into one, requires the use of a common management system spearheaded by
a company that has authority over the other centres for relevant issues such as legal requirements,
internal audits, action plans and consolidation of results. In this case it is directed by Antolin's
headquarters and covers 25 centres.
Greater integration of the management systems has made it possible to reduce the number of external
audits, which are performed on a sample basis, as well as saving the company money and resources.
Due to its good results, in 2022 a new multi-site ISO 14001 certificate was launched in Mexico, led by
Antolin Silao and covering seven centres, belonging to three companies: located in Silao, Toluca and
Saltillo.
The outcome was totally satisfactory, as no deviations were detected. In addition, numerous strong points
were identified, including most notably the following:
• Participation and involvement of personnel from different areas in the implementation and
maintenance of the Environmental Management System.
• Recovery of special handling waste from production processes.
• Multiple examples of reduction, reuse and recycling of industrial waste.
• Carrying out reforestation campaigns with partners and their families in the different regions
where the work centres are present.
In 2023 the scope of this certificate is planned to be extended to another three companies, thereby
including all Antolin companies in Mexico.

On the resources allocated to preventing environmental risks


Antolin has been committed for years to the development of a sustainable business that takes into account
all its stakeholders, as well as the consolidation of a culture in this field that is cross-cutting throughout
the company.
The main functions fall under the remit of the sustainability department, which is responsible for the
environmental, social and corporate governance functions.

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Closely linked to the proper anticipation and management of the risks described in this non-financial
information statement, in addition to the current lines of work, Antolin focuses on the fight against climate
change and the circular economy. It does so through the creation of a specific area at the company
headquarters to help customers to meet their commitments to reduce emissions, thanks to the inclusion
of environmental sustainability in the daily management of the organisation.
Locally, each certified company has at least one environmental officer, who usually carries out such work
alongside other duties, including occupational health and safety. Many of these officers are also certified
as internal auditors to perform cross-audits.
There are also three area managers in North America, China and Mercosur who support corporate
environmental tasks. In 2022, five new internal auditors were trained, bringing the total number of
qualified auditors involved in environmental management to 21.
A total of 96 in-house employees and one external professional are dedicated to preventing environmental
risks.
Application of the precautionary principle
Each and every one of the solutions born from the company's innovation are conceived as integral
elements that combine sustainable materials, high technical performance, electronic devices and control
software for their associated functions to achieve greater sustainability, comfort and safety on board.
The commitment to preventing pollution worldwide, emanating from the Environmental and Energy
Policy, is applied in various stages of the activity:
 Product and process design
 Serial production
 End of life
As a supplement to the pollution prevention measures in all its activities, Antolin's public liability insurance
covers the following contingencies:
a) Soil, water and atmospheric contamination, provided it is accidental, sudden and unforeseen,
except in the following cases:
- Claims for continuous, slow and recurrent contamination.
- Non-compliance with laws, orders, rules, administrative provisions or regulations of
competent authorities related to the environment.
- Environmental damage derived from installations or premises of the insured party used
exclusively for the processing, treatment, management, storage, use, dumping or disposal of
waste, residue or debris.
- Damages due to emissions, immissions or disposals derived from normal operations (regular
emissions or disposals).
- Installations which continuously or recurrently exceed the emission or immission caps
authorised or installations in a poor state of repair and maintenance.
- Genetic damage to persons or animals.
- Claims for environmental liability based on Law 26/2007 of 23 October 2007, on
Environmental Liability and the implementing regulations thereof, which are required or
enforceable by the public authorities.
- Claims originating in the USA and Canada, countries which for these purposes are outside the
territorial scope of environmental damage coverage. Therefore, any liability arising from
damage occurring and/or claimed in those countries as a result of any damage to the
environment is not covered.
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- In addition, as a preventive guarantee measure against this last exclusion, a specific
environmental policy has been taken out to cover sudden and accidental pollution for
Antolin's plants in the USA (excess of $120,000 and a compensation limit per claim and annual
aggregate limit of $5,000,000).
- The scope of this cover is set at €35,000,000 per claim per insurance period, with an excess
of €15,000.
b) Antolin's Environmental Liability that may result from the activity under Law 26 /2007 of 23 October
2007 on Environmental Liability.
- The scope of this cover includes the cause of environmental damage or the existence of an
imminent threat of causing such damage limited to the European Union, covering the costs
and expenses of prevention, avoidance and repair considering a limit of Euros 2.5 million per
claim and insured period, with an excess of Euros 60,000.

Pollution
As a reflection of the principle of pollution prevention included in the company’s Environmental and
Energy Policy, Antolin has set itself the objective of achieving carbon neutrality in its own operations by
2040 and those of its supply chain by 2050.
To meet the targets set, in 2022 the company continued to work on initiatives aimed at the progressive
reduction of greenhouse gas emissions by improving processes and facilities, increasing the use of energy
from renewable sources and generating electricity for self-consumption, as described in this report.
In addition to the initiatives to contribute to the fight against climate change, companies monitor other
types of emissions with a lower environmental impact, as required by the legislation in force in each
country. To such end, they measure the levels of outdoor noise emissions in accordance with the
regulations in force.
Antolin only uses lighting to illuminate outdoor areas during business hours, in order to guarantee the safe
passage of people. As an energy efficiency measure, the lighting is switched off the rest of the time.
Therefore, light pollution is not considered to be a material issue for the company.
Beyond the manufacturing phase, the application of the principle of pollution prevention is addressed at
certain stages of the life cycle of components with actions aimed at lightening the weight of the products
it manufactures so as to help mitigate the environmental impact of vehicle use.

Other emissions (NOx, SOx, ozone-depleting substances)


NOx and SOx emissions mainly come from fossil fuel combustion, basically natural gas and propane, which
are low-sulphur meaning SOx emissions are lower.
Some companies use these fuels in their processes (steam generation, thermal oil heating, etc.) for air
conditioning. In order to ensure proper functioning of the combustion equipment, preventive
maintenance is carried out according to the established procedure. This equipment is not particularly
powerful, so it only requires periodic measurements to verify compliance with atmospheric emission limits
in accordance with legislation currently in force. Such measurements are always performed by external
maintenance companies or authorised control bodies, managed by each company.
Gases used in refrigeration and fire extinguishing systems are often considered as other ozone depleting
substances. These installations are periodically examined by maintenance and/or inspection companies
to check there are no leaks and verify compliance with prevailing legislation in each country. Following
preventive maintenance controls performed according to the procedures defined in 2022, leaks of 19 kg

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of this type of substance have been recorded at four installations, which is equivalent to the emission of
69 tonnes of CO2.
Internal and external maintenance and inspection activities are reviewed during audits, verifying legal
compliance of controls, measurements and their results, as well as the corrective measures established in
the event of deviations.

Responsible management of restricted substances


Antolin does not allow the use of restricted substances in its installations, processes and components
supplied to customers and ensures its regulatory compliance in accordance with the applicable legislation
in force, through the internal systems and processes defined for such purpose.

Circular economy and waste prevention and management


Antolin promotes the circular economy by helping its customers achieve this goal, through a more
sustainable use of resources and the incorporation of materials with a lower environmental impact.
Being a circular business is based on the following lines of work:
 The eco-design of products and solutions: responsible use of resources through the eco-design
of products and processes, increased use of sustainable materials of recycled or bio origin and
waste reduction.
 The promotion of eco-design through the Life Cycle Assessment (LCA) of the main products
supplied by Antolin, in order to quantify their environmental impact, identify materials or processes
with the greatest impact and propose alternatives to reduce it throughout the entire value chain.
 The commitment to innovation and technological development to reduce the weight of
components produced by Antolin in line with customer expectations.
Focused on the conception and design of the solutions to be offered to the mobility market, the Life Cycle
Assessment (LCA) is emerging as one of the tools par excellence for:
 Analysing the environmental impacts of Antolin’s activities and the products it supplies (hot spot);
 Proposing alternatives to reduce their impacts, in line with the objectives of decarbonising the
economy and the mobility sector.
Following the initial steps taken in 2021, the team specialising in Life Cycle Assessment was consolidated
in 2022. Its members have technical expertise in the design and development of the different solutions in
the company's portfolio, previously trained in carrying out analyses using an eco-design tool for the
management of new projects.
In this regard, the following actions are worth highlighting:
 Acquisition of the GaBi licence, a commercial LCA software, widely used in the automotive sector.
In addition, the software provider delivered two training sessions at Antolin. The first was aimed at
the members of the LCA team, made up of representatives of the different business, innovation and
sustainability units. It dealt with the concept of Life Cycle Assessment. The second, oriented towards
the actual handling of the tool, was aimed at members of the Global Project Engineering
Management area.
 Preparation of guide G-P061-XII Product life cycle assessment, which describes the general
functions of those responsible for the LCA, the preparation phases and criteria for the final report.
 Definition of internal responsibilities in relation to the LCA, specifically in process P06 Project
management, thereby integrating the LCA into the corporate management model.

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As a result of the above, the various Business Units continue to make progress on the objectives set by the
company in its roadmap to consolidate itself as a circular business. In this regard, in 2022 progress was
made on the Life Cycle Assessment study of an instrument panel , as well as that of an upper pillar. Through
the assessment performed, Antolin has established the environmental impact of the materials and
processes that will mark the path of the business both in terms of decarbonisation and in the use of
recycled and sustainable materials.
Furthermore, preliminary life cycle assessments of lighting components were conducted during the
customer supply phase.
In addition, work has been carried out on other circular economy projects.
 An instrument panel project using NFPP technology injected with polypropylene with glass fibre (PP
GF): this reduces the weight of the component by up to 40%. The process is compatible with
different materials such as leather.
 Various projects for the production of door panels injected with natural fibres allowing a weight
reduction of up to 20%.
 Use of an innovative laser welding system, which contributes to decarbonisation in both the
manufacturing and use phases. The end result is an improvement in energy efficiency and a
reduction in the vehicle's fuel consumption due to the lower weight of the component.
 Work in the instrument panel business to develop the double slush skin technology (trim with a top-
quality texture and finish at half the weight and at a competitive cost) with the aim of using new
materials.
 Circular economy projects to use recycled and natural materials in the production of various
components, such as doors and instrument panels.
Focused on the optimisation of materials and the transformation of processes, Antolin has developed
various technologies, such as Novaform®, with the aim of processing raw materials from recycled plastic,
to subsequently transform them into components for the interior of the vehicle. This trend can also be
observed in customer demands for more sustainable materials in order to reduce the carbon footprint of
products through the circular economy.
As a world leader in the production of overhead modules, Antolin strives to be at the forefront in the
development of sustainable solutions by anticipating the requirements of customers and the industry in
general.

The sustainable overhead projects also illustrate the company's efforts to extend sustainability throughout
its value chain by including its suppliers in the development of new solutions:
 An overhead made from fully renewable waste materials (vegetable waste) and a fabric made from
recycled polyester yarn: the former made by means of a hot forming process for different materials.
In addition to its sustainable value - its carbon footprint is reduced due to the use of renewable
energy both in the manufacture of the fabric and in the production of the component - this
overhead has excellent attributes in terms of quality, cost and durability.
 The first polyurethane (PU) overhead substrate, produced using a hot forming process, which
includes materials made from municipal waste, post-consumer and plastic waste and end-of-life
tyres. This development has been used to make the overhead of the Volvo C40 Recharge and won
the prestigious Plastic Recycling Award 2022.
 Sunroof window frames made from injected plastic segments (instead of metal). This solution
achieves a weight reduction of around 40%. As a result, the production and transport of the
segments allow a 60% reduction of the carbon footprint of the frame.
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 Boosting the eco-design of overheads by generating design standards that include lighter structures
and product configurations for both the main materials and the components (designed in plastic
with a reduced carbon footprint).
Moreover, Antolin's patented overhead manufacturing process uses no solvents, resulting in a healthy
working environment and improved air quality.
As a sign of Antolin's commitment to integrating sustainability throughout the value chain, in 2022 the
purchasing team started to work together with the LCA team to calculate the carbon footprint of the
company's components based on the carbon footprint of certain materials supplied by the company's
suppliers.
Sustainable materials
The company has been working for years on the introduction of recycled or naturally sourced materials in
its products. To this end, the corporate purchasing area has carried out an exhaustive analysis in order to
determine the availability of sustainable raw materials on the market. This analysis is very focused on the
main materials used by Antolin, such as plastic chippings for the manufacture of door panels, instrument
panels and other plastic components, or as polyol and isocyanates for overhead trims.
Meanwhile, the advanced engineering areas have in recent years stepped up the processes to validate the
technical feasibility of incorporating sustainable materials, whether recycled or of natural origin, in the
various components to be supplied to the customer.
The market for plastics recycled both mechanically and chemically has been significantly boosted in
Europe. This is evidenced by the investments being made by the various raw material suppliers so as to
ensure the availability of recycled technical plastics and other materials on the market.
Mechanically recycled materials have lower physical and mechanical performance than chemically
recycled materials. Consequently, they cannot be universally used in the car interior, but only in certain
parts. It should also be noted that the costs of these types of materials increase as a result of the
investment associated with their development and the research conducted on them, the modifications
required in their production processes, and the high demand for them.
Chemical recycling is presented as a good alternative, as it makes it possible to obtain materials with an
identical performance to virgin materials. That said, it is only available for certain types of plastics (PP, PC-
ABS, etc.) and isocyanates, the major component in the manufacture of polyurethane for overheads, but
not polyol (another component of polyurethane). However, chemical recycling is associated with a higher
cost than mechanical recycling, which hinders its mass use in the automotive sector.
Nonetheless, both the technical and purchasing areas believe that the market and costs of this type of
material will stabilise in the coming years. North America is also expected to follow in Europe's footsteps
in terms of raw material recycling.
All these measures are carried out in adherence to the high quality, safety and durability requirements
demanded by vehicle manufacturers. In addition, the components manufactured by Antolin undergo the
most stringent technical tests, in accordance with industry regulations and other requirements. The best
guarantee of optimal performance throughout the useful life of each vehicle.
Influenced by the current situation of raw materials and the requirements of manufacturers, Antolin is
working on a target to increase the percentage of sustainable plastic in the products supplied, in line with
the requirements of the market. To such end, new projects will offer manufacturers components with a
significant content of sustainable materials, mainly technical plastics for doors, instrument panels and
isocyanate for overhead trims.
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In relation to the origin of raw materials, it is worth mentioning the company’s research and development
of materials from renewable sources --to substitute other fossil-fuel energy sources-- such as natural
fibres, from polyurethane foams high in polyol from renewable biological sources, which are used in the
production of interior overhead trims. Likewise, Antolin endeavours to develop high-value surface finishes
using 100% natural materials in order to favour recyclability: mineral materials, cork and natural materials
encapsulated in polymer substrates. Another project is the development of films using cellulose pulp
deriving from waste from the paper industry.
Sustainable use of resources
Do more with less. Zero waste
As a leading manufacturer of vehicle interiors, Antolin assumes the responsibility of promoting more
efficient ways of producing, reducing and recycling the waste generated during manufacturing. For this
reason, its Environmental and Strategic Policy includes a commitment to the sustainable use of resources,
reducing their use or, when this is not possible, promoting those which are sustainably-sourced or
renewable energy sources.
The generation of waste from the manufacture of overhead trims for landfill or energy recovery is one of
the most significant environmental impacts, as it is difficult to use in other processes due to its
composition. Aware of this reality, Antolin's management launched a line of research to find solutions to
manage the waste from the overhead trim manufacturing process in the company’s factories in Spain,
which led to the creation in 2005 of the company ASH Reciclado de Techos S.L. in Agreda, Soria (Spain).
This step has enabled Antolin to develop a range of technical materials called Coretech®, which offer
excellent acoustic isolation properties and protection against moisture for application in the construction
sector.
After resuming its activity at the end of the first half of 2021, ASH doubled its production activity in 2022
with a total of two shifts. This year's production amounted to 50,000 m2 of prefabricated board as a
substitute for wood. A total of 490 tonnes of waste was used in its manufacture, 97% of which came from
two Spanish overhead trim manufacturing plants, and the rest from external companies. Moreover, all
processes, from the acquisition of raw materials to manufacturing, storage and shipping, are optimised to
minimise not only the environmental impact, but also the economic and energy impacts.
The different quality, environmental and energy management systems implemented are based on the
continuous improvement of processes and the optimisation of the use of resources on the basis of:
 Reducing consumption of raw materials and energy
 Reducing non-quality and therefore waste costs as far as possible
 Ensuring proper stock control of materials to prevent losses.
Steps taken in 2022 to reduce waste generation, promote the circular economy and limit the use of
resources include:
 Compaction of overhead waste to optimise transport and reduce fuel consumption and CO2
emissions in Argentina. This measure has made it possible to segregate and compact polyurethane
foam for energy recovery as fuel in cement plants, which has prevented more than 80 tonnes of
foam from being deposited in landfills.
 Awareness campaigns for employees and their families, with the aim of raising awareness on
environmental protection. For special occasions, activities were organised in Mexico, Spain, Italy,
Romania and France, such as: the plastic toy collection campaign, clean-up days for degraded areas,
visits to natural areas, the "Adopt a tree" campaign, the ecological grazing project and reforestation
days.
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 A collaboration agreement with ECOEMBES to encourage recycling at the headquarters. Under the
name RECICLOS, this initiative rewards environmental responsibility through a Return and Reward
System (RRS). Every time participants recycle cans or bottles, they receive points that can be
exchanged for raffle entries or donations to social or environmental projects. In six months, more
than 4,000 empty containers were collected.
 Actions to achieve the recycling of 100% of the waste generated in Mexico for recovery. This project
received recognition as confirmation of the commitment shown by GEOCYCLE, a world leader in
waste management services, in contributing to the preservation of the environment.
 Modification of products and processes to facilitate waste recycling and prevent it from being
deposited in landfill: Modification of product composition to enable the recycling of 16 tonnes of
waste at plants in Brazil. Improved segregation of vinyl waste at a plant in Mexico and search for
specialised managers. Thanks to this initiative, 56% of this segregated vinyl waste has been used to
manufacture sandals.
 A campaign to control the generation of hazardous waste in Brazil, involving measurement and
action being taken on a daily basis, which has led to a reduction in adhesive losses and hazardous
waste generation.
 Promotion of sustainable mobility in Spain and France among employees through the installation
of electric vehicle charging stations and the establishment of bicycle parking areas.
 Product and process modifications to reduce the amount of hazardous and non-hazardous waste in
China and the UK.
 Substitution of cardboard packaging for returnable packaging at several plants in Spain.
Antolin does not have a significant impact on water because its main use is for sanitary purposes, and its
use in production is very limited (waterjet cutting, steam for the production of EPP (expanded
polypropylene), adhesive catalyser, etc.). As exceptional consumption, mention should be made of one of
the production centres in Austria, which accounts for 60% of the entire company’s use, due to the
generation of hydraulic energy by means of a turbine.

Partnerships for sustainability. External collaborations


Mindful of the importance of partnerships for the company itself and society, beyond those derived from
its activity with customers and suppliers, Antolin forms part of the Climate Change Cluster, the benchmark
business platform in Spain in this area, led by Forética and made up of 73 large companies in 2023. The
Cluster aims to drive private sector leadership in climate change, harnessing good practice, facilitating
dialogue and sharing between companies, and acting as the central liaison with the pertinent public
entities such as the Government of Spain at national level and the World Business Council for Sustainable
Development - WBCSD - (We mean business coalition) and Innovate4Climate on an international scale.
In 2022 the Cluster focused its work on the need to understand climate change from a broader perspective
for the company, incorporating the supply chain and also addressing the latest advances in climate
reporting, specifically climate taxonomy, as well as climate change mitigation and adaptation objectives.
Antolin is also one of the 14 companies that make up the Circular Economy Action Group, a business
initiative driven by Forética in Spain whose objective in 2022 focused on advancing towards knowledge of
innovation and finance as two of the pillars for circular transformation based on the AAP axis:
- Ambition: Highlighting Antolin's commitment as a participating company, and giving visibility to its
actions serving as a knock-on effect for other organisations as the leading business initiative.
- Action: Transmitting the main trends, tools, challenges and opportunities to move towards a
circular economy model.

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- Partnerships: Promoting collaboration with public entities and opinion leaders to contribute to the
transition in Spain towards a circular economy and become a leading player.
As a plastic transforming industry that manufactures interior car parts, the environmental impact of our
products is linked to the procurement of raw materials (mainly reinforced polyolefins in this case) and the
subsequent transformation processes (injection moulding and thermoforming).
Of particular importance is the collaboration with the Circular Plastic Alliance (CPA), through its
participation in specific working groups under the name "Design Product Teams for the Automotive Sector
at the CPA". The Circular Plastic Alliance is a partnership represented by 300 industrial, academic and
governmental organisations whose aim is to drive the EU recycled plastic market to reach 10 million
tonnes by 2025.
In order to share the good practices carried out by Antolin in the field of environmental sustainability,
participation in various technical forums has been agreed with the help of the company’s various
departments and areas.

Protection of biodiversity
Antolin's activity does not have a significant impact on biodiversity, as is evidenced by the materiality
analysis conducted by the company, which takes into account its different stakeholders.
Environment in figures
There are various types of installations within Antolin’s environmental scope: industrial plants (IND);
assembly and sequencing centres (JIT) (133); and technical-sales offices (TSO) (24).
Large industrial centres dedicated to the manufacture of car parts represent the biggest environmental
impact, mainly due to CO2 emissions associated with energy consumption and generation of hazardous
and non-hazardous waste. The headquarters (TSO), where the company has its largest parts testing and
validation centre, also consume a substantial amount of energy.
The environmental impact of assembly and sequencing centres (JIT) is scarcely relevant compared to
industrial plants. In prior years data reporting by such centres was unrepresentative. Both reasons explain
why such data was not considered in previous years’ environmental reports.
Accordingly, the reported data on energy consumption, emissions, water and waste corresponds to the
industrial installations, assembly and sequencing centres, and the headquarters. The scope of the
environmental report was 109 in 2022.
Indicator (Unit) 2021 2022
Non-hazardous waste (t) (*1) 68,622 71,577
Hazardous waste (t) (*1) 4,259 3,999
Water consumption (m3) (*1) 1,381,513 1,552,438
Plastic chippings consumption (t) 84,102 94,560
Polyol/isocynate consumption (t) 17,602 19,256
Direct energy consumption (GWh) (*1) 133.65 126.92
Indirect energy consumption (electricity) (GWh) (*1) (*2) 485.94 481.48
% renewable energy 2.46% 10.92%
Renewable electricity consumption (kWh) (*3) 15,221,518 66,452,526
Renewable energy generation (sale) (kWh) (*4) 536,360 536,298
Avoided greenhouse gas emissions from renewable energy consumption (t CO2 eq) (*3) 2,718 12,593
Greenhouse gas emissions due to direct consumption of energy (scope 1) (t CO2 eq)
27,910 26,461
(*1)
Greenhouse gas emissions due to consumption of electricity (scope 2) (t CO2 eq) (*1) 178,308 155,209
Greenhouse gas emissions (scope 3) (t CO2 eq) 1,733,110

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KPI (Unit/Sales) 2021 2022
Non-hazardous waste (t/€million) (*1) 15.26 14.48
Hazardous waste (t/€million) (*1) 0.95 0.81
Water consumption (m3/€million) (*1) 307.04 314.10
Plastic chippings consumption (t/€million) 20.7 21.2
Polyol/isocynate consumption (t/€million) (*6) 4.30 4.3
Direct energy consumption (MWh/€million) (*1) 29.70 25.68
Indirect energy consumption (electricity) (MWh/€million) (*1) (*2) 108.00 97.42
Greenhouse gas emissions due to direct consumption of energy (scope 1) (t CO2
6.20 5.35
eq/€million) (*1)
Greenhouse gas emissions due to consumption of electricity (scope 2) (t CO2
39.630 31.40
eq/€million) (*1) (*2)
Greenhouse gas emissions (scope 3) (t CO2 eq/€million) (*5) - 389.39
(*1) The data on energy, emissions, waste and water reflects 97.7% (by aggregate sales) of the industrial plants and
assembly and sequencing centres (including the headquarters) of Grupo Antolin.
(*2) The 2021-2022 indirect energy consumption and emissions data relates to electricity and district heating. In 2020
direct energy data corresponds to electricity only.
(*3) Renewable electricity and avoided emissions data for 2022 relates to the purchase of electricity from 100%
renewable sources (21 sites) and self-generation of electricity (six sites).
(*4) The data on renewable energy generation (sale) reflects the electricity generated in Grupo Antolin's
headquarters, which is fed into the electricity grid.
(*5) Scope 3 emissions data correspond to the five most relevant categories according to GHG Protocol classification
(Categories 1, 2, 5, 6 and 7).
(*6) KPI values for plastic chipping consumption, Polyol/Isothionate consumption and GHG emissions (scope 3) are
calculated on the basis of consolidated sales.
Polyol/Isocynates: Grupo Antolin is a global leader in the manufacture of overhead upholstery for cars. The
manufacture of overhead upholstery uses polyurethane foam, which is made from two chemicals: polyol and
isocynates. Although in smaller quantities, both compounds are also used in instrument panels and other
appurtenances. The final part is given a padded finish though on-site foaming. A total of 33 companies use polyol and
isocynates.
Plastics: plastic chippings are widely used in the manufacture of a multitude of car parts, including instrument panels,
door panels, pillars and other small parts or sub-components for sun visors, window regulators, lighting components,
etc. A total of 36 companies manufacture plastic parts via injection.

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VI. Labour and personnel management
Mobility of the future: transformation for people
The sector is facing major challenges, including the digitalisation of businesses, automation and
robotisation. Companies have to undertake these challenges with strategies and a firm commitment to a
just transition by fostering the training and development of the most vulnerable people and sections of
society.
Alongside this, social cohesion has been undermined and priorities have changed as a result of the
pandemic, putting emotional well-being and mental health at the forefront of companies’ actions.
Employer-employee relations are increasingly transcending the boundaries of a contractual relationship.
Instead, the relationships emerging are centred on dialogue and active listening across all phases of the
employee experience, treating each worker as a citizen and a person.
Naturally, in this new scenario of “stakeholder capitalism”, this reprioritisation has found its way to the
agendas of board meetings and steering committees. Organisations seek to fulfil their mission, improve
performance and strengthen their leadership vis-à-vis stakeholders in a completely different work setting.
In 2022 Antolin underwent a transformation in relation to improved profitability, its presence in markets
where the company operates, and its impact as a top employer. A high-performance organisation such as
Antolin needs flatter and more flexible structures which are customer-oriented and where decision-
making is proactive. They are based on predictive data analytics models and wield the employee
experience as a competitive edge.
In response to the challenges at hand, in 2022 company management spearheaded a cultural change
based on inclusive leadership and the talent and experience of people, rooted in the principles and values
associated with Antolin today and what it wants to be in the future. This future is none other than a
people-centric business model committed to sustainable development, which generates value for
stakeholders.
Digitalisation, people and organisation are inseparable components comprising the bedrock of Antolin’s
new Human Resources plan. Its strategy is underpinned by four main pillars that will guide the company
in the coming years:
1. Mission and Culture as a hallmark.
2. Exceptional global talent as a differential competitive edge, powered by lifelong learning, growth
and diversity.
3. High-performance organisation as a way of working and managing, aligning the company’s
objectives with the people’s.
4. Flexibility as an organisational model that makes it possible to adapt to constant changes in the
environment, intelligently and swiftly.
To implement the measures and achieve the milestones laid out in the plan’s strategic lines of action, the
People First platform has been designed to evolve as an all-in-one employee management tool. It will
evolve based on user experience with three objectives in mind:
 Integrated view of the teams as an organisation.
 Visibility of opportunities for learning, promotions and professional development.
 Two-way communication to improve the employee experience and satisfaction with the company.
The overarching strategic objectives including the following key facets:
 Leading transformation and change. A key element that catalyses high-performance is having a
management team that is prepared to lead change, diversity and talent in all areas. In 2022, to
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support the new business transformation project, human resources developed a new leadership
model to facilitate this change, optimising the assessment and development process alongside a
new skills model, a differential approach to management development, and a global leadership
programme to be launched in 2023/2024.
 Lifelong learning culture. Each and every Antolin employee is responsible for updating their skills,
abilities and knowledge in order to adapt to the realities of their job and environment in the best
way possible. The company facilitates this lifelong learning process through programmes and
actions that guarantee personal and professional growth in the form of better employability.
 Upskilling and reskilling. Training in new technologies to optimise performance (upskilling) and
expanding and developing knowledge in line with new requirements of the position (reskilling) form
part of the strategic lines of action set out by Antolin to improve the company’s competitivity and
retain talent.
 Knowledge management is particularly important in the design and monitoring of professional
pathways, which is a key part of people management. Antolin generates long-term added value by
fostering the internal exchange of knowledge between different disciplines, through experts,
leaders, knowledge communities and partnerships with key technological centres and entities.
 Attracting talent. The success of Antolin’s business relies on attracting, selecting and retaining the
best talent. This means hiring professionals with the skills, knowledge, abilities and behaviour
reflected in the company’s values, based on the current and future needs of the business. All of this
in accordance with prevailing legislation and ongoing benchmarks of best professional practices.
 Guaranteeing the health and well-being of people, preventing the spread of COVID-19. Ongoing
compliance with prevention measures and promotion of vaccination, following the instructions of
the health authorities at all times. After the pandemic-related restrictions were lifted, the company
resumed its activities aimed at well-being, promoting physical exercise, preventing disease,
emotional health, and healthy eating.
 Evolving realities in the workplace. Measures to achieve a work-life balance and protect the right
to digital disconnection also bring into focus new ways of working remotely. The aim is always to
ensure a balance between employees’ professional and private lives.

Fuelled by its renowned ambition, Antolin’s strategic vision for 2023 includes reinforcing and rolling out
key initiatives that were kicked off in 2022, such as:
 Stepping up Antolin’s corporate transformation, increasing its organisational leadership capacity.
Antolin is working to give its 250 leading executives the best possible development pathway.
 The next generation of young talent, geared toward identifying and steering the key development
areas for high-potential employees.
 Strengthening the organisation’s performance through Dialogues4All, which provides management
and teams with greater clarity, alignment and responsibility.
 Fortifying the position as the employer of choice, improving the employee experience. We want to
hear from teams through the 2023 Global People Survey to then identify the key areas for
improvement to implement in 2023/2024.
 Making progress in linking recognition to contribution, rolling out a global remuneration
framework based on the principle of “pay-for-performance”.
 Shifting the culture of learning towards a “total learning” approach: a more customised pathway
which challenges the traditional vertical trajectories and adds in opportunities for informal social
learning.

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Policies, processes and guidelines: People
Building the business upon the mission and values requires the collaboration of everyone: executives,
management and other collaborators from various departments, business units and regions that form part
of Antolin.
In an organisation as diverse as this, it is essential that the policies applied in every centre and location
where the company operates share the same underpinnings. These policies and systems are adapted to
local legislation and idiosyncrasies in each country, region and community.
Internal reference framework
The following list of policies, processes and other internal provisions applicable specifically to labour and
personnel management complement the company’s good governance model described in the section on
Global Plans:
* See Appendix II for description of commitments and policies
 Vision and values
 Code of Ethics and Conduct
 Supplier Code of Conduct
 Corporate Social Responsibility and Human Rights Policy
 Sustainable Business Model
 Strategic Human Resources and Organisation Plan
 Policy on diversity and equal opportunity
 Anti-harassment policy and protocol for preventing gender-based workplace harassment and
violence at work
 Health and Safety in the Workplace Policy
 Policy on Geographical Mobility
 Personnel Management Model
 Knowledge Management Model
Nevertheless, the company encourages all people who, directly or indirectly, associate with Antolin when
conducting their activities and discharging their responsibilities to express any concerns and report in good
faith, impartially and respectfully, any conduct or situation that is contrary to the commitments, policies,
principles and other instruments included in each company’s specific internal regulations, and globally in
Antolin.
In relation to the Code of Ethics and Conduct, the first point of contact for questions or doubts regarding
compliance with the content of this code and internal regulations is the line manager, management or
local HR department and, if appropriate, local workers’ committee.
Any questions or doubts about reported items that go unanswered, or that might compromise the
responsibility of the whistle-blower, or seriously affect the physical or moral integrity of that or any other
person, or entail a significant risk for the company’s business or reputation, should be directed to the
Transparency Channel as the official channel for reporting and escalating this type of situation.
External reference framework
 United Nations Universal Declaration of Human Rights.
 The 2030 Agenda: Sustainable Development Goals 3, 4, 5, 8, 10, 16 and 17.
 The Guidelines and Principles of the International Labour Organization (ILO).
 United Nations Global Compact. Principles 3, 4, 5 and 6.
 Diversity Charter.
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 The European Quality Charter for Mobility.
 Occupational Health and Safety Assessment Series and ISO 45001.
 Modern Slavery Statement Act, 2015.
 Local and national legislation and regulations, covenants, pacts and those derived from local,
regional, sectoral and international collective bargaining.

Talent management, attraction and retention


Antolin’s goal is to help the talent acquisition area contribute to the company’s overall strategy, fostering
sustainable economic growth and equal opportunities in all the Group’s selection and hiring processes.
To achieve this goal, the general framework must:
 Comply with prevailing employment law in each country.
 Consider in-house talent, offering all open positions to existing employees as well as external
candidates.
 Ensure that people are chosen based solely on merit and skills, including all candidates who fit the
profile of knowledge, skillset, ability and competence required for positions available, and
guaranteeing equal treatment throughout the process.
 Guarantee candidates the utmost confidentiality as per the GDPR.
 Ensure that the selection and hiring processes are objective and impartial, and that priority is given
to recruiting the most qualified candidate; preventing any interference in the selection process;
providing selection and recruitment training to management and all employees involved in the
recruitment process.
 Foster access of young people to their first job through internships and similar programmes. Create
a stronger ecosystem of associations with universities in accordance with the Antolin skills strategy,
the company’s culture and professionals in the sector.
 Present candidates with an attractive and comprehensive value proposition for work, based on
equal opportunities, diversity and inclusion, providing competitive remuneration, ample training
and professional development, a healthy, diverse and inclusive working environment with
measures that facilitate a work-life balance, ensuring that the candidate’s experience throughout
the selection process and the subsequent on-boarding is completely satisfactory. For example:
survey new hires on the recruitment process.
 Further the hiring of professionals through career opportunities.
 Apprise candidates of Antolin’s values and respond to their selection process-related concerns.
 Attract best-in-class candidates, promote our company’s employer brand image, support the
change in culture of the company, find intelligent ways of improving our social media content with
authentic ideas and formats, and innovative solutions.
 Improve the image of Antolin as an employer of digital talent.
The talent acquisition area ended 2022 with a total of 2,142 selection processes worldwide, encompassing
administrative staff and indirect labour. More than 96% of the positions on offer were permanent and
40.63% were internal promotions. The average length of time for recruitment processes ranged from 46
to 56 calendar days during the year. This is a positive given how complex it is to find the high-level profiles
which the organisation wants to attract.
Corporate diversity and equal opportunities
Diversity is one of Antolin’s biggest assets. It must be managed, nurtured and encouraged as much as
possible. It transcends all areas and is at the heart of all personnel management policies and decisions.

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With a focus on talent, Antolin understands the concept of corporate diversity as the management and
promotion of diverse profiles in all dimensions — both tangible (gender, disability and age) and intangible
— within its teams, which can be optimised by harnessing different talents, values and attitudes as a
competitive edge, achieving personal and professional growth.
The diversity, equity and inclusion strategy (DE&I) is a tool for attracting and retaining talent, while keeping
in mind the value it provides other stakeholders, such as customers, suppliers and society at large. This
search for diverse talent helps the organisation to better ascertain the needs of these groups, which are
also diverse, and the markets where the company operates in order to adequately address expectations.
Antolin signed up to the "Alianza CEO por la Diversidad"(CEO Diversity Alliance) initiative led by Fundación
Adecco and Fundación CEOE in 2022, representing another step forward in management’s commitment
to the strategy.
Leading a diversity strategy rooted in knowledge, values, skills and experience requires a firm commitment
on the part of management to promoting diversity, non-discrimination, equal opportunities and the
integration of people across Antolin through ad hoc initiatives targeting the more tangible aspects of
diversity: functional ability, age, gender, race, sexual orientation, social and cultural origin or professional
category as described in this information statement.
The different ways of understanding the world combined with the myriad experiences of collaborators
bring unique value to a global company such as Antolin. Tailoring the strategy and defining specific plans
adapted to the local needs of companies is essential to adequately manage talent in the organisation. This
maximises the potential of each and every person to give the organisation a competitive edge within a
shared strategic line of action, creating a sustainable business focused on the value of people:
- Attraction of professional profiles from different generations.
- Increase in the promotion of women to management levels.
- Identification of vulnerable talent and training to increase their employability.
Antolin’s inTalent initiative is designed to detect and showcase employees with a special talent
(professional aptitude apart), who demonstrate notable effort, passion and dedication in their personal
lives in arenas that are aligned with the company’s culture and values.
Beyond the mere recognition of equality as a universal legal principle intrinsic to all activity, non-
discrimination is one of the principles laid down in Antolin’s Code of Ethics and Conduct that governs the
company’s behaviour in all spheres. This principle is specifically set out in the Corporate Policy on Diversity
and Equal Opportunities, applicable to all personnel in the company, regardless of their duties, position
or location.
Antolin thus reaffirms its commitment to establishing and developing policies on equal treatment and
opportunities, without direct or indirect discrimination on the basis of gender, race, colour, language,
religion, opinion, origin or any other personal or social condition or circumstance. The company pays
special attention to indirect discrimination, which is understood as a situation in which an apparently
neutral provision, criterion or practice places a person at a particular disadvantage vis-à-vis others for any
of the reasons expressed above.
Access to recruitment, selection and internal promotion processes, on the basis of merit and skills, is under
identical conditions for everyone wishing to form part of the company thanks to initiatives such as the
gradual roll-out of blind CVs and the use of neutral and inclusive language in every step of the process.
These principles are put into practice guaranteeing universal accessibility for people with different
abilities and promoting equality measures that represent an improvement vis-à-vis the current situation.

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Moreover, the human resources departments of the companies analyse suitability to the job when a
person exhibits a characteristic or condition that should be taken into account to ensure that duties are
performed properly. In companies where it is not possible to incorporate them, “statements of
exceptional circumstances” are requested and submitted, adopting alternative measures to comply with
the regulations on hiring such people through contracts with special employment centres and by
outsourcing certain activities.
Aside from complying with the legal minimum percentage of hires, which is 2% in Spanish companies, in
countries with no such obligation the Group sets specific indicators to measure the degree of inclusion in
its teams beyond disability. For example, in Mexico it participates in the “Empresa Incluyente” (Inclusive
Company) government programme that aims to acknowledge businesses which foster social diversion and
the employment of people in vulnerable situations; while raising awareness of the benefits of hiring such
people.
The United States is the pilot region which has introduced a DE&I strategy based on the recognition and
integration of different cultures from across the country in the organisation through the People First
Diversity & Inclusion Team project. On the basis of specific organisational challenges as well as the
company’s goals, which come from and are aimed at Antolin employees in the entire territory, the
objectives of this project are as follows:
- Raise awareness about how cultural differences can profoundly affect people in an organisation.
- Encourage participants to rethink their behaviour and attitudes towards other people.
- Identify problems related to diversity within the organisation that should be addressed.
The teams’ responsibilities include identifying a clear mission, which is worked on through objectives and
initiatives such as raising awareness, motivating participants to rethink their behaviour, examining
stereotypes, and recognising key problems. In 2022 a multi-disciplinary team was set up with
representatives from all the US plants, who, as a starting premise, focused on identifying and
understanding the main prejudices in their respective working environments.
Moreover, certain countries have specific legislation in these areas, such as South Africa, where companies
have to periodically submit Broad-based Black Economic Empowerment (BBEE) reports, designed to
increase the involvement of black people in the economy and correct the inequalities created by
apartheid.
Aside from these regulatory requirements, the company’s centres in South Africa have employment equity
committees to ensure equity in all aspects related to the employee experience, signing up, for example,
to recruiting and post-graduate programmes aimed at giving certain people access to jobs. Offices are not
organised around a hierarchal model, rather an inclusive model with an open-door culture.
Another tangible dimension of diversity is age. Antolin has responded to the increase in senior talent in
recent years in two ways: on the one hand, developing employability programmes, and on the other hand,
undertaking initiatives to promote health, physical exercise and emotional well-being.
Gender equality
Looking at equal opportunities between genders, there are many actions and programmes that, from a
holistic diversity approach without applying quotas or prejudices, can be implemented to make progress
in achieving real equality between men and women across the different phases of an employment
relationship, including access and exits. The various social strategic objectives defined include
progressively increasing the percentage of women in management positions.

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Antolin is currently working on a common equality model that is consistent with the new requirements
and expectations of the local communities where it operates. This model is tailored to the needs of the
company, regulation and the region on the basis of periodic analysis and monitoring of the diversity
metrics defined by area and territory.
Lifelong learning is another company-wide line of action in talent management and development that will
help to put women in positions of responsibility.
The Spain HR department has been collaborating on a project with a specialised consulting firm since 2021
to progressively review the equality plans and how they fit with regulatory requirements in terms of
registering and reviewing salaries in order to guarantee equal pay for work of equal value.
Equality Committees were set up in four centres in 2022 (two in Burgos, one in Pamplona and one in
Navarra). Made up of members of the company and the workers' legal representatives, they approved
their respective equality plans following talks in which the current needs of the job environment, such as
having plans that guarantee equality in the workplace, featured heavily. Moreover, another three centres
(two in Burgos, including HQ, and one in Valencia) have been recognised for their commitment to
establishing and developing policies that build equal treatment and equal opportunities into their policies
and action plans, receiving the Óptima and Fent Empresa. Iguals en Oportunitats distinctions in Castilla y
León and Valencia, respectively.
Rather than a mere obligation, raising awareness is key to instilling the company’s commitments and
objectives throughout the organisation in order to create a respectful, prosperous and inclusive working
environment, as demonstrated by initiatives such as Antolin’s seat on the CIESP (Centro de Industrias del
Estado de São Paulo de São José dos Campos) High Council of Women in Brazil. Its objectives include
working on inclusive leadership, women in industry, training, equity, social support and other important
matters.
Antolin endorsed the slogan chosen for the 2022 International Women’s Day: #BreakTheBias – sharing
this gesture with thousands of collaborators in support of a world with equal opportunities and no
prejudices, stereotypes or discrimination. Under a pink theme, local plants joined the initiative with
motivational talks and sessions in Brazil, Spain, India and Mexico. Recognition was also given to the efforts
and excellent work of women employees in Morocco, where 47% of the quality department are women,
Tlaxacala (Mexico) and Valencia (Spain).
Staff at the Chakan centre in India organised various activities on 19 November to celebrate International
Men’s Day, which shines a light on men’s health, highlighting their contribution to society, and promoting
gender equality, tolerance and peace.
These initiatives are disseminated externally to show the company’s true commitment to equal
opportunities beyond the organisation itself, through actions such as special meetings, conferences and
masterclasses, interviews in the media and regional, national or international forums, training
programmes and professional development, where women are the protagonists.
During the French Presidency of the Council of the European Union, Antolin was present at the Élysée
Palace for International Women's Day, in support of the declaration promoting professional equality
between men and women. The event saw ministers and business leaders take part in numerous debates
on work-life balance, solutions for breaking the glass ceiling in women’s careers, levers to increase
women’s economic power, and how to end wage discrimination.
This vision was supported by accounts of women members of management from the organisation’s STEM
areas in the FACYL - Castilla y León Automotive Cluster and Castilla y León TV at a regional level. Other

46
collaborations included the company’s participation in the Women in business: La era del talento diverso
(The era of diverse talent) seminar in Madrid (Spain).
As part of its commitment to young talent, Antolin sat on the panel of the Youth and Leadership
programme @50&50_Chicas_Imparables (Unstoppable Girls) in its third edition, which seeks to give
teenage girls the necessary self-confidence to become leaders in their lifetime, thanks to the development
of skills and abilities. The company also gave masterclasses and talks such as the III Conferencia de Mujeres
y Liderazgo (3rd Conference on Women and Leadership) to show how women can reinvent the world
through innovation.
On this front, as a complement to the Anti-harassment policy and protocol for preventing gender-based
harassment and violence at work, published in 2020, the mandatory training programme on preventing
harassment and discrimination continued for the entire workforce. The main objective to be evaluated as
part of the annual assessment is recognising different forms of harassment, learning how to respond
effectively to possible incidents, and understanding your role in preventing them.
Organisation-wide, at the end of 2022 the percentage of women forming part of the company’s governing
bodies is 60%, while on the Board of Directors it is 40% and on the Advisory Board it is 75%. The percentage
of women on Antolin’s Executive Committee is 28%.
Diversity, equity, inclusion and talent must go hand-in-hand: the company’s strategy focuses on retaining
the top talent in order to strengthen our brand image and improve our performance by applying broader
ideas and new perspectives that will enable employees to be more productive and the company to be
rated as one of the best places to work.
This strategy continues to bear fruit in the form of external recognition. In 2022, for the fourth consecutive
year, Antolin was included in the top 100 companies for attraction and retention of talent in the
Corporate Reputation Business Monitor's Talent ranking (Merco Talento). The company is ranked
number one in the industrial sector and number 61 overall.

Organisation of work
Over time Antolin has expressly undertaken a commitment to respecting human rights in all its activities
and decisions, thanks to the team of people who make up the company. This commitment is seen through
compliance with employment standards that support the elimination of all forms of forced and
compulsory labour, respect for prevailing legislation in each country regarding working hours, and the
eradication of child labour.
Given this commitment, the organisation of working time is generally based on the collective agreement
according to the needs of the customer, the company and the specific labour environment, in
accordance with the principles of job stability and quality, and of flexible working time and workplace. The
agreed schedule always derives from balancing the interests of all parties: customers, the company and
employees.
Plants offer shift work strategically adapted to the business structure, size, location and objectives, as well
as the characteristics of the departments and the number of workers. The need for two, three or even five
work shifts at some plants is determined by the nature of the services offered and demand for the
products, thus directly affecting the employees’ working day.
Like in 2020 and 2021, ERTEs and similar temporary workforce restructuring plans in other countries
(temporary layoffs, kurzarbeit, furloughs) were applied in 2022 due to various factors: the maintenance of
COVID-19 measures and lockdowns, particularly in China, and the scarcity of semi-conductors and raw
materials as a result of the war in Ukraine.
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New ways of working
Working from home and remotely was gradually replaced by on-site work. However, remote working has
remained as a sporadic measure to facilitate a work-life balance.
In countries such as Germany, France and the UK, remote working is the most common option for
positions where it is possible. Employees work remotely provided there is an agreement with the
company, which governs the conditions for performing the role remotely.
In France, where it is enshrined in law (Charte sur le droit à la déconnexion), all the plants respect the right
to disconnect in accordance with the agreement signed by the different companies within the framework
of the negotiations on professional equality between men and women and quality of working life. This
agreement develops the right and designs training on raising awareness and the reasonable use of digital
work tools.
In Spain, article 88 of the 2018 Data Protection and Digital Rights Act reflects the right to digital
disconnection and its role in collective bargaining. It also calls on employers to draw up internal policies
on disconnection and reasonable use of digital work tools. This content currently forms part of the e-
learning that Antolin offers to employees.
In this respect, developments are expected in 2023 in relation to this right within the collective bargaining
to take place during the year.
Work-life balance
Programmes to promote and facilitate work-life balance and shared parental responsibility remain within
the local sphere in each country, in accordance with the applicable regulatory framework.
Regional and local human resources departments manage strict compliance with legal measures and those
established through collective bargaining. These measures are applied in combination with voluntary
initiatives and actions in response to the specific needs and requirements of the workforces. All of this is
aligned with the commitments set forth in Antolin’s Code of Ethics and Conduct, and within the framework
of the strategic sustainability objectives and HR’s strategic plan. Most of the actions focus on
organisational policies and working time and holiday flexibility.

Training and development


The transformation of human resources due to the impact of new technologies on the business, and the
automation and robotisation of processes around the world, particularly in the automotive and parts
sector, has been fast-tracked as a result of the pandemic’s effects on the job market. To responsibly lead
the sustainable transition of labour relations, companies must take an active role to shift their
employees’ skills and roles to new ways of working that will enable them to develop certain skills which
the company needs and which, in turn, ensure their employability and personal growth.
The new mobility ecosystem requires teams that are prepared to adequately respond to new demands
and expectations of the different stakeholders in an extremely competitive environment. To keep up with
regulators, customers, investors and society at large, companies need talent that is prepared from a
technical standpoint and a human perspective, showing concern for their surroundings and instilled with
solid principles and values, so as to address the challenges facing the business in the short, medium and
long term. Antolin wants to have the best professionals and the best people in its teams.
The automotive industry is struggling to find, in the main markets, good candidates related to new mobility
who are willing to work in companies where their only connection is a contractual relationship. This is
causing a mismatch between supply and demand: job positions going unfilled and people without jobs.

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Ongoing and adapted learning
From a strategic standpoint, Antolin considers training applied to talent as a key cross-cutting vector for
the sustainable growth of the company, people and society. Each and every one of the people who form
part of the Antolin project is responsible for updating their knowledge to be able to adapt to the reality of
their work and their environment in an optimal way.
In 2022 the company continued to promote a culture of ongoing learning through programmes and actions
that ensure personal and professional growth thanks to greater employability and that allow it to adapt
to the changing reality and the transformation of the business that we are currently experiencing. Training
in new technologies to optimise employees' performance (upskilling), along with the expansion and
development of their knowledge in line with the objectives set, in order to adapt to the new requirements
of the position (reskilling) are some of the strategic lines defined by Antolin to improve the company’s
competitiveness and retain talent.
The Upskilling4future project, led in Spain by Forética in conjunction with JP Morgan and CSR Europe,
ended in 2022 after two and a half years of work. Within the framework of the European consortium,
Antolin participated actively throughout the project, ending its collaboration in the following activities
during the last four months of the year:
- Publication of the final document of the project; the study "Upskilling and Reskilling in the Age of
Just Transition", presenting the Upskill4Future table as part of the SDG Summit of CSR Europe in its
third edition last October.
- Round table at the closing event in Spain "Upskill4Future". Training and employability for a
sustainable future of work where the main international trends were explored by CSR Europe and
JP Morgan, green employment and just transition, incorporating the institutional perspective
through the Ministry of Education, and opening a debate on the future of work from a business
perspective, along with some of the experiences of the participating companies, where a small
reward was given for their contribution to the success of the project.
Strengthening leadership and competency management
One of the strategic obligations of the human resources area is to develop Antolin employees’ leadership
skills. With this vision in mind, the Diálogos 4ALL project has been launched: a performance evaluation
process in which each and every one of the company's managers have participated. The focus has been
on reinforcing the number of conversations between managers and their teams, increasing the quality of
these conversations, improving the definition of smart objectives (specific, measurable, achievable,
relevant and with a time limit) and enhancing the design of realistic development plans to promote change
in people. The human resources department has designed an internal communication plan to promote
this project, detailing its rationale, as well as the advantages and challenges that it entails, in the hope of
involving all those who have experienced this "new way of doing things" this year, but who will have to
act as leaders next year.
As the centrepiece of its talent management model, focused on laying the foundations for the
management of Antolin's managers and executives, the competency management model was launched
in 2022, providing a framework and a common language for all the human resources department’s
processes: recruitment, development and learning, performance assessment and team management. The
Korn Ferry Leadership ArchitectTM model has been used as a basis. It is grouped into four axes: leading
self, leading others, leading results and leading the organisation, resulting in eight global competencies
plus four specific competencies for the leadership team. This model is one of the most stable in the market
and is already integrated in the Diálogos 4ALL project, forming part of the selection criteria used by the

49
shared recruitment services. This model is based on an analysis of the company’s main needs, its economic
context and its global strategy.
Led by the human resources area, and with the aim of making a cultural change in terms of learning, the
Corporate University Ecosystem Program is being promoted as a focus of innovation and multiculturalism,
from which to work on the employability of people and teams to improve productivity and develop more
competitive profiles within the organisation. The aim is to transform the concept of training - hitherto
associated with formal training with an online instructor - to another broader concept, called the learning
ecosystem, where training opportunities are obtained through different channels, essentially experiential,
transformative and associated with a different way of acting and thinking.
Boosting digitalisation
This future learning ecosystem requires improving the quality of training content, as well as boosting its
digitalisation, and thereby transforming the current model. This trend, which started in 2022, will enable
processes to be standardised, costs to be reduced and the brand image to be improved, as well as
increased productivity, facilitating the integration of new hires into the culture of the company and
fostering its operability.
In 2023, the digital content design tool will also be introduced, allowing the design, editing and sharing of
online courses in a quick and easy way, thus making it possible to respond to any information or training
need, using a more pedagogical and digital approach.
Dual training
Dual training is a consolidated format in the company, as it seeks to train young people in areas related to
technology. At Antolin, all dual study programmes combine academic studies with experience and
practical training in the company. In all cases the company provides a contract to students on dual study
programmes and covers the costs of enrolment. Furthermore, alumni are offered the opportunity to
remain with the company as employees after completing their studies.
The dual programmes take place in Spain, Germany and Mexico. A global scheme is followed, including
partnerships with both higher education institutions and technical centres, which provide the theoretical
knowledge.
Currently, two types of dual training programmes are available:
 Integrated vocational training: this combines the work experience programme in Antolin's factories
with training in a recognised occupation (professional certificates). The two phases are linked in
terms of time and content. Examples of these include several vocational certificates already offered
such as that of plastic injection moulding technician, maintenance technician, and specialised
operator.
 Career integration programmes: these combine academic studies with vocational training. Training
usually takes place on company premises and on the university campus. Upon completion, students
are awarded a university diploma or degree along with a technical vocational training recognition.
Having 100% of the workforce trained in the Code of Ethics and Conduct, as a strategic and individual
objective as part of the performance evaluation, has established the lines of corporate training in the
commitments set out in the Code, with special emphasis on privacy, cybersecurity and information
security, anti-corruption, conflicts of interest and fair competition in those functions where it has the
greatest impact on their daily work.
Strengthening the technological skills and technical capacity of the workforce in its area of influence as a
driver of innovation will continue to be a priority in the coming years. This will be fulfilled through the
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Centres of Excellence with the support of a set of Best Practices and standardisation of global processes.
This technical expertise is being supplemented by the development of leadership, social and problem-
solving skills. All this will facilitate people's personal and professional development and boost their
careers, with a focus on defining balanced talent profiles. This requires collaborators who are open to
change, adaptable to market trends, and are more agile and competitive in terms of performance.
To ensure that the organisation is prepared to respond to the growing sustainability demands of the
market, from tighter regulations to the specific preferences of the investor base and stakeholder
expectations, ESG competencies need to be deployed to integrate the risks as well as the sustainable
investment opportunities that arise. This requires strengthening and developing specific knowledge
relevant to each function in the organisation in environmental, social and governance matters.
To this end, in 2022, progress was made in defining a competency development model focused on three
phases: diagnosis, mapping and training itinerary.
The training itinerary is cross-cutting in nature throughout the entire company, and its parameters are
defined according to the position, the capacity of influence and the double impact of its activity on the
sustainability of the business and society.
The digitalisation of the Human Resources function, applied to training and talent development, will be
supported by the options offered by artificial intelligence and predictive modelling of behavioural data to
design different experiences according to the interests and needs of each generation.

Hours of training by
Office staff 89,767 Indirect labour 196,406 Direct labour 655,337
professional category (2021)
Hours of training by
Office staff 76,899 Indirect labour 188,779 Direct labour 724,422
professional category (2022)
Office staff Indirect labour and Direct labour.
The scope of the data reported in this Non-financial Information Statement (NFIS) is the same as for the consolidated financial information with
the exception of the companies that are excluded from the reporting of consolidated data (17 in 2020, 6 in 2021 and 6 in 2022) and those that
have no recorded data at 31 December 2020, 31 December 2021 or 31 December 2022. Based on this scope, the data corresponds to 100% of the
workforce in 2020, 2021 and 2022.

For Antolin's success, it is essential to attract, select and retain the best talent, in line with both the
company's values and the current and future needs of the business, in compliance with the legislation
currently in force and following the best professional practices in this area. In addition, in 2022, the
company continued to evolve its recruitment and selection policy according to the new diversity and
inclusion criteria and focusing on promoting compliance with the Sustainable Development Goals.
Furthermore, the global needs of a company like Antolin require global teams: Human Resources has
created a shared service centre team in India, made up of a group of international recruiters, which covers
the search for people for vacant positions all over the world.
Another strategic priority, especially at a time of constant evolution such as the present, is the recruitment
of young talent. With this objective in mind, in 2022 the company carried out various initiatives:
 IT BOOTCAMP. An initiative aimed at attracting and developing young talent in the field of IT and
new technologies to join the digitalisation team. The company is firmly committed to attracting
young professionals, with the tutoring and monitoring of the heads of the different technical areas
that make up the bootcamp:
o Operations establishes different itineraries to integrate people, processes and technology.
o Industry provides support in industrial projects.

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o Smart Data develops the most cutting-edge technologies in the industrial environment and
applies everything it has learned to the most innovative projects.
o The technology area to lead Industry 4.0 initiatives with functions related to cybersecurity
and cloud solutions. Organisation and financial processes with support in organisational and
management processes.
The process of attracting the 20 profiles to participate in the IT Bootcamp was aimed at all the
universities in Spain, and young people from different degrees such as Engineering were taken on:
Computer Science, Industrial Organisation, Telecommunications and emerging degrees such as
Data Science & Business Analytics.
 Dual Studium (Spain - Germany). A programme aimed at Spanish students trained in STEMS
disciplines that takes place in Straubing (Germany). The unusual nature of the dual programme lies
in the combination of customised technical training at Antolin's work centres - where the students
learn to function in an industrial environment - and study a Degree in Mechanical Engineering at
the University of Deggendorf. As an added value, the young people acquire fluency in English and
German, and develop personal skills in an international environment.
Almost thirty students have already taken part in the programme, obtaining very good evaluations,
and the first graduates are entering the job market, where they can put into practice the training
they have acquired at Antolin.

Labour relations
2022 was also challenging in the field of employment, due to the continuing consequences of the COVID-
19 pandemic and the war in Ukraine. Firstly, we must not overlook the measures that have been in place
for almost three years now, such as flexibility and work-life balance, and the figure of the ERTE (furlough)
as a structural tool in production model management. The uncertainty and crisis in the global supply chain
have continued to cause production stoppages, which Antolin has managed through restructuring plans
and flexibility measures such as time banks. The prolongation of this situation has led the human resources
department to redouble its efforts to assist and support the regional managers in making more agile
decisions in the face of unforeseen production stoppages.
In Spain, the labour reform has redefined the scenario: there has been an increase in permanent contracts,
and this has led to a major change in the conditions of the traditional temporary contracting systems via
temporary employment agencies (ETT). This also leads to a more in-depth analysis of labour relations and
communications with social agents, a key point for the labour activity to be carried out properly.
Negotiation and liaison
Antolin promotes the protection of and respect for Human Rights through its Code of Ethics, strategy, and
the impact of its decisions, activities and operations on a day-to-day basis. As part of its commitment to
Human Rights and to complying with labour standards in the countries where the company operates,
Antolin recognises and defends the freedom of association and the right to collective bargaining of all
people in all national and international companies.
This recognition is essential for the representation of collective interests and to be able to find favourable
and productive solutions in relations with workers in situations of potential conflict. In this area, relations
in 2022 were productive, although the starting points for both sides were far apart. On the one hand, the
business side posted limited profits due to falling sales and production stoppages; and on the other hand,
workers' representatives were demanding high wage increases to cope with runaway inflation rates.

52
Antolin ensures that communication between the workers and the trade unions and/or representatives is
fluid and respectful, and to this end establishes channels of communication with the trade unions present
at each of its centres. The entire workforce has a direct participation channel through joint meetings
between management and employees. In this way, 100% of personnel is represented. In addition to this
channel, there are those recognised by the various collective bargaining agreements through special
committees.
As in 2021, in 2022 dialogue with the social partners focused on the agreement to facilitate the
implementation of measures to reduce working hours or collective bargaining agreements, reflecting the
need for greater flexibility for the parties in order to be able to organise the activity affected by customer
downtime and the demands of an ever-changing market. Social dialogue has been helped by the desire of
both parties to reach agreements to ensure the survival of the business and secure jobs.
The drive of the legislator with regulatory changes and new regulations on restructuring plans, with a
direct impact in most of the countries where Antolin is present, has intensified the attention paid to the
regional human resources departments, with, inter alia, weekly discussions taking place in the course of
collective bargaining, as well as legislative requirements in redundancy plans and in temporary hiring.
Collective bargaining and collective agreements
In 2022 28 collective bargaining agreements were entered into between employee representatives and
the company. Of these, five each were in the Czech Republic and Spain; seven in Mexico; four each in
Germany and France; and one each in the UK, the USA and Argentina.
Reflecting Antolin’s commitments to uphold labour standards, the decision to initiate the social dialogue
arose at the request of the workforce and the unions. To ensure that negotiations are as enlightening as
possible, the representatives are provided at all times with the information and training needed to
establish their strategies.
Collective bargaining agreements may or may not themselves set deadlines for review and negotiation. If
an agreement with a termination date does not expressly provide for its extension - unless communicated
by the parties - in some countries such as France it will be considered terminated and the immediately
superior provisions, such as collective bargaining agreements of the sector and/or national legislation, will
apply.
Collective bargaining agreements have always been a company-driven instrument in each of the
negotiations that take place every year to improve the generic or minimal nature of state legislation.
However, those companies not adhering to a collective bargaining agreement, pact or instrument - be it
at company, sectoral, local, regional, national or international level - are covered by the legislation and
regulations in force, including in all cases a reference to occupational health and safety. The minimum
content to be regulated, in any case, in a collective bargaining agreement is working time, working hours
and the distribution of working time, shift work, the remuneration system and wage rates, the work and
performance system, functions and voluntary improvements.

53
Total headcount at Employees covered by a Employees covered by
Country
31/12/2022 collective agreement labour legislation
Germany 1,576 1,305 80% 333 20%
Argentina 125 0 0% 125 100%
Austria 488 488 100% 0 0%
Brazil 587 587 100% 0 0%
China 2,829 170 6% 2659.26 94%
South Korea 5 0 0% 5 100%
Slovakia 819 471 48% 510.64 52%
Spain 2,292 2,292 100% 0 0%
United States 3,318 664 20% 2654.4 80%
France 902 902 100% 0 0%
Hungary 351 0 0% 351 100%
India 833 746 81% 174.99 19%
Italy 109 109 100% 0 0%
Japan 10 0 0% 10 100%
Morocco 290 0 0% 290 100%
Mexico 3,980 3,980 100% 0 0%
Poland 234 0 0% 234 100%
Portugal 275 275 100% 0 0%
Czech Republic 2,048 1,946 95% 102.4 5%
United Kingdom 1,090 687 63% 403.3 37%
Romania 835 835 100% 0 0%
Russia 121 0 0% 121 100%
South Africa 371 371 100% 0 0%
Thailand 167 167 100% 0 0%
Turkey 790 790 100% 0 0%
Vietnam 30 0 0% 30 100%
Total 24,475 16,784 68% 8,004 32%

54
Total headcount at Employees covered by a Employees covered by
Country
31/12/2021 collective agreement labour legislation
Germany 1,756 1,397 80% 359 20%
Argentina 126 0 0% 126 100%
Austria 494 494 100% 0 0%
Brazil 516 516 100% 0 0%
China 2,726 164 6% 2,562 94%
Korea 5 0 0% 5 100%
Slovakia 843 402 48% 441 52%
Spain 2,235 2,235 100% 0 0%
United States 3,324 670 20% 2,654 80%
France 911 911 100% 0 0%
Hungary 298 0 0% 298 100%
India 768 622 81% 146 19%
Italy 111 111 100% 0 0%
Japan 11 0 0% 11 100%
Morocco 261 0 0% 261 100%
Mexico 3,759 3,759 100% 0 0%
Poland 256 0 0% 256 100%
Portugal 267 267 100% 0 0%
Czech Republic 2,110 2,009 95% 101 5%
United Kingdom 1,197 751 63% 446 37%
Romania 803 803 100% 0 0%
Russia 164 0 0% 164 100%
South Africa 305 305 100% 0 0%
Thailand 163 163 100% 0 0%
Turkey 807 807 100% 0 0%
Vietnam 10 0 0% 10 100%
Total 24,226 16,386 68% 7,840 32%

In those countries with restrictive legislation where there is a risk of breach of employment rights, freedom
of collective bargaining and freedom of association, Antolin applies the company governance model
underpinned by the Code of Ethics and Conduct and the policies and systems that implement the
commitments enshrined in the document. An example of this is the existence of a workers’ committee at
one of its locations in China.
In 2023 efforts will continue to be made to improve relations with the various social agents (labour
authorities, workers’ representatives, etc.) to reach a consensus on which to face the challenges that
future economic scenarios may bring.
Antolin’s commitment to making customers its main focus encourages the establishment of enduring,
responsible, stable relations in every aspect of management. As part of its social relations, the Renault
Group launched a communication campaign to notify its supply chain of an agreement on the “Joint
commitment to growth and sustainable development”. This global agreement was signed by the Renault
Group workers’ committee, which represents the employees all over the world, and the Industrial Global
Union. Antolin, as a Renault supplier, signed this agreement, thus undertaking to apply fundamental social
rights within the company. It also confirmed its knowledge and commitment vis-à-vis all service activities
or the delivery of parts to Renault.
Employee-Company relationship
The regional and local human resources departments of each company oversee the strict compliance with
the measures established by law or by collective bargaining locally. These measures are applied in
55
combination with voluntary initiatives and actions in response to the specific needs and requirements of
their workforces. Most of the actions focus on organisational policies on working time and holiday
flexibility. These include agreements for working from home or remote working, reductions and
adjustments in the working day, adapting to circumstances and regulations in each country. All of this is
aligned with the commitments set forth in Antolin’s Code of Ethics and Conduct, and with the strategic
sustainability objectives and HR’s strategic plan.
Before beginning any modification procedures due to significant operational changes, Antolin respects
and complies with the deadlines for giving notice to workers and their representatives in all the countries
where it is present. For example, in Spain, the term for giving notice is 15 days from the date of notification
of the intention to make a salary adjustment until the start of the procedure. Should the changes entail
substantial modifications to the contractual conditions of each employee, the notice required is different,
as is the negotiation process.

Health and Safety


Antolin is conscious of the importance of this matter for its stakeholders, as shown by the materiality
analysis and risk map of the company, and works to protect the health, safety and well-being of the
people who render services for the company.
It is the responsibility of every single person in Antolin to create a pleasant, respectful work environment,
stay healthy and safe, comply with and enforce occupational health and safety rules and measures, and
use the company’s resources and facilities responsibly, irrespective of where work is conducted.
In all the countries where Antolin is present and at most of its centres, there are Prevention Delegates
and/or Health and Safety Committees made up of representatives from the different company
departments and social agents. They act as a forum for participation and periodic consultation regarding
the company's actions in respect of occupational risk prevention.
The sustainable business model and the strategic human resources and organisation plan are the main
frameworks for ensuring the health, safety and well-being of Antolin’s employees. The company’s
Occupational Health and Safety Policy addresses the need to implement, develop and constantly update
an adequate management system. As part of Antolin’s sustainable business strategy, the company’s
stated ambition is: “Zero accidents” in a safe, healthy working environment, working on specific actions
to:
 Reduce the overall frequency rate by 2.30 by 2028*
 Strengthen the commitment to a health and safety culture
* Work-related accidents and illness with sick leave/no. of hours worked * 1,000,000

In light of these performance indicators, the balance in 2022 is positive, having achieved the objectives
proposed with regard to safeguarding the health and well-being of personnel, improving the security
and ergonomics of processes and reinforcing the internal management of the Health and Safety system
in the workplace. First, Antolin’s strategy this year has been to continue to focus on safeguarding the
health and well-being of its personnel in the face of COVID-19. Continuous compliance with prevention
protocols and the administration of tests and vaccination drives continued to be the watchword of all
the companies in the organisation in the first half of the year, until the preventive measures were
gradually withdrawn, following the indications of the health authorities.
As soon as the pandemic allowed it, the company resumed its well-being programmes, organising
numerous activities to promote health, physical exercise, disease prevention, emotional well-being and
healthy eating. Antolin participated in the Forética Health and Sustainability Action Group, which is made

56
up of 17 large companies. At its third edition, the group concentrated on the company’s “health
footprint” from a dual perspective (internal and external): the impact on employee health, particularly
their mental health; and the company’s contribution to the health of its customers and consumers
through its product and service offering. Furthermore, the companies pointed out that employees are
increasingly demanding non-financial perks and benefits to enhance their health and well-being at work
and outside. This constitutes a key opportunity for the companies in their strategies aimed at attracting
and retaining talent.
Within the framework of the corporate programme “Solidarity at work” which aims to reduce and
control cancer through prevention, Antolin joined the “We’re not all the same when faced with cancer”
campaign for World Cancer Day. Other local initiatives were the breast cancer prevention drives held by
the Brazilian and Mexican companies, and the colon and prostate early detection and information
campaigns in Spain and Mexico, as well as other campaigns to detect the human papilloma virus.
Completing these initiatives are health programmes centred on visual health and on prevention of and
vaccination against the common flu, tetanus and hepatitis B at some centres. In Mexico, the “I look after
myself” campaign raised awareness around the importance of self-care and protection to prevent
accidents.
The improvement in process safety and ergonomics, both when designing new projects and when
introducing improvements after analysing accident rates in recent years, has translated into a
significant reduction in frequency and severity rates, achieving the best results to date:
Frequency rate: 3.15 (-10.76%)
Severity rate: 0.18 (-18.18%)
The third pillar of the strategy was the improvement in the internal management of the Occupational
Health and Safety System, based on the conviction that the best tool for preventing injury, avoid the
deterioration in health and provide safe, healthy workplaces is to activate and update this management
system based on the ISO 45001 standard.
In 2022, progress was noteworthy in implementing this system at the new companies, and in
reinforcing and consolidating it at those companies where the management system was already in place
and where the number of internal audits and qualified internal auditors has grown. The number of
certificates also rose, with seven new certificates pushing the total to 56 by year end, meaning that 64%
of the workforce is covered by the certification. Lastly, in relation to protecting the health and safety of
workers who are not company employees but whose work or workplace are controlled by the
organisation, external workers took part in a large number of the activities carried out in 2022 to
promote well-being and health –for example, COVID testing– and some initiatives were even extended
to the workers’ families.
The Policy includes an explicit commitment to the well-being of personnel at the workplace, outside
work and in the community. The work carried out by the medical services is essential to protecting
employee health. The work carried out with the companies’ human resources teams also merits specific
recognition on account of the investment made to integrate emotional and mental well-being into the
lives of the employees and their families as an element of business management.
In the case of temporary employment and subcontracting agencies working at Antolin’s facilities, they
perform a invaluable function, coordinating business activities related to tasks such as risk assessment,
training, medical aptitude and the use of collective and personal protection equipment in compliance
with the laws and regulations.

57
In addition to the foregoing, in 2022 other initiatives and advances highlighted Antolin’s commitment to
the safety, health and well-being of its professionals:
 Corporate awareness-raising campaign “To construct a positive health and safety culture: Let’s
work together”, to mark the World Day for Safety and Health at Work. A positive culture is one in
which a company and its staff hold a safe and healthy working environment in very high regard
and actively cooperate to bring it to fruition.
 ELSSA distinction for one of its centres in Mexico, for the “Safe and healthy work environments”,
the aim of which is to prevent occupational accidents and illnesses, for the promotion of healthier,
non-violent lifestyles and for early diagnosis of non-communicable diseases.
 Participation in conferences and meetings such as Laboralia 2022 in Valencia (Spain), as
moderator for the debate on “Synergies from the pandemic and healthy work habits”. This was
the first congress on risk prevention in the occupational safety and health sector, a key sector in
the fight against the pandemic.
 First Safety, Health and Environment Day in Italy, and first Occupational Safety and Health month
in India.
 1,000 accident-free days at the France, Mexico and Brazil centres.
Antolin’s commitment to personal safety goes beyond the internal environment. As a manufacturer
of car parts, raising awareness and promoting safe driving forms part of its corporate culture. As an
example, educational activities were carried out at one of the centres in France, in collaboration with
an external consultant, to reinforce the commitment to road safety among employees and to raise
awareness, from a practical perspective, of road hazards.

2021 2022
Occupational health and safety
Male Female Male Female
Number of accidents by gender (1) 108 56 99 49
Frequency rate I (2) 2.06 1.07 1.86 0.92
Frequency rate II (3) 3.30 2.85 2.98 2.45
Severity rate I (4) 0.07 0.06 0.06 0.04
Severity rate II (5) 0.11 0.15 0.10 0.12
No. of occupational illnesses by gender 2 7 1 6
Hours lost to absenteeism for common illnesses, accidents, strikes,
2,380,185 2,116,000
union work, maternity leave, paternity leave and other reasons
Occupational health and safety: The scope of the data reported in this Non-financial Information Statement is the same as for the
consolidated financial information, with the exception of certain companies in any of the following circumstances, which are not
included in the scorecard: new companies with an immature reporting level, non-industrial companies or companies not considered
at industrial level.
Based on this scope, the data for 2022 corresponds to 96.38% of the headcount at 31.12.2022.
Hours worked by gender are estimated based on the percentage of employees by gender.
(1) Number of accidents by gender: no. of work-related accidents (excluding in itinere accidents).
(2) Accident frequency rate I: no. of work-related accidents with sick leave (excluding in itinere accidents) per million hours worked.
(3) Accident frequency rate II: no. of work-related accidents with sick leave (excluding in itinere accidents) per million hours worked (with
estimated hours by gender).
(4) Severity rate I: no. of days of sick leave due to work-related accident (excluding in itinere accidents) per thousand hours worked.
(5) Severity rate II: no. of days of sick leave due to work-related accident (excluding in itinere accidents) per thousand hours worked (with
estimated hours by gender).
2021 2022
ISO 45001 Occupational Health and Safety Management System Certificates (no.) 52 56
Workforce covered by ISO 45001 (%) 59.83 64.07
Global frequency rate:
3.57 3.15
(Work-related accidents and/or illness with sick leave/no. of hours worked) *1,000,000 (no.)
Severity index: (Number of working days lost/no. of hours worked) *1000 (no.) 0.21 0.18
Fatal accidents (no.) 0 0
Total Recordable Incident Rate (TRIR): (Total number of recordable injuries and illnesses
2.57 2.05
/Total number of hours worked) * 200,000

58
Personnel management in figures
Employment I
(See Appendix I. Note 1) – Including employees of plants accounted for by the equity method.

Total headcount at 31 December 2021: 24,885 people.


Total headcount at 31 December 2022: 25,255 people

Breakdown by Headcount at Average headcount Headcount at Average


country 31/12/2021 in 2021 31/12/2022 headcount in 2022
Germany 1,756 1,815 1,638 1,631
Argentina 126 124 125 127
Austria 494 494 488 472
Brazil 516 567 587 554
China 2,858 2,907 2,829 2,745
Korea 5 6 121 122
Slovakia 998 989 982 1,004
Spain 2,514 2,544 2,643 2,615
United States 3,324 3,597 3,318 3,195
France 911 931 902 900
Hungary 298 320 351 327
India 861 829 921 904
Italy 111 113 109 110
Japan 11 13 10 10
Morocco 261 274 290 291
Mexico 3,759 3,858 3,980 3,940
Poland 256 273 234 242
Portugal 267 266 275 277
United Kingdom 1,197 1,268 1,090 1,119
Czech Republic 2,110 2,138 2,048 2,068
Romania 803 914 835 823
Russia 164 160 121 147
South Africa 305 311 371 370
Thailand 163 163 167 119
Turkey 807 807 790 793
Vietnam 10 11 30 16
Grand total 24,885 25,692 25,255 24,921

Male Female Total


Breakdown by gender in 2021 15,657 9,228 24,885
Breakdown by gender in 2022 15,827 9,428 25,255

by professional category Office staff Indirect labour Direct labour


Female 1,341 1,576 6,311
Breakdown in 2021 By gender
Male 2,525 6,092 7,040
Female 1,342 1,562 6,524
Breakdown in 2022 By gender
Male 2,596 5,956 7,275
Personnel with differing abilities at 31/12/2021 278
Personnel with differing abilities at 31/12/2022 272

59
Employment II
Total headcount at 31 December 2021: 24,226 people
Average headcount in 2021: 25,023 people
Total headcount at 31 December 2022: 24,475 people
Average headcount in 2022: 24,122 people
Breakdown by Total headcount Average Total headcount Average
country 2021 headcount in 2021 2022 headcount in 2022
Germany 1,756 1,815 1,576 1,564
Argentina 126 124 125 127
Austria 494 494 488 472
Brazil 516 567 587 554
China 2,726 2,777 2,829 2,745
Korea 5 6 5 5
Slovakia 843 830 819 842
Spain 2,235 2,267 2,292 2,263
United States 3,324 3,597 3,318 3,195
France 911 931 902 900
Hungary 298 320 351 327
India 768 727 833 805
Italy 111 113 109 110
Japan 11 13 10 10
Morocco 261 274 290 291
Mexico 3,759 3,858 3,980 3,940
Poland 256 273 234 242
Portugal 267 266 275 277
United Kingdom 1,197 1,268 1,090 1,119
Czech Republic 2,110 2,138 2,048 2,068
Romania 803 914 835 823
Russia 164 160 121 147
South Africa 305 311 371 370
Thailand 163 163 167 119
Turkey 807 807 790 793
Vietnam 10 11 30 16
Grand total 24,226 25,023 24,475 24,122

Male Female Total


Breakdown by gender in 2021 15,162 9,064 24,226
Breakdown by gender in 2022 15,234 9,241 24,475

by professional category Office staff Indirect labour Direct labour


Female 1,293 1,545 6,226
Breakdown in 2021 By gender
Male 2,436 5,830 6,896
Female 1,286 1,521 6,433
Breakdown in 2022 By gender
Male 2,508 5,591 7,136

Personnel with differing abilities at 31/12/2021 275


Personnel with differing abilities at 31/12/2022 267

60
Total headcount by gender Female Male
Management 45 226
Middle management 316 1,155
Professional category 2021
Operating personnel 2,476 6,866
Other personnel 6,227 6,915
Management 45 226
Middle management 321 1,140
Professional category 2022
Operating personnel 2,442 6,713
Other personnel 6,432 7,156

Total headcount < 25 years old 25 to 40 years old > 40 years old
Breakdown by age in 2021 1,495 11,327 11,404
Breakdown by age in 2022 2,060 11,297 11,118

< 25 years
Breakdown by age in 2021 25 to 40 years old > 40 years old
old
Female 555 3,973 4,536
By gender
Male 940 7,354 6,868
Office staff 78 1,810 1,841
Indirect labour 289 3,744 3,342
Direct labour 1,128 5,773 6,221
by professional
Management 0 20 251
category
Middle management 4 507 960
Operating personnel 362 5,025 3,955
Other personnel 1,129 5,775 6,238
< 25 years
Breakdown by age in 2022 25 to 40 years old > 40 years old
old
Female 728 4,055 4,457
By gender
Male 1,332 7,242 6,661
Office staff 154 1,846 1,794
Indirect labour 365 3,592 3,155
Direct labour 1,541 5,859 6,169
by professional
Management 0 21 250
category
Middle management 4 527 930
Operating personnel 515 4,890 3,750
Other personnel 1,541 5,859 6,188

Number of employees by contract type (by duration) Permanent % Temporary %


At 31.12.2021: 23,685 97.77% 541 2.23%
At 31.12.2022: 23,607 96.45% 868 3.55%

Number of employees by contract type (by duration) by


Permanent % Temporary %
gender
Male 14,758 97.34% 404 2.66%
At 31.12.2021:
Female 8,927 98.49% 137 1.51%
Male 14,641 96.10% 594 3.90%
At 31.12.2022:
Female 8,966 97.03% 274 2.97%

61
Number of employees by contract type (by duration) by
Permanent % Temporary %
age
< 25 years old 1,333 89.16% 162 10.84%
At 31.12.2021: 25 to 40 years old 11,040 97.47% 287 2.53%
> 40 years old 11,312 99.19% 92 0.81%
< 25 years old 1,828 88.74% 232 11.26%
At 31.12.2022: 25 to 40 years old 10,928 96.73% 369 3.27%
> 40 years old 10,851 97.60% 267 2.40%

Number of employees by contract type (by duration) by


Permanent % Temporary %
professional category
Office staff 3,657 98.07% 72 1.93%
At 31.12.2021: Indirect labour 7,284 98.77% 91 1.23%
Direct labour 12,744 97.12% 378 2.88%
Office staff 12,918 95.20% 651 4.80%
At 31.12.2022: Indirect labour 6,964 97.92% 148 2.08%
Direct labour 3,725 98.18% 69 1.82%

Number of employees by contract type (by


Permanent % Temporary %
duration) by professional category
Management 271 100.00% 0 0.00%
Middle management 1,462 99.39% 9 0.61%
At 31.12.2021:
Operating personnel 9,192 98.39% 150 1.61%
Other personnel 12,760 97.09% 382 2.91%
Management 270 99.63% 1 0.37%
Middle management 1,452 99.38% 9 0.62%
At 31.12.2022:
Operating personnel 8,952 97.78% 203 2.22%
Other personnel 12,933 95.18% 655 4.82%

Number of employees by contract type (by length of


Full time % Part-time (*) %
working day) by gender
Male 14,951 98.61% 211 1.39%
At 31.12.2021:
Female 8,758 96.62% 306 3.38%
Male 15,003 98.48% 232 1.52%
At 31.12.2022:
Female 8,940 96.75% 300 3.25%

Number of employees by contract type (by length of


Full time % Part-time (*) %
working day) by age
< 25 years old 1,490 99.67% 5 0.33%
At 31.12.2021: 25 to 40 years old 11,219 99.05% 108 0.95%
> 40 years old 11,000 96.46% 404 3.54%
< 25 years old 2,051 99.56% 9 0.44%
At 31.12.2022: 25 to 40 years old 11,183 98.99% 114 1.01%
> 40 years old 10,709 96.32% 409 3.68%

Number of employees by contract type (by length of Part-time


Full time % %
working day) by professional category (*)
Office staff 3,584 96.11% 145 3.89%
At 31.12.2021: Indirect labour 7,254 98.36% 121 1.64%
Direct labour 12,871 98.09% 251 1.91%
Office staff 3,644 96.05% 150 3.95%
At 31.12.2022: Indirect labour 6,996 98.37% 116 1.63%
Direct labour 13,303 98.04% 266 1.96%

62
Number of employees by contract type (by length of Part-time
Full time % %
working day) by professional category (*)
Management 217 100.00% 0.00%
Middle management 1,443 98.10% 28 1.90%
At 31.12.2021:
Operating personnel 9,106 97.47% 236 2.53%
Other personnel 12,889 98.07% 253 1.93%
Management 271 100.00% 0 0.00%
Middle management 1437 98.36% 24 1.64%
At 31.12.2022:
Operating personnel 8915 97.38% 240 2.62%
Other personnel 13320 98.03% 268 1.97%
* The number and percentage of contracts reported is based on the working day of the employee, such that if their working day
is 100% it is included in the full-time category, and if it is less than 100% it is reported as a part-time contract.

Annual average headcount (percentage) By gender Male Female


By contract type year 2021 Permanent 97.04% 97.95%
Temporary 2.96% 2.05%
Part-time * *
By contract type year 2022 Permanent 96.31% 97.27%
Temporary 3.69% 2.73%
Part-time * *

Annual average headcount


By age < 25 years old 25 to 40 years old > 40 years old
(percentage)
By contract type Permanent 90.14% 97.55% 98.11%
Year 2021 Temporary 9.86% 2.45% 1.89%
Part-time * * *
By contract type year Permanent 88.48% 96.90% 97.77%
Year 2022 Temporary 11.52% 3.10% 2.23%
Part-time * * *

Annual average headcount by professional category


Office staff Indirect labour Direct labour
(percentage)
By contract type Year 2021 Permanent 98.24% 98.21% 96.68%
Temporary 1.76% 1.79% 3.32%
Part-time * * *
By contract type Year 2022 Permanent 98.00% 98.19% 95.49%
Temporary 2.00% 1.81% 4.51%
Part-time * * *

Annual average headcount by professional Management Middle Operating Other


category (percentage) personnel management personnel personnel
by type of Permanent 99.59% 99.18% 98.05% 96.67%
contract in 2021 Temporary 0.41% 0.82% 1.95% 3.33%
Part-time * * *
by type of Permanent 99.63% 99.16% 97.96% 95.47%
contract in 2022 Temporary 0.37% 0.84% 2.04% 4.53%
Part-time * * *

Annual average headcount (number of contracts) By gender Male Female


Permanent 15,120 9,170
By contract type in 2021 Temporary 461 192
Part-time * *
Permanent 14,520 8,867
By contract type in 2022 Temporary 556 249
Part-time * *
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Annual average headcount
By age < 25 years old 25 to 40 years old > 40 years old
(number of contracts)
Permanent 1,308.00 11,368.00 11,614.00
By contract type in 2021 Temporary 143 286 224
Part-time * * *
Permanent 1,596 10,910 10,881
By contract type in 2022 Temporary 208 350 248
Part-time * * *

Annual average headcount by professional


Office staff Indirect labour Direct labour
category (number of contracts)
Permanent 3,736.00 7,435.00 13,119.00
By contract type in 2021 Temporary 67 136 451
Part-time * * *
Permanent 3,664 6,962 12,761
By contract type in 2022 Temporary 75 129 602
Part-time * * *

Annual average headcount by professional Management Middle Operating Other


category (number of contracts) personnel management personnel personnel
Permanent 284 1,459.00 9,394.00 13,153.00
By contract type in 2021 Temporary 1 12 186 453
Part-time * * *
Permanent 269 1,448 8,868 12,802
By contract type in 2022 Temporary 1 12 184 608
Part-time * * *
* Data unavailable due to the need to standardise the term “part-time” on the basis of the harmonisation of the different
legislations in this regard.

Number of dismissals
Male Female
Breakdown by gender in 2021 1,278 682
Breakdown by gender in 2022 727 370

< 25 years old 25 to 40 years old > 40 years old


Breakdown by age in 2021 216 981 763
Breakdown by age in 2022 179 508 410

Office staff Indirect labour Direct labour


Breakdown by professional category in 2021 164 498 1,298
Breakdown by professional category in 2022 74 258 765

Headcount by gender Female Male Total


Management 0 12 12
Middle management 9 55 64
by professional category in 2021
Operating personnel 131 455 586
Other personnel 542 756 1,298
Management 1 3 4
Middle management 7 44 51
by professional category in 2022
Operating personnel 72 205 277
Other personnel 290 475 765

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Average global remuneration (excluding management and directors)
Breakdown by gender Male Female
2021 €25,619 €19,733
2022 €26,632 €21,027

Breakdown by age < 25 years old 25 to 40 years old > 40 years old
2021 €12,844 €18,939 €29,344
2022 €14,938 €20,502 €30,466
Breakdown by professional category Office staff Indirect labour Direct labour
2021 €43,893 €27,228 €15,854
2022 €45,484 €28,335 €17,045

Average global remuneration (including fixed and variable remuneration)


By gender Female Male
Management €138,832 €132,428
by professional Middle management €56,204 €62,196
Breakdown in 2021
category Operating personnel €27,772 €28,201
Other personnel €14,685 €16,946
Management €150,134 €142,093
by professional Middle management €57,701 €65,112
Breakdown in 2022
category Operating personnel €29,408 €29,288
Other personnel €16,014 €18,009

Average remuneration of directors and management


Breakdown by gender Male Female
2021 €140,918 €172,532
2022 €165,560 €183,834
Notes:
1. Includes variable remuneration, allowances, termination payments, payments into long-term savings schemes and any
other amounts received.
2. The remuneration shown comprises both directors and management, management being the same as that reported in the
tables showing breakdowns by generic professional category. For further information on board remuneration, see note 22 to the
consolidated annual accounts.
3. At 31 December 2021 the Board of Directors of the Parent comprises one individual, a man, and four legal persons represented
by one man and three women. The average remuneration of the Board of Directors is based on the amount received by the
members of the board as remuneration for their services as management of the Parent. The average remuneration also includes
wages, salaries and similar items of members of the Board of Directors of the Parent who were also employees of the latter in
2021.

Wage gap by gender (including fixed and variable remuneration)

2021 wage gap 3.55%


2022 wage gap 3.95%
The wage gap at Grupo Antolin includes the annualised total remuneration, including fixed and variable remuneration, of
100% of the population. The calculation shows the difference between the average remuneration (male – female / male)
for each defined category in which there are members of each gender, by country, with each gap weighted by the
population of that country vs. the total population in each category.

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VII. Human Rights
The root of our decisions and actions
Antolin is firmly committed to a sustainable business model that combines profitability with the
economic, social and environmental well-being of society using a human rights approach, particularly in
those countries where it is present.
The guiding principles for the way Antolin thinks and acts are at the heart of the company. Respecting
and protecting human rights is built into the business culture and activity. All decisions made and all
actions undertaken in the organisation must include a component of integrity, ethics and transparency,
without overlooking or jeopardising respect for human rights.
The company promotes the protection of and respect for these rights in its Code of Ethics and Conduct
and in its strategy and the impact of its decisions, activities and day-to-day operations, both within the
organisation and throughout its supply chain. This is enshrined in a culture of prevention, mitigation and
remediation which has achieved one objective: 100% of complaints are processed, investigated and
resolved.
The impact of Antolin’s activity on human rights will change over time based on the operational context
of the company and its activities. Although accelerated urbanisation, climate change, globalisation,
technology and legislation will all have an impact on human rights across the world, the impact on each
specific right may vary from country to country.
In accordance with the framework defined in the UN Guiding Principles on Business and Human Rights,
the management model established comprises three steps:
1. Public commitments to protect human rights
2. Due diligence processes
3. Remediation mechanisms
Antolin closely monitors the related trends and regulations, especially the EU’s proposed Corporate
Sustainability Due Diligence Directive (CSDDD). The company is making progress internally on the
human rights due diligence process from a double materiality perspective. On the one hand, one
approach focuses on promoting and developing initiatives to identify and mitigate risks of potential
adverse impacts associated, directly or indirectly, with Antolin’s activity or the activities of its value chain
components. On the other hand, it analyses how stakeholders’ evaluations and decisions can influence
the business.
The Compliance area is particularly important in this regard and is charged with ensuring fulfilment of
the ethical and human rights commitments by the entire workforce wherever Antolin operates. The
overriding aim is to minimise the negative and maximise the positive effects of our activity.

Public commitments in respect of human rights


The company promotes the protection of and respect for human rights as enshrined in its Code of Ethics
and Conduct, a document that constitutes the highest level of guidance on ethics and integrity. It must
be interpreted alongside the organisation’s other policies which expound upon each of the principles
and commitments undertaken by the company.
Both the Code of Ethics, which is available in 22 languages, and the Corporate Social Responsibility and
Human Rights Policy, which was updated in 2022, form part of the corporate governance model and are
issued directly by the company’s Board of Directors, at the proposal of its Sustainability and Corporate
Governance Committee.
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In alignment with the main international and local initiatives within the framework of the 2030 Agenda
and the UN Guiding Principles on Business and Human Rights, respect, promotion and compliance extend
beyond Spain’s borders, reaching every commercial, industrial and financial activity of the company
worldwide as well as the entire value chain.
To meet the challenges it faces, Antolin must analyse trends, stakeholder expectations and regulatory
requirements continuously, using this as a tool to anticipate and listen and respond to issues that are
relevant to the relationship of people, society and the planet with the company. The Code of Ethics,
which is updated annually by the Risk Committee, in turn provides guidance, acting as an instrument for
managing risk within the company’s various operations and territories.

Internal reference framework


Strategic lines of action, commitments and policies:
The Universal Declaration of Human Rights, treaties and other related instruments cover a broad
spectrum of rights. We therefore consider virtually all the policies and guidelines in force in Antolin,
particularly those described in this report, from wide-ranging universal policies to more specific
guidelines, to be applicable to one or various rights.
The following list of policies, processes and other internal provisions applicable to human rights
complement the company Governance Model described in the section of this report on Global Plans.
Objective: to work ethically and with integrity in favour of respecting human rights in every country
where Antolin carries out its commercial, industrial and financial activity.
Approach: to promote and develop initiatives that ensure responsible behaviour and respect for human
rights in its sphere of influence.
 Code of Ethics and Conduct
 Supplier Code of Conduct
 Sustainable business model. Strategic objectives: Planet, People and Business.
 Corporate Social Responsibility Policy and Human Rights: Antolin’s commitments
 Modern Slavery and Human Trafficking Statement
 Policy on conflict minerals
* See Appendix II for description of commitments and policies

External reference framework:


 United Nations Universal Declaration of Human Rights.
 The 2030 Agenda: Sustainable Development Goals 3, 4, 5, 7, 8, 10, 16 and 17.
 The Principles of the United Nations Global Compact. Principles 1, 2, 3, 4, 5 and 6.
 Guiding Principles on Business and Human Rights.
 Children’s Rights and Business Principles.
 OECD Guidelines for Multinational Enterprises.
 Guidelines and Principles of the International Labour Organization (ILO), Conventions 29, 87, 98,
100, 105,111, 138, 182.
 The Global Sullivan Principles of corporate social responsibility.
 Section 1502 on conflict minerals of the Dodd-Frank Wall Street Reform and Consumer Protection
Act.
 World Benchmarking Alliance. Corporate Human Rights Benchmark (CHRB).
Commitments enshrined in the human rights policy
 Respect for the right to privacy. Antolin handles personal data with the utmost care and the fullest
respect for privacy, strictly complying with prevailing legislation on data protection. Antolin has

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developed and introduced a personal data management system that ensures a minimum
appropriate standard for compliance and protection in all of its operations worldwide.
Security measures have been adopted to provide protection during personal data processing. In
2022, Antolin obtained the approval of the European and Spanish data protection authorities for
its Binding Corporate Rules (BCR), a mechanism for safeguarding international personal data
transfers between Group companies, having demonstrated the adequacy of its processes and
policies for the protection of personal data and information throughout the organisation.
 Respect for the right to personal safety. This applies to all relationships with employees, former
employees and their families, job candidates, customers, suppliers and other groups directly or
indirectly related with the company.
 Respect for ownership rights. The aim is to avoid falsification and to respect intellectual and
industrial property rights: any invention, possible patent or trademark must be notified promptly
to the management company in order to protect the intellectual property.
 Prevention of cruel, inhumane or degrading treatment. Antolin will not tolerate any type of cruel,
inhumane or degrading treatment in the workplace. The Company complies with all non-
discrimination and fair treatment policies.
 Respect for freedom of expression. All persons forming part of Antolin have the right to express
their opinions through the established consultation channels. Ensuring freedom of speech is an
important part of the company’s Code of Ethics and Conduct, and any situation that goes against
the fundamental principles and rights of personnel and/or within the context of the companies to
which this code applies must be reported.
 Non-complicity in human rights abuses. Preventing, detecting and eradicating any complicit action
in cases of human rights abuses, whether perpetrated within Antolin’s scope of responsibility, on
its behalf or for its benefit.
 Respect for indigenous rights. Recognising, respecting and complying with international, regional
and national legislation, including the tax and urban development legislation in the countries and
territories in which the company operates, as well as their culture, customs and history.

Due diligence process


In anticipation of possible requirements and based on its desire for continuous improvement, Antolin is
moving ahead on its due diligence journey with the following key points in mind:

• Identifying the applicable human rights based on their impact.


• Identifying potential conflicts from a prevention and management viewpoint.
• Raising awareness, educating and training 100% of the workforce.
• Securing the adoption of the Code of Ethics and Conduct by 100% of the team.
• Extending the commitment and acceptance of the Supplier Code of Conduct to 100% of the supply
chain.
• Assessing the human rights performance of 96% of direct material suppliers by 2026.
• Promoting mechanisms to make it easier to safely submit consultations, reports or complaints.
• Investigation, processing, repair and monitoring.
• Continuous monitoring to anticipate potential risks.
As a member of the Business & Human Rights work group of the Spanish network of the UN Global
Compact, Antolin ended 2022 by joining the Business & Human Rights (BHR) Accelerator programme
promoted by United Nations. To reinforce its commitment through action, Antolin seeks to strengthen
due diligence processes in respect of human rights. The BHR Accelerator is a six-month programme and is
currently available in more than 30 countries.

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Employee training and awareness-raising
In addition to the compulsory nature of Antolin’s human rights policies, raising awareness among
employees is key to helping to increase their loyalty to the company’s commitments and objectives for
creating a respectful, prosperous and inclusive work environment.
Antolin has launched a campaign to raise employee awareness and participation on this important matter.
Heightened awareness will give way to action through the definition of a cross-cutting training
framework to detect and evaluate the human rights management risks which Antolin faces. Parameters
will be defined for these risks in terms of position, influence and impact on corporate and social
sustainability.
To reinforce its employee training, in 2022 Antolin developed and launched new courses on the
company’s e-learning platform (Success Factor) on multidisciplinary topics, using patterns of
approximation to risk and materiality as reference.
Training developed and launched in previous years:

• Code of Ethics and Conduct.


• Anti-corruption.
• Privacy and data protection.
• Anti-trust.
• Conflict of interest.
• Anti-harassment and discrimination.
Training developed and launched in 2022:

• Third-party due diligence.


• Data security.
• Respectful communication.
Furthermore, this content on the importance of compliance is reflected in other internal communication
actions: awareness-raising campaigns using posters and other materials at the company’s facilities, and
weekly flashes with suggestions and advice on how to behave, among others.
Commitment in the supply chain
Antolin’s suppliers are essential to the success of its operations, so this commitment must be extended to
its entire supply chain, as described in the section of the chapter on Society on “Human rights in the supply
chain” of this Non-financial Information Statement.
Along these lines, the launch of the supply chain management programme and its alignment with the
commitment of Antolin’s customers are aimed at promoting actions and deepening the involvement of
the different players in the chain to protect and respect human rights.
With a view to reducing the possible risks linked to the supply of conflict minerals, Antolin has a
multidisciplinary, multicultural work team charged with updating the Conflict Minerals policy and applying
due diligence to ensure adequate management of these high-risk minerals and regions. Its objective is to
develop a robust and reliable management system for these materials that will meet customer needs and
comply with future regulations.
Integration of human rights into risk management
The integration of human rights into the company’s risk management system in 2018 facilitated the
establishment of effective systems and processes to address the possible impacts on human rights caused

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by both the company in its normal activities and actions, and by the people who directly or indirectly
interact with the company in the course of performing their professional duties.
Management and monitoring is carried out through the Risk Management module of the SAP_GRC tool,
as part of the due diligence process introduced by the company.
Foremost among the key points of this process is the identification of the applicable human rights based
on their impacts for Antolin, helped by the methodology developed as part of the Corporate Human Rights
Benchmark (CHRB) for the automotive sector. The CHRB methodology provides an assessment of the
performance of sector organisations on a comparable basis, according to how they address their risks and
impacts through the use of policies, processes and practices. As a preventative measure, the Compliance
department performs monthly monitoring on a company-by-company basis, using the risk map to trace
any possible incidents that might affect Antolin’s commitment.
Assessment of impact on human rights
Antolin identifies and analyses the needs that are a top priority for the main stakeholders in the
environment where it operates. Once it has analysed them it considers whether these needs are aligned
with the lines of contribution and the scope of action defined by the company. Similarly, with a view to
possible alliances, it verifies whether the collaborating entities meet the criteria established by Antolin
and assesses the positive impact on the Sustainable Development Goals.
Free, Prior and Informed Consent (FPIC)
Although Antolin is not present in indigenous communities, each contribution programme is the result of
the relationship and three-way collaboration between the company, the NGOs or public-private
partnerships, and the local community.
Development of human rights capabilities for local communities
Antolin’s sustainable contribution model sets the basis for the stakeholder relations model. The company
is a potential transformative force in the areas where it operates in order to build spaces of economic,
social and environmental prosperity based on ethics, transparency and professional conduct.

Remediation mechanisms
To ensure ethical compliance, Antolin set up an international transparency channel in 2010 to handle
complaints regarding possible breaches, conducts or actions that are contrary to the values, commitments
and principles set out in the Code of Ethics and Conduct, policies and regulations, including those related
to possible human rights violations.
The transparency channel is the official channel available to all those who render their services at any
Antolin company. It is also available to the other stakeholders outside the organisation through the
intranet, the website and a mailbox.
Before the channel was created, an internal procedure for escalating was defined to speed up the
resolution of any consultation or doubt regarding the nature of behaviour, actions or omissions suspected
of a possible human rights breach or abuse.
When relationships or situations that could entail a risk are detected, the organisation’s supervisory
mechanisms for adequate monitoring and subsequent validation go into effect and action plans are drawn
up to ensure that the company follows best practices and complies with the Antolin governance model.
With regard to respect for human rights, in 2022 two cases related to harassment in the workplace were
identified, investigated and resolved. Three complaints were received, investigated and resolved in

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connection with a lack of respect and fair treatment in the workplace, alleging unfair treatment and
discrimination in employment. All such complaints were filed internally by Antolin employees and none
resulted in legal proceedings. The total number of complaints received, managed and reported was the
same as in 2021. Thus, the year ended with 100% of confirmed human rights-related complaints having
been resolved.
Action plans or remediation measures carried out during the year:

Disciplinary action (Warning/Written warning).


Coaching and training on respectful communication and ethical leadership.
Action plan Termination of professional activities.
Awareness-raising and specific training in respect of anti-harassment.
Monitoring of behaviour and conduct to observe progress.

Note: The scope of the concept of human rights taken as reference for the reporting of the indicator was defined in accordance with the
United Nations Universal Declaration of Human Rights and the Guidelines and Principles of the International Labour Organization (ILO):
eradication of child labour and that of adolescents aged 16-18 years, elimination of forced or coerced labour, slavery and people
trafficking, respect for healthy working hours, diversity, inclusion and non-discrimination in employment and occupation, fair, equal and
non-discriminatory pay respecting minimum wage conditions, freedom of association and right to collective bargaining, and occupational
health and safety management.

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VIII. Corruption and bribery
Zero tolerance, risk areas and management approach
Antolin expressly rejects all forms of corruption in the broadest sense - be it active, passive, private, or
with public officials -, applying a zero-tolerance criterion with respect to any breach of the Code of Ethics
and Conduct and the content of the organisation's policies. The Company has in place a procedure that
defines the structure of the various roles and responsibilities, from the Governing Body, Senior
Management and Compliance department, through the Compliance supervisory and advisory bodies, to
middle management and employees.
At Antolin, we are committed to the highest ethical standards, making the Company a role model in this
connection. In line with its commitment to strict compliance with the legislation on preventing and
combating corruption, the Company has a Global Anti-Corruption Policy that combines all of its existing
commitments, guidelines and policies. This Policy, which is published and distributed to all of the members
of the organisation, extends this compliance obligation not only to the employees of the companies over
which Antolin exercises direct or indirect management control but also to its commercial partners and
other stakeholders.
The Global Anti-Corruption Policy was updated in 2022 to incorporate both the principles for action
already observed at Antolin, and all of the requirements and improvements that have arisen as a result of
implementation of the business model established via the compliance and anti-bribery management
system. This new Policy was approved by the Board of Directors.
In line with its commitment to prevent any form of corruption, Antolin carries out all its activities in
accordance with the legislation in force in all of the areas and countries in which it operates, in keeping
with its spirit and purpose. With this in mind, it undertakes:

a) Not to tolerate, under any circumstances, corruption or extorsion, the acceptance or offering of
bribes, or the direct or indirect soliciting or undue receipt of unlawful payments or commissions.
b) To prohibit any hospitality or gift that may lead to suspicions of corruption or is intended to directly
or indirectly influence the will or objectivity of third parties, with a view to securing any kind of
benefit or advantage through the use of practices that are unethical and/or run contrary to the
applicable law.
c) Not to permit any facilitation payments to public officials, or cash payments to any third party.
d) Not to finance or show any other type of support, be it directly or indirectly, for trade unions, public
officials, political parties, their representatives or candidates, or any person of trust of the
foregoing.
e) Not to use donations, sponsorships or any other form of financial aid to conceal undue payments.
f) To faithfully and appropriately reflect all activities, operations and transactions of the Company in
its books and records, and to prevent any acts aimed at misappropriation or fraud.
g) Not to unduly request or receive, directly or indirectly, any commissions, payments or benefits from
third parties upon or as a result of transactions involving investment, divestment, financing or
expenses on the part of the Company, and
h) To pay particular attention to circumstances in which there are indications of a lack of integrity on
the part of persons or entities with which business is conducted so as to ensure that Antolin only
establishes commercial relationships with qualified people and entities with a suitable reputation.
Moreover, Antolin works to adopt the most advanced practices and standards of good governance, and
to integrate and encourage responsible management to contribute to a culture of transparency, ethics
and compliance that safeguards the interests of all of its stakeholders. It has three objectives in this

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connection: to professionalise decision-making within the family business, to protect the Company from
potential compliance risks, and to consolidate trust in the organisation.
Antolin ensures that all practices, negotiations and lobbying strategies used for the purposes of
influencing stakeholders are lawful, transparent and conducted with integrity. To this end, the Company
has in place a number of prohibitions and precautionary measures:
 A prohibition on all types of fraudulent, collusive, coercive and obstructive practices.
 Disclosure of detailed information in the event of participation in activities related to pressure
groups, internal control of the budget associated with such activities, and oversight in the form of
internal/external audits.
 The avoidance of any conduct running contrary to public international conventions (UN, ILO, OECD,
etc.).
 A prohibition on securing or seeking to secure information in a dishonest manner, misleading or
deceiving interested parties and/or the personnel of public institutions in order to gain an undue
advantage or benefit.
In 2022, Antolin made no contributions to and incurred no expenses in relation to political campaigns,
political organisations, pressure groups or lobbies, commercial associations or other groups that are
exempt from taxation.
Antolin has set in place a Global Compliance Management System based on the principle of transparency
and due control, which is aimed at fulfilment of the commitments described in its Global Anti-Corruption
Policy, and consists of the following elements:

 The implementation of a risk prevention, management and control model to prevent corruption,
bribery and fraud and which includes:
o A procedure for the approval of gifts by independent departments. Regard is to be had in this
connection to the terms set out in the Gifts and Hospitality Policy, in respect of which the
Compliance function acts as guarantor and ultimate approval body.
o Assessment of the risks facing vulnerable areas of the Company and establishment of internal
controls, including the financial and accounting areas, to prevent and, as the case may be,
detect and eradicate any irregular practices relating to fraud, corruption and bribery, and
mitigate any such risks.
o Oversight and verification by means of internal and external audit processes, with any
external audits being conducted by a specialist independent organisation.
o Access and direct reporting to the Compliance department in the event of any situation or
practice affecting this Policy, via confidential reporting systems and coordination with the
business units via internal notification systems.
 The establishment of mechanisms to ensure compliance with the applicable internal and external
regulations by both Company workers and, where appropriate, any third parties that may deal with
it. These mechanisms include:
o A Crime Prevention Model: a structured organic prevention and control system aimed at
reducing the risk of perpetration of crimes, including financial crimes.
o A System for Internal Control over Financial Reporting: a mechanism to prevent and control
internal financial reporting fraud.
 Attribution of responsibility for compliance and the prevention of corruption to all members of the
company in their specific spheres of action, according to a risk-based approach and, in particular,
having regard to the internal roles and responsibilities structure established by the Company.

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In 2022, Antolin has satisfactorily concluded the audit in relation to the UNE-ISO 37001 standard, and has
renewed the final certification of its Anti-bribery Management System. ISO 37001 is the international
standard that sets the requirements and provides guidelines to establish, implement, maintain, review
and improve mechanisms to combat possible bribery and corruption practices in companies. The
certification is an international benchmark and highlights the efficacy of the Company’s actions to create
an ethical and healthy environment, while also drawing attention to Grupo Antolin’s commitment in areas
such as integrity and transparency.
To mark the International Anti-Corruption Day on 9 December 2022, the Company launched a global
communication and informative video to the entire organisation, to stress the importance of zero
tolerance as regards corruption.
With these measures, the organisation confirms its unwavering commitment to combatting bribery and
corruption. It also demonstrates the leadership of Antolin’ s Board of Directors and management when it
comes to combatting malpractice and verifying the way in which these concepts are conveyed to all of the
Company’s employees and collaborators.

Main corruption and bribery risks


One of the basic pillars of the Compliance programme is risk management. However, risks may vary
depending on the activity, size, geographical region where the operations take place and other internal
and external factors. To address this issue with certain guarantees, Antolin has made a firm commitment
to comprehensive risk management on an international scale using the SAP-GRC Risk Management
module, which covers all areas and fields, and involves managing a considerable volume of risk.
Over the course of this year, the criteria for ranking probability levels and the different categories of
impact for the various internal and external corruption, fraud and bribery risks have been updated and
specific objectives set. This has given the Company a global perspective of these risks, while doing away
with potential subjective biases.
In the 24 areas analysed and assessed globally for all of the plants and geographical regions in which
Antolin operates, it can be concluded that while corruption, fraud and bribery issues occupy relevant
positions within the global risk map, the risk level itself is classed as low.
The Criminal Risk Management and Organisation Model is integrated within the Company’s existing
Compliance Management System, which has been updated in line with the UNE 19601 standard:
Management system for criminal compliance. In 2022, the Company renewed the certification that
verifies and confirms the internal development of a Criminal Compliance System that fulfils the
requirements of the UNE 19601: 2017 standard.
With these certifications, Antolin continues to advance in its implementation of the highest standards of
compliance with the aim of enhancing good governance and transparency at the Company.
The process to identify, manage and assess these risks, was conducted using a SAP tool with the following
modules: GRC PC (Process Control) for controls and RM (Risk Management) for risks. On the criminal side,
the following crimes have been identified: influence peddling and bribery, illegal financing of political
parties, corruption in business, money laundering, corporate offences, and fraud against public
administrations.
In carrying out its activity, Antolin has very limited dealings with the public authorities, mainly involving
ordinary and obligatory activities such as the payment of the corresponding taxes and social security
contributions, labour and environmental inspections, and obtaining authorisations, grants and licences.

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Areas affected and sensitive activities
The main departments affected by this risk, given the functions they perform, are:
- Legal advisory
- Corporate quality
- Sales
- Supply chain
- Corporate finance
- Tax planning and incentives
- Marketing, communication and institutional relations
- Organisation and Human Resources
- General services
- Transformation
If any breach, violation or infringement concerning corruption and bribery is reported, communicated or
detected, regard is to be had to the established procedure for escalating, investigating and remedying
compliance breaches, which is explained in more detail in the section on the Transparency Channel.
The principal sensitive activities in the area of corruption and bribery are as follows:
 Participation in calls for public tenders to secure any type of contract.
 Management of dealings with public officials: applications for any licences, permits or
authorisations from public entities to carry out any activity related to the Company’s business.
Grant applications and management.
 Dealings with the judiciary, whether in legal proceedings to which the Company is directly or
indirectly party or when called upon to collaborate in any way.
 Management of gifts and donations to any public entity.
 Management of administrative inspections, taxes, social security and occupational safety and
environmental protection.
 General dealings with public entities, e.g. with public notaries and registrars.
 Processes to waive customers’ debt.
 Negotiation and procurement of any goods or services from the Company’s suppliers.
 Negotiation and signing of contracts with customers.
 Relations with administrations to procure contracts in the international arena.
 Receipt of funds from customers, especially those from territories formerly classified as tax havens.
 Making donations/charity initiatives.
 Management of investments of all types, be they in immovable assets or real estate (purchases of
shares or companies, strategic agreements and any other extraordinary finance operations).
 Monitoring of financial flows, paying particular attention to the destination, as well as the source
of amounts transferred from and to tax havens.
Based on the analysis and assessment of the data and information described, the risk associated with
corruption in Antolin’s activity in Spain and abroad is considered to be low to marginal. Details of the
progress of complaints filed in respect of cases of corruption detected and closed are provided below.
31.12.2022 31.12.2021
Cases of corruption reported 3 1
Note: The scope of the concept of corruption for reporting on the indicator has been defined in accordance with principle 10 of the
United Nations Global Compact, the United Nations Convention against Corruption, OECD Recommendations, the US Foreign
Corrupt Practices Act (FCPA), the UK Bribery Act or reforms of criminal legislation in Spain and other countries.

All of the complaints filed in 2022 fall into the misappropriation and theft of company assets categories.
Two of the three cases have been resolved and the third is awaiting a decision in judicial proceedings.

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In relation to these cases and with a view to resolving the issue and avoiding a repeat of these situations
in the future, a series of remediation and improvement measures have been implemented as part of the
following action plan:
Termination of independent contractor and employment contracts with the parties involved
Action plan Employee training and awareness
Improvement of surveillance systems

Policies and commitments


At Antolin, we are committed to the highest ethical standards that have made the Company a role model
in this connection. The Corporate Compliance Policy and Anti-Corruption Policy are essential documents
that form the core of the Company’s management systems and enable us to set out several basic principles
and rules for compliance with legislation on the prevention and combating of corruption. Several of the
existing commitments, guidelines and policies are derived from these top-level global policies, which apply
to both the employees of Antolin and its commercial partners.
Internal reference framework
* See Appendix II for description of commitments and policies
 Vision and values
 Code of Ethics and Conduct
 Sustainable Business Model
 2024 Compliance Master Plan
 Supplier Code of Conduct
 Corporate Compliance Policy
 Anti-Corruption Policy
 Corporate Social Responsibility and Human Rights Policy
 Gifts and Hospitality Policy
 Conflicts of Interest Policy
 Compliance guidelines: Donations and contributions
 Compliance guidelines: Anti-corruption and bribery
 Code of Online Conduct
 Corporate Privacy Policy
 Due diligence procedure
 Policy to prevent and combat harassment (Anti-harassment Policy)
 Procedure for escalating, investigating and remedying compliance infringements
 Anti-Trust Policy
External reference framework
 United Nations Universal Declaration of Human Rights
 The 2030 Agenda: Sustainable Development Goals 16 and 17
 Principles of the United Nations Global Compact: Principle 10
 United Nations Convention against Corruption
 OECD Guidelines for Multinational Enterprises
 OECD Due Diligence Guidance for Responsible Business Conduct
 ISO 37001:2017, Anti-bribery management systems
 UK Bribery Act 2010
 Foreign Corrupt Practices Act (FCPA)
 ISO 19600/UNE19601. Compliance Management Systems (Criminal).

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Due diligence and prevention practices regarding members of the organisation, third
parties and business partners
Antolin is committed to ethical conduct and compliance with the law, based on the values described in
the Code of Ethics and Conduct, which is mandatory for all employees and collaborators. Furthermore, in
dealings and/or associations with non-Group entities and individuals conduct is expected that is aligned
with these values, which are enforced through due diligence management policy and procedures.
From this perspective, verification of the conduct of those wishing to be associated with the organisation
is a minimum business precaution and, for this purpose, Grupo Antolin has implemented a due diligence
policy as part of its Compliance Management System.
Due diligence procedures are key in any compliance management system as they guarantee that the will
of the organisation in enforcing its values is applied in its relations with customers, suppliers, business
partners and third parties in general (external) as well as with employees or members of the organisation
(internal).
The Company defines, implements and manages due diligence procedures that are common to all of its
employees and people in exposed positions at Antolin as well as to third parties and business partners
that are linked to the Company’s activities.
With a view to ensuring that all professionals across the entire workforce are aware of the organisation's
expectations as regards compliance, the Company:
 Explains and provides training on the Compliance Management System and Policy, the Code of
Ethics and Conduct and other position-relevant system procedures and policies, during the initial
onboarding and training sessions held for new employees.
 Publishes the Compliance Policy and procedures in force for all members of the organisation via the
corporate intranet.
 Requires all members of the organisation to comply with the Policy and other aspects of the
compliance management system.
 Adopts proportionate disciplinary actions against any members of the organisation found to be in
breach of the requirements under the Compliance Policy.
 Ensures non-retaliation against any members or personnel of Antolin refusing to participate in or
rejecting any activity that may reasonably be considered to entail a compliance risk, or reporting in
good faith any breach or infringement via the internal reporting channels in place.
Candidates to executive-level positions that are particularly exposed to compliance risk or involve a high
level of responsibility are subject to background checks.
In the case of third parties, each of the three due diligence phases must be observed: appropriate
selection, appropriate contracting and monitoring of performance.
In 2022, Antolin conducted specific online training on the management of due diligence processes with
third parties, to ensure compliance with its values in all of its professional dealings and activities with both
collaborators and third parties, be they customers, suppliers, collaborators and/or business partners, and
avoid any “association” with persons or entities not aligned with its values.
Measures adopted to prevent corruption and bribery
Expansion and improvement of detection, correction and reporting mechanisms
 Corporate Compliance Policy
 Anti-Corruption Policy
 Third-Party Intermediary Policy
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 Due diligence procedure
 Conflicts of Interest Policy
 Gifts and Hospitality Policy
 The Code of Ethics and Conduct sets out Grupo Antolin’s commitment to international and local
efforts to eliminate corruption. It also expressly states that Grupo Antolin will not pay any amount
or render any service to political parties, public officers or candidates to such positions,
administrative authorities or their employees, even where such contributions are deemed lawful
under the legislation of the countries in question.
 The Supplier Code of Conduct and the Supplier Manual, which sets out the firm and unconditional
commitment of all Antolin’s suppliers to business ethics.
 Creation of a culture of integrity in all operations.
 Updating of the Compliance induction programme.
 Implementation in the SAP-GRC system of the global compliance risks.
 International roll-out of compliance risk management, which began by identifying global risks
common to the entire organisation.
 From a financial standpoint, Antolin has various controls in place through the following procedures
that are part of the internal control and risk management system in relation to financial reporting
(ICOFR), a system implemented, documented and assessed by Internal Audit. Among these
controls, the following are particularly worthy of note:
o Business Plan and Annual Budgets. Budgetary control of the income and expenses of each
department, with an analysis of any deviations.
o Analysis and approval of investments.
o Financial control of projects.
o Transfer pricing.
o Closing and consolidation of financial statements.
o Updating of the perimeter of the consolidated Group.
o Periodic reconciliation of bank and financial accounts (cash count).
o Monthly economic and financial reporting system.
 Certification of the Criminal Compliance and Anti-bribery Management Systems in accordance with
the requirements of the international UNE19601:2017 and ISO37001:2017 standards.
 The system to segregate internal functions via the Access Control module in SAP-GRC is in the
development phase.
Training and awareness-raising regarding the first high-level standard and anti-corruption policies.
Development and launch of new e-learning courses and training via the Company’s Success Factor
platform, to be added to the corruption-related courses launched in previous years: conflicts of interest
and preventing and combating harassment.
The following online training programmes have been developed and launched in 2022: Due diligence with
third parties and information security.
2022 has also seen the continued promotion of communication and multi-disciplinary online training,
using customised virtual training tools. Awareness campaigns have also been run using posters and other
informative materials, along with weekly bulletins containing guidelines and action guidelines covering
the different areas of compliance

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Transparency channel and other reporting mechanisms
The ‘Transparency Channel’ is the channel put in place by Antolin to manage complaints via the website
or its P.O. box in the event of any conduct or act that is contrary to the commitments and principles of the
Code of Conduct, including all those related to corruption and bribery. The reporting person may identify
themselves by means of their personal data upon filing the complaint, or may do so anonymously.
The Compliance department is the area of the Company that is charged with receiving complaints and
claims filed both internally and externally via the Transparency Channel.
The Company has defined the principles for, and process via which, any professional identifying irregular
conduct, a serious incident or a possible breach may report and escalate it via the means provided for the
purpose, with a view to creating and consolidating a culture of transparency. Moreover, there are internal
regulations stating that certain specified incidents must be escalated for appropriate processing and
management.
The ordinary procedure for the management of the channel and specified incidents that are to be
escalated includes several basic steps for their preliminary analysis, processing, investigation and
remediation.
 The sole recipient and area responsible for all of the foregoing is the Compliance department.
 Depending on the implications and the incidents reported, the Compliance department must
inform other departments to discuss, act on and resolve the reported incidents in the most
appropriate way possible, respecting due confidentiality and privacy in all cases.
 The Compliance department performs a preliminary analysis and assessment of all the information
received regarding potential irregular conduct or breaches described in the above-mentioned
cases, whatever the source, provided it considers there to be sufficient indications of the credibility,
severity or nature of the breach or reasonable evidence of the existence of a violation is provided.
Depending on the outcome of this preliminary analysis, two courses of action are possible:

- The procedure may be closed, and the complaint, claim or incident escalated recorded along with
the reason for its closure, acting at all times in accordance with the data protection legislation.
- The procedure may be continued and an internal investigation commenced where it is considered
that the events reported or incidents escalated are sufficiently significant to be likely to represent
a breach.
In both this preliminary investigation process and the subsequent additional process, the Compliance
department may by assisted by persons who are entirely independent from the claim or complaint and,
as the case may be, inform other areas or bodies of the Company.
Once it is determined, after the preliminary investigation, that the event or complaint escalated is to be
processed and an internal investigation started, the Compliance department will appoint or designate a
Case Manager (CM). The Case Manager has primary responsibility for decisions taken in respect of the
investigation activities. They are also responsible for drawing up the investigation plan, under the
supervision and with the support of the Compliance department.
Based on the needs of the investigation, the Case Manager may request the support of other Company
professionals to carry out the necessary enquiries to clarify the events being investigated (the
“Investigation Team”). Where necessary, all investigations may be conducted with the support of the
regional or local legal advisors, Human Resources and the Compliance department, which will provide
advice and guidance to ensure compliance with laws, regulations, agreements, corporate policies,
applicable guidelines and practices.

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If necessary, the assistance of external advisors may also be sought. In such case, the Compliance
department together with the Human Resources, Legal Advisory and Finance departments, in each case,
will determine the scope of this assistance, and may delegate the investigation entirely or partially to the
external advisors, who must keep the Compliance department continuously updated while carrying out
the investigations.
Upon completion of the investigation, and where necessary in light of the severity of the events and the
remediation measures agreed to or requested by any of the parties involved, the Case Manager, with the
assistance of the Compliance department and the Investigation Team, will prepare a report detailing all
of the existing circumstances that have been brought to light The report will include the proposed
remediation measures (disciplinary correction, complaint to the authorities, system or internal procedure
improvements to prevent similar situations in the future, among others) and it will be sent to the
competent bodies to agree upon and impose the corresponding disciplinary penalty. In any case, the
Compliance department must keep a record of documents and evidence that are part of the investigation
process as well as of the cases and complaints handled and investigated internally.
If after the investigation, the bodies or individuals with competence to carry out the internal investigation
should conclude that no breach or violation has been committed, the investigation will be closed. The
Compliance department is responsible for the registration of shelved investigations.
As expressed in its Code of Conduct, non-retaliation against any persons escalating cases of non-
compliance is a basic principle at Antolin. All investigations must address the potential for retaliation
against the reporting person or other parties involved, including witnesses, and ensure that senior
management be reminded of the requirement that no subtle or overt acts of retaliation be taken,
threatened or perceived. All accusations of retaliation made by the reporting person or other parties
involved must be investigated.
The Compliance department is entitled to preserve the confidentiality of documents until they may be
circulated for remediation actions.
Upon completion of the internal investigation, the functions with competence to agree upon and impose
the penalties proposed by the Compliance department, and persons involved in the internal investigations
are as follows;
- Where the persons purportedly responsible for the breach are executives, the relevant penalty shall
be decided by their hierarchical superiors, who must inform the Human Resources department of
their decision so that the penalty may be imposed.
- Where the persons purportedly responsible for the breach are Antolin employees, the relevant
penalty shall be decided by the head of their department or the hierarchical superior of their head
of department, who must then inform the Human Resources department so that the penalty may
be imposed.
As a result of its supervisory activities the Compliance department informs the Sustainability and
Corporate Governance Committee, the Audit Committee and the Board of Directors, at least annually and
exceptionally whenever necessary, of the complaints and claims received during the year, together with
the conclusions and necessary considerations, as part of the reviews of the Compliance Management
System.

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Measures to combat money laundering
Antolin’s Corporate Anti-Corruption Policy expressly includes a prohibition on any transactions involving
assets known to have derived from criminal activities, and sets in place internal anti-money laundering
procedures.
Considering all of the measures described above, the company also contributes to the identification of the
source and destination of funds to prevent the financing of criminal or terrorist activities or capital flight,
by means of the certification of the holders and source of bank accounts, and the establishment of the
financial controls envisaged in the System for Internal Control over Financial Reporting.

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IX. Society
Local roots to develop the global project
The future poses challenges across a number of fields, all of which lend the business a key role in
sustainable development. Antolin is seeking to identify and harness these challenges and opportunities in
order to create a prosperous environment in which everybody can thrive.
Being considered an essential partner at both an international and local level requires the forging of new
alliances and the strengthening of existing ones as part of the work towards building a sustainable business
model.
The 2030 Agenda and the way it cuts across the organisation in the form of goals and objectives is an
opportunity for Antolin to contribute to creating prosperous environments where it can deploy its
business project through internal commitment and external collaboration with the various links in the
value chain.
To mark the seventh anniversary of the Sustainable Development Goals, Antolin was once again involved
in the publication issued annually by the Spanish Network of the UN Global Compact: “SDG Year 7.
Innovation to achieve the 2030 Agenda: new sustainable business models”. Antolin’s Corporate
Innovation area attached a video to the document in which they explained how the company is
contributing to the achievement of sustainable mobility —with the aid of innovation and technological
development— through the implementation of action plans aimed at recycling and reusing materials, as
well as the use of natural materials.
In a global environment characterised by continuous change, where decisions and actions taken on one
side of the planet are capable of influencing life and people on the other, the responsibility for decisions
and action affecting customers, suppliers, investors and, of course, the entire team of professionals
making up the company takes on a particular importance.
Antolin’s legacy to society is undoubtedly built by the people that make up the company. This is a value
that defines the company and makes it unique. Its responsibility therefore lies in preserving this legacy
and expanding it in the future.
To that end, sustainability at Antolin is nurtured within the business and in its professionals, who share
the company’s vision. The principles that have marked Antolin's day-to-day activities are universal. They
have served to develop a specific business project where its values are part of an equation that today is
key to anticipating and responding to these environmental, social and economic challenges.
The Values Prize was therefore created as a way to recognise Antolin professionals and teams whose
attitude or work, either individually or in a group, embodies the values of the company. The fourth edition
of this prize, launched in the second four-month period of 2022, received 579 nominations and 94 finalists,
from whom 15 were chosen, five for each Antolin value. The prizes will be awarded at the Antolin 2023
Annual Conference in Burgos in the presence of nominees and winners alike.
Antolin’s contribution model helps to forge bonds between its activity and the economic, environmental
and social value of its immediate surroundings, thus responding to the main concerns of the communities
in which it operates. Forming part of its management structure, the company’s contribution model
describes how the company seeks to and can interact with the environment in which it operates with its
stakeholders to build an area of shared prosperity from a three-pronged economic, social and
environmental perspective. Its objective is to enrich, develop and share this model through collaboration,
contribution and innovation, maximising its impact on people and the planet.

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Smart and inclusive mobility, diversity and talent, and social and environmental development are the lines
of contribution defined by the company, for which work is ongoing in the following areas of action:
education and employability, innovation and entrepreneurship, sport, health and well-being.
Social initiatives make up a major part of the programmes, but they are not the only ones. There are many
initiatives carried out locally at each centre, differing in scope, which, together with others of a more
global and corporate nature, represent the values of the company in society.
Based on the real and joint consolidation of the actions and initiatives carried out annually in the field, the
commitment to our surrounding environment also includes the initiatives and collaboration projects
undertaken by the different business areas and territories, with the common objective of contributing to
the growth and development of society through business activity.

Policies and commitments


From a strategic perspective, Antolin's contribution to the development of society extends beyond the
corporate environment. The commitment to collaboration, cooperation and innovation as a driver of
economic, personal and social growth and development is aimed mainly at those countries in which the
company operates, with particular emphasis on the local community.

Internal reference framework


* See Appendix II for description of commitments and policies
 Vision and values
 Code of Ethics and Conduct: Donations and contributions
 Sustainable Business Model
 Sustainable contribution model
 Corporate Social Responsibility and Human Rights Policy
In terms of a sustainable contribution, due diligence policies and principles are applied to guarantee
comprehensive and transparent relations with people and entities, as well as the policies and guidelines
described in the chapter on corruption and bribery and anti-harassment in this non-financial information
statement set out below:
- Anti-corruption policy
- Gifts and hospitality policy
- Conflicts of interest policy
- Anti-harassment policy and protocol for preventing gender-based workplace harassment and
violence at work.
- Compliance guidelines: donations and contributions
- Compliance guidelines: Anti-corruption and bribery
External reference framework:
 United Nations Universal Declaration of Human Rights.
 The 2030 Agenda: Sustainable Development Goals 3, 4, 5, 7, 8, 9, 10 and 17.
 The Principles of the United Nations Global Compact. Principles 1 and 2.
 Guiding Principles on Business and Human Rights.
 Children’s Rights and Business Principles.
 Guidelines and Principles of the International Labour Organization. Conventions no. 111, 1958 and
155, 1981.
 Modern Slavery Act 2015.
 United Nations Convention against Corruption.
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 OECD Guidelines for Multinational Enterprises.
 OECD Due Diligence Guidance for Responsible Business Conduct.
 ISO 37001:2017, Anti-bribery management systems.
 UK Bribery Act 2010.

Commitment to sustainable development


From business responsibility to responsible business
In order to be a sustainable business Antolin goes beyond compliance with laws and regulations; it is
knowing, foreseeing and evaluating the performance of a company in its entirety. It analyses the impact
that the decisions and actions necessary to achieve its results as a company may have on people, its
economic growth and the environment.
When the organisation speaks of commitment, it speaks of an active and voluntary contribution to
sustainable development to strengthen the acceptance and approval of society to operate, innovate and
grow, turning challenges into business opportunities. It is looking beyond the company’s economic
purpose without losing sight of it, implementing actions aimed at transforming the social and
environmental impacts caused by the company in the environment in which it operates into positive
impacts. This is Antolin's way of doing things.
Fulfilling this commitment requires Antolin, through the performance of its activity, to listen to different
stakeholders and to get them involved in the company’s mission. This is achieved through communication
channels designed to foster dialogue with them both internally and externally.
A strong sense of purpose and a commitment to stakeholders enables Antolin to connect with different
stakeholders in order to adapt to what society requires at any given time. Only by joining forces can the
company generate innovative ideas that help it minimise the impact generated and emerge strengthened
as a team and as a company.

Creation of shared value


Sustainable contribution
From a position of legitimacy, credibility and strategic differentiation, Antolin is constantly working to
ensure an appropriate management of intangible aspects in order to secure the social licence required
from its stakeholders to operate. This is achieved by listening to them, liaising with them and forming
alliances.
When Antolin talks about contribution and society, the players are many and varied, mainly grouped into
regulatory bodies and society. In the case of the first group, communication is ongoing through the
channels made available by these bodies and, through participation in meetings, projects and specific
events.
When we talk about society in general, communication is fundamentally established with entities and
organisations in the academic, environmental, industrial and social realm and adapted based on the
content derived from specific commitments and the areas related to putting such commitment into
practice. Here, tools such as the corporate website, social networks, the annual report and specific content
reports are combined with participation in certain forums, projects, collaborations and publications, along
with direct in-person communication with leading players.
Priority is given to long-term contributions that are stable over time rather than one-off contributions,
although the latter are not necessarily ruled out. These one-off contributions are generally more local in

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nature and handled directly by each company. Nevertheless, they are consistently in keeping with the
lines and areas of action defined in the contribution model.
As a result, initiatives such as those set out below are testament to the importance of the contribution
activity over the course of the year, based on interaction between various company areas and the wider
community.
 A focus on open innovation, cooperation and knowledge transfer through the establishment of
an advantageous ecosystem of alliances with companies, start-ups and innovation centres in the
main markets in which the business operates. These initiatives contribute to SDG 9 (Industry,
innovation and infrastructure) and 17 (Partnerships for the goals).
Collaboration with various open innovation and entrepreneurship platforms in Spain: at a local
level through Polo Positivo in Burgos; at a regional level with Wolaria y CyL Hub, an initiative
promoted by the regional government of Castilla y León; and at a national level with Ennomotive
in Madrid, through which the company centralises its dealings with its international network.
Antolin has strengthened its collaboration with this last platform year after year in view of its
distinctly advanced engineering profile. The company has thus far launched 7 technology
challenges through its ANTOLIN i.JUMP programme.
Through the 2022 edition of this programme, Antolin launched a new technological challenge in
conjunction with Ennomotive. This partnership enabled it to design and validate an artificial
vision system to detect flaws in the leather used to upholster the internal components of high-
end automobiles, thus controlling final quality.
Antolin was also present at one of the most important open innovation events at a national
level, namely: the eighth edition of Startup Olé held in Salamanca. The stand became the focal
point for the constant exchange of ideas among start-ups, institutions, accelerators and
universities, a place where potential collaboration proposals in the open innovation field could
be studied and where the company’s employment opportunities could be showcased. The event
attracted in excess of 2,500 participants, 100 companies and 170 domestic and international
start-ups.
The Polo+ project is a noteworthy example of Antolin's commitment to entrepreneurship and
the development of industry in Burgos. With the aim of turning Burgos into an entrepreneurship
centre for technological development in the industrial sector, Polo+ supports the development
of innovative and sustainable domestic and international industrial projects or projects serving
industry, while generating wealth and sustainable employment.
This initiative emerged from a group of Burgos-based industries joining together to promote
economic growth in the city, supporting a new generation of entrepreneurs. They also aspire to
give back to Burgos the opportunity that it gave them in their day to become industrial leaders.
At the 2022 edition of “Industrial Challenge: Smart Management for Energy Performance
Enhancement”, an entrepreneur received an award for her Smart Energy APP solution, which is
aimed at optimising energy processes thanks to AI and the monitoring of quoted energy prices
in real time.
Internationally, the continuation of activities stemming from Plug & Play are also noteworthy.
This is the world’s largest open innovation platform in the mobility field. International
collaboration is based on three pillars:

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- Selecting suitable technical and commercial start-up proposals that attempt to solve
challenges that were predefined by Antolin.
- Conveying the innovation potential and technical capabilities of Antolin’s development
production teams through participation at over 20 global events, particularly in the United
States and Europe, but also in Japan and South Korea.
- Creating innovation action networks organised by Plug &Play in conjunction with Antolin
experts.
This collaboration has enabled Antolin to put technical challenges out there and to analyse the
solutions proposed by start-ups located in the world’s leading tech hubs (primarily Silicon Valley,
Canada and the United States), Stuttgart (Germany) and Israel. A total of 165 start-ups have
been proposed to Antolin’s experts and 44 face-to-face meetings have been held with those
selected.
Given Israel’s importance in the entrepreneurship world thanks to its cutting edge scientific and
technological developments, the company has placed particular emphasis on analysing solutions
emanating from this country. To that end in 2022 the company began to collaborate with
Cardumen Capital, a company specialising in channelling investment into technology coming
out of Israel.
Antolin’s results in the open innovation field are more than satisfactory. The support group set
up by the company has reported that the various platforms showcased over 500 companies and
tech solutions. After analysing them, around 80 companies were positively assessed as
businesses of major interest for potential joint projects going forward.
 Education and employability as a driver of creation and talent development and diversity, thanks
to the launch of programmes adapted to the current reality and the company’s strategy, offering
opportunities to talented individuals of all types. These initiatives contribute to SDG 8 (Decent work
and economic growth) and 17 (Partnerships for the goals).
• The Design Challenge Award tasks design students from schools and universities around to
the world to imagine what the future of automobile interiors will look like; a more advanced
technological and sustainable interior that offers users a unique travel experience. New
concepts pose fresh challenges in terms of car interior evolution, which are set to become
new future business opportunities. The Design Challenge Award offers students first hand
contact with a highly innovative industry through one of the world’s largest automobile
interior manufacturers. This is an industry that offers major professional opportunities
against the new mobility backdrop.
The winner of the latest edition of Antolin’s Design Challenge, which saw the participation of
over 300 people from 15 different countries, has since joined the Antolin team of
professionals to work on the new VIVAR concept car as part of the evolution of the winner’s
project, which will be presented in 2023. The concept car is a design project that attempts to
provide technological solutions that improve interior comfort, safety and satisfaction of the
end user in a consistently sustainable way. This is a reflection of Antolin’s respect for its roots,
while also driving forward its future vision.

• In 2022 Antolin joined the EMERGE Alliance (European Margins Engaging for Regional and
Global Empowerment), which is aimed at fostering deeper cross-border cooperation through
a model to implement and achieve systemic, structural and sustainable cooperation and to
create the e-Merge University of the future. Antolin is a turn-to example of university-

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business knowledge transfer, and a model of sustainable employment and dual university
training

• To mark World Cultural Diversity Day, Antolin organised a photography contest —open to
all employees— aimed at capturing images of people, places, products and moments that
embody the company’s diversity. The result was 124 photographs from 16 countries, the
winner being an employee from the United Kingdom. The prize money (Euros 3,500) was
donated to a social project chosen on the basis of criteria that is strategic (aligned with the
sustainable contribution strategy), geographic (present in the countries where Antolin
operates), transparent (in keeping with the requirements of the internal and external
reference frameworks) and economic (detailed information on the project, the destination
of the funds and their impact). Specifically, the sum was donated to the Worcestershire
Wildlife Trust, a local charity based in Worcestershire that works to protect the environment
and wildlife in this English county.
Other new initiatives that were ongoing in 2022 are also worthy of note:

• Dual professional training schools in Germany, Spain, the United States and Mexico, adapted
to local regulations and situations. These dual programmes follow a global pattern, including
cooperation with higher education institutions and technical centres, which provide the
theoretical knowledge. The initiative also involves various dual training centres both in Spain
-with one in Burgos- and abroad.
• Business internship programmes in conjunction with learning institutions and universities,
tied to job fairs and fora at a local level.
• Grants and contracts for research assistants from Fundación General de la UBU (University
of Burgos Foundation).
• The Tertiary Education Bursaries programme in South Africa, scholarships for young people
who would otherwise be unable to study without this aid.
• The First Lego League Challenge, which promotes science and technology among children
and young people, through the award of the Antolin Prize for FIRST Values.
• @50&50 #ChicasImparables, which aims to foster female leadership by developing the
abilities of young women and enabling them to discover new skills under the Young People
and Leadership Programme. Antolin sat on the judging panel of its third edition.
• IT Boot Camps to attract and develop young talent within the digitalisation and new
technology sphere. The programme is directed at STEM students at universities nationwide.
• The subcontracting of component assembly tasks in Spain to centres that employ people with
a disability.
• An outplacement service for professionals being made redundant by the company in order
to facilitate their reinsertion elsewhere in the labour market.
 Promotion of corporate activity in the fields of health and sustainability, which forms part of the
social angle of the company’s sustainable business model. These initiatives contribute to SDG 3
(Good health and well-being).
• The year 2022 was marked by reunions with family, colleagues and friends, with initiatives
such as the open door day at the Antolin plants, or the various meetings held to celebrates
various occasions such as International Women’s Day, World Children’s Day and World
Environment Day, among others. This is the case of GrupAtlon, which after two years of

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pandemic lockdown resumed activity. The focus was placed firmly on employees and families
at their Burgos HQ and plants, where an enjoyable sports day was organised.
This reunion also served to celebrate the twenty fifth anniversary of the Club Deportivo
Grupo Antolin (Grupo Antolin Sports Club) in which the children of Burgos employees
participate. During the 2021/22 season, while complying with all pertinent health measures,
the Club had 11 teams made up of a total of 150 players and a technical body.
GrupAtlon forms part of the initiatives of Club Deportivo Antolin enFORMA for the
promotion of healthy lifestyles among employees and their families, which is supplemented
by other activities over the course of the year such as paddle tennis, cycling, football and
running.

• “Together it is possible”. Running since 2012, this programme has featured various cancer
prevention campaigns in conjunction with various associations and entities involved in the
fight against this disease at the various centres worldwide. These include breast cancer
prevention and colon and prostate early detection and information campaigns in Brazil, Spain
and Mexico. As part of this programme, in 2022 Antolin joined the “We’re not all the same
when faced with cancer” campaign, organised by the Spanish Association against Cancer
(AEEC) to mark World Cancer Day. The company took this message on board and conveyed
it to all staff as part of the commitment undertaken through the “Solidarity in the company”
programme, which aims to reduce and control this disease through prevention methods.

• Antolin participated at the Forética Health and Sustainability Action Group, which is made
up of 17 large companies. At its third edition the group concentrated on the company’s
“health footprint” from a twin perspective (internal and external): the impact on employee
health, particularly their mental health; and the company’s contribution to the health of its
customers and consumers through its product and service offering.
• Awareness-raising campaign “To construct a positive health and safety culture: Let’s work
together”, to mark the World Day for Safety and Health at Work. A positive occupational
health and safety culture is one in which a company and its staff hold a safe and healthy
working environment in very high regard and actively cooperate to bring it to fruition.
• The “I look after myself” campaign in Mexico to raise awareness around the importance of
self-care and protection against and prevention of accidents. The entire workforce got
actively involved in this initiative.
• Involvement in local initiatives through the participation in various sporting events for social
and charitable purposes, which have a direct impact on surrounding communities.
 Social and environmental development in response to requirements and expectations, projects
developed by and for people, thanks to the involvement of others.

• In light of the emergency in Ukraine, Antolin, in conjunction with various associations and
institutions, made considerable efforts to offer humanitarian aid through its plants and
employees. The company made donations and launched various measures to support the
families of Ukrainian colleagues affected by the war, as well as to refugee centres. Contact
with the more than 700 Ukrainian members of staff at Antolin plants in Europe and their
families has been steadfast from the outset.
Basic necessities, such as medicines, personal hygiene products, food, and survival materials
were all shipped to the country. Thanks to the collaborative efforts of the head office team

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in Burgos, 1,400 kg of humanitarian aid was collected. Furthermore, the plants located in
Romania, Czech Republic, Poland, Slovakia and Hungary approved aid for the transportation,
accommodation and upkeep for workers and their families, as well as donations to local
refugee centres.
Antolin also provided support for its employees in Russia in view of the economic situation in
which the country is now immersed. The company is closely following the situation of around
160 employees at its Saint Petersburg and Nizhny Novgorod plants.
Antolin has also joined the international initiative launched through the "Give a Ukrainian a
job” Global Compact, which is led in Spain by Fundación CEOE’s “Companies for Ukraine”.
This acts as a recruitment source to advertise job offers aimed at Ukrainian refugees, thus
helping to fill the vacancies in the various countries where we are present.
These initiatives contribute to the 2030 Agenda and SDGs 10, 16 and 17.

• In 2022 Antolin renewed its annual collaboration with UNICEF and its traditional Christmas
contest for children “A drawing, a smile”. The children of Antolin employees’ took inspiration
from the company’s activity and the auto world generally to present their creations at this
28th edition of the initiative. In addition to becoming the company’s Christmas greeting in
various countries, the contest also involves a donation to UNICEF’s Emergency Fund, which
provides an immediate response to emergencies in which children, who are the most
vulnerable, need help.
This initiative contributes to SDG 3 (Good health and well-being), 10 (Reduced inequalities)
and 17 (Partnerships for the goals).
• Considered a social circular economy project, the Village Uplift Program continues to see
Antolin work in conjunction with Hand by Hand India to build self-sufficient communities
located close to the company’s corporate facilities. Launched in 2015 in India, it involves four
collaboration projects centred on the social, environmental and economic development of
local communities through various initiatives, which include: supporting medical attention,
empowerment of women, fostering quality education and the construction of infrastructure.
All the projects are based on the same strategy, albeit adapted to the needs and
requirements of each village. Antolin carries out supporting and monitoring tasks as the
projects are undertaken, thanks partly to the work carried out by volunteer teams from the
company’s centres located close to the villages. The latest programme (2021-2023) is focused
on Gujarat Village and Khoda Vasodara, which are close to Antolin’s facilities at Sanand.
Other noteworthy programmes:
- Recognition for the social work carried out by the company, such as that at its centres in
Saltillo (Mexico) by the Rotary Club, which actively and voluntarily contributed to the
development of the community thanks to its participation at various events and initiatives.
One such example is the “Taking flight towards freedom” programme for the reinsertion of
former female prison inmates, offering them a second opportunity.

- A major food collective drive for local food banks, both in person through volunteers and via
online donations.
- For a good cause. Christmas charity auction for employees at which gifts donated by suppliers
are auctioned off to staff. Proceeds raised in 2022 were donated to Food Bank related
programmes in Burgos.
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- Environmental volunteering in Spain, India and Mexico.
- Child protection initiatives. Europe, NAFTA and Mercosur
- Blood donation campaigns ahead of vacation periods to help increase stocks at blood banks
due to the increase of people on the roads.
Social action
Social is the term used to describe one of the lines of action making up Antolin's Sustainable Contribution
Model. Applied internationally, each company can be proactive in terms of adapting to the local needs
and requirements of each country or community, provided the initiatives are in keeping with the group’s
strategy.

Social contribution (€) 31.12.2021 31.12.2022


Total € 855,552.08 € 919,899.61
Asia and Africa € 338,929.11 € 196,521.00
Europe € 290,692.80 € 298,483.88
By geographical region
Mercosur € 2,943.66 € 11,402.13
NAFTA € 222,986.51 € 413,492.60
Donations and volunteer actions €382,498.01 € 495,293.56
By type of contribution Sponsorship and patronage € 464,991.98 € 369,219.05
Emergency response € 8,062.09 € 55,387.00
Per employee € 34.19 € 38.13
Note: The quantitative data is the result of the actions carried out by the companies within their local spheres of action in response to the main
concerns of their immediate environment, together with those with a broader scope of action linked to the company's strategy. They do not include
the investment made in training and innovation programmes that are included in different budget items of the areas responsible for their
management.

Associations
Grupo Antolin's leadership and its position as a benchmark in its environment is supported by fluid
institutional relationships with the different public stakeholders (governments, ministries, embassies,
investment and foreign trade promotion agencies, local entities) and private groups (industrial, business
and automotive associations). The company's global positioning lends institutional relations an
international character.
As an example of its positioning and to increase the external visibility of the company, Antolin openly,
actively and constructively collaborates with a wide range of Spanish and foreign institutions. Antolin also
participates in multiple initiatives and numerous public events around the world, where it shares its
experience, ideas and projects with enthusiasm and commitment.
Government relations and collaboration with public institutions in different areas are combined with the
alliances forged with private associations and organisations. Notable among the latter are the promotion
of the Antolin brand and the recognition of its performance in different sectors and areas of knowledge
at national and international level, such as:
Automotive: The company is represented on the board of directors of SERNAUTO and actively sits on a
number of its committees. SERNAUTO is the benchmark representative for the definition of Spanish
industrial strategy and acts as spokesperson that protects the interests of its member companies vis-à-vis
the authorities and public and private institutions at home and abroad.
At a global level, Antolin collaborates with more than 20 associations in the automotive sector, including
notably:
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 AFIA
 AMICA
 Automotive Industry Association of Czech Republic
 Automotive Industry Association of Slovakia
 FIEV
 Hungarian Automotive Association
 MICHauto
 Sindipeças
 VDA
Innovation: Antolin has entered into a collaboration agreement with the Massachusetts Institute of
Technology (MIT) as part of its Industrial Liaison Program (ILP). This collaborative relationship opens up
the MIT ecosystem to Antolin, enabling it to seek out synergies through disruptive technology and embark
upon joint projects thanks to the latest advances made by MIT’s research teams and associated start-ups.
The company is also notably a member of numerous innovation, technology and materials associations.
These include being a member of the Board of COTEC, a foundation that promotes innovation and
technological cooperation between companies with the aim of contributing to economic and social
development.
It is also a member of AMETIC (Multi-sector Association of Electronics, IT and Communications,
Telecommunications and Digital Content Companies), an association representing the digital technology
industry in Spain.
Antolin actively collaborates with bodies such as the IBV (Valencia Biomechanics Institute) and SERCOBE
(Spanish National Association of Manufacturers of Capital Goods) and is involved in initiatives such as the
Circular Plastic Alliance (CPA), which is seeking to achieve an EU recycled plastics market of 10 million
tonnes by 2025, and the Functional Print Cluster, the turn-to cluster in its field in Europe.
Family: Antolin also belongs to the Instituto de la Empresa Familiar [nstitute of Family Business], which
brings together leading family businesses in different sectors with the aim of promoting the generation of
wealth and job creation. It is one of the most relevant and influential representatives with the authorities,
institutions, the media and society.
Academic: Trustee of the Chair of Connected Industry ICAI, the Higher Technical School of Engineering
at Universidad Pontificia Comillas, which gives future professionals and engineers a view of the current
situation of the automotive industry and the needs and future challenges it faces. Technologies such as
the internet of things, artificial intelligence, robotics, virtual and augmented reality are, inter alia, part of
the transformation of the production processes of automotive companies. Antolin actively collaborates
with various universities in Spain and other countries in an array of fields, programmes and initiatives.
Business: Antolin is a member of the Spanish Chamber of Commerce, which contributes to driving Spanish
business, promoting its competitiveness and internationalisation. Active participation in multiple
committees enables the company to participate in the formulation of legislative proposals, advise public
authorities and foster relations with domestic and international institutions.
It is also a member of other organisations, such as:
 Club de Excelencia en Gestión [Excellence in Management Club]
 Círculo de Empresarios [Business Circle]
 AERCE (Spanish Purchasing, Procurement and Supplier Association)
Sustainability. Antolin is a founding partner of the UN Global Compact’s Spanish Network and has a chair
on its Steering Committee. Since 2004 the company has been committed to this corporate responsibility

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initiative launched through the UN’s Global Compact and its principles regarding human rights,
employment, the environment and the fight against corruption. It was awarded an Advanced rating in
2022 for the eleventh year running for its report on the progress made in terms of compliance with and
dissemination of the ten principles.
Coinciding with a visit to Spain by Sanda Ojiambo, Assistant Secretary-General and Head of the United
Nations Global Compact, Antolin had the opportunity to attend a private meeting and to participate at
the Ordinary General Assembly as part of its duties as an associate member.
Within the automotive sector and as a member of the Responsible Business Committee of the Spanish
Association of Automotive Suppliers (SERNAUTO), in 2022 the company began work to highlight the
sector’s contribution to the 2030 Agenda and to promote initiatives aimed at meeting the Sustainable
Development Goals.
Thanks to the work of the committee members, a niche has been created where experience and synergies
can be exchanged, as well as a set of tools to facilitate the reporting of companies in the sector.
Antolin is also a member of other important associations:
 Forética. Social cluster, transparency and good governance cluster and climate change cluster.
Working groups: Circular Economy and the Future of Sustainability. A new development in 2022
was the election of Antolin as a member of the Governing Board for the period 2023-2024. The new
Governing Board will take possession on 1 January 2023.
 RMI (Responsible Minerals Initiative).
 Spanish Compliance Association (ASCOM)
 Chair of Economic and Business Ethics at Universidad Pontificia Comillas.
Cultural. Antolin is a member of the Board of Trustees of Fundación Princesa de Asturias, which
contributes to commending and promoting those scientific, cultural and humanistic values that form part
of the common heritage of mankind.
To commemorate the placement of the first stone of Burgos Cathedral some 800 years ago, Antolin
entered into a collaboration agreement in 2018 with Fundación VIII Centenario de la Catedral de Burgos
to support the programme of cultural and social activities. These activities, launched to mark the
anniversary of the basilica, came to an end in 2022.
This, together with the other activities performed at local and regional level by the different companies,
demonstrates the need for collaboration and alliances between governments, the private sector and civil
society. It shows the need for cooperation built on principles and values and a shared vision and goals that
place people and the planet at the heart of Antolin. The company allocated €429,532 to collaborate with
associations in 2022.

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Responsible supply chain
2021 2022
Total number of active tier 1 suppliers (no.) 3,383 3,236
Number of active tier 1 direct material suppliers (no.) 2,792 2,674
Total amount invoiced by tier 1 suppliers (€k) 2,060,000 2,490,107
Amount invoiced by tier 1 direct material suppliers (€k) 1,937,000 2,292,046
Amount invoiced by local suppliers (€k) 1,000,198 1,206,700
Percentage of suppliers of products that contain conflict materials
98% 96%
with a declaration/certification of origin/compliant (%)
Number of suppliers of direct materials that have a relevant impact
453 430
on environmental, social and governance (ESG) matters (no.)
Number of suppliers of direct materials assessed for their ESG
performance (no.) 1,657 1,688
Percentage of suppliers of direct materials assessed under ESG
criteria (%) 59% 63.1%
Number of suppliers on the panel that have completed the ESG self-
1,829 1,987
assessment questionnaire over the past three years (no.)
Number of suppliers with self-assessment questionnaire answers
279 283
considered “High Risk” (Risk flags) (no.)
Percentage of production suppliers that have accepted the Supplier
78% 84%
Code of Ethics (%)
Responding to the challenges facing the industry and meeting customer expectations requires synergies
among the various stakeholders under a unified and agreed-upon model. To ensure success and safeguard
the future development of the business and the supply chain on which it depends, the company considers
it essential to form sustainable commercial relationships that add value, among other factors. Antolin’s
ambition and duty is to create, maintain and consolidate an efficient supply chain that enables it to
manufacture the products required by customers, while striking the best possible balance between cost,
quality, service and sustainability.
Antolin works alongside its supply chain to strengthen the positive impacts of its business and to foresee
and minimise adverse effects, all with a clear purpose: to foster sustained and sustainable growth of
society and to decarbonise mobility from a position of respect for and the upholding of human rights.
Keenly aware that the development of a responsible business rests upon sharing this ambition with its
suppliers, Antolin has set out requirements concerning the most critical aspects for responsible supply
chain management, all under the umbrella of its ESG goals:

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Framed within the ongoing process to continually improve the procurement function, the three objectives
above were practically achieved each year. In this regard, although the percentage of suppliers adhering
to the Code of Conduct increased significantly in 2020, it could not be met fully due to the emergence of
the COVID-19 pandemic.
For the company to attain these commitments, the creation of an efficient, sustainable and reliable
supplier network that shares the same goals is crucial. Extending the following objectives across the
supply chain is therefore fundamental:
 To be recognised as a responsible business
 To be carbon neutral
 To be a circular business
 To extend the commitments and objectives across the supply chain: to reach net zero emissions by
2050 at the latest throughout the supply chain.
As was the case for practically all companies, management of the Antolin supply chain in 2022 was stymied
by the difficulties caused by the semiconductor and raw material shortage in the wake of the Ukraine war,
alongside inflationary pressures. To minimise the impact of these factors, the company drew on various
levers, such as negotiations, global procurement processes, internalisation decisions and changes of
supplier. These elements, together with a focus on a centralised management of procurement, policies
and processes, and a motivated global team with proven experience, were key to overcoming these
challenges in what was a challenging year.
The Antolin procurement function has launched a STEP programme (Systematic Tracking of Exchanges in
Procurement) to transition, in three blocs, towards a more global and simpler organisation (Projects,
Commodities and Centre of Excellence) and has put in place a Value Capture team charged with seeking
out and implementing the cost-saving measures detected during the project. Also of note in 2022 is the
creation of two new teams tied to responsible management: Supply chain sustainability, charged with
applying the best sustainability practices in the procurement process; and Risk Management to monitor
market risks, implement a risk management system and to update the process to digitalise purchases.
Antolin’s responsible supply chain management system
Antolin's relationship with its supply chain is structured on the basis of a sustainable, robust and effective
management system, which is supported by:
 The Supplier Manual.
 Supplier Code of Conduct.
 A procurement platform as the optimum communication tool.
 Transparency channel.
 Supplier newsletter.
 Self-assessment questionnaire (SAQ).
 Risk management model.
 Training and qualifications.
 Sustainable procurement policy: review and integration of sustainability requirements in
purchasing procedures.
 Application of OECD due diligence for mineral supply chains in conflict-affected and high-risk
areas.
 Roadmap for the sustainable supply chain with ESG objectives (Environmental, Social and
Governance) that will enable the company to reach the goals set as part of its sustainable strategy.

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The aim of the Supplier Manual is to guarantee that suppliers meet the standards set by Antolin, thus
ensuring the full satisfaction of customers and stakeholders. The Manual establishes the requirements
and the modus operandi to be applied for the Antolin-supplier relationship. Acceptance of the document
by the supplier is a requisite to be qualified as "active" on the company's Suppliers Panel and to be eligible
to be nominated in future projects and/or services. Testament to its importance is the need for the
supplier to accept its terms twice: once during registration on the platform and again in the clauses of
each purchase order made by Antolin. The supplier must ensure that all the requirements described in
this document will be observed by itself and by its supply chain.
Antolin makes suppliers share its sustainability values, policies and processes through the Supplier Code
of Conduct. Therefore, their actions must be based on ethics, transparency and respect for fundamental
human, labour and environmental rights, including in this connection their own supply chain. The Supplier
Code of Conduct is part of Antolin's comprehensive sustainability policy and, therefore, determines the
company's supplier selection and purchasing strategy. Approval and application of the Code is mandatory
for all direct material and investment suppliers, which account for over 90% of Antolin’s total expenditure
on procurement. These requirements must also be extended to cover suppliers’ providers in their
respective supply chains.
This is a commitment not only to meet prevailing domestic and international legislation, but also to abide
by the Universal Declaration of Human Rights, the Conventions of the International Labour Organization
(ILO), the guidelines of the Organization for Economic Co-operation and Development (OECD) and the
principles enshrined in the United Nations Global Compact.
Should a supplier fail to meet the minimum standards set out in the Code of Conduct, Antolin reserves the
right to review the commercial relationship and apply corrective actions, in line with the associated
contractual terms and conditions. There were no suppliers in this situation at the 2022 year end.
To facilitate and improve communication between Antolin and its supply chain, the company has a
supplier portal on its procurement platform, the aim of which is to standardise and guarantee accessibility
to up-to-date information and to convey Antolin's requirements to its suppliers. This is achieved while
keeping the traditional communication channels open because people are important to suppliers and to
the company. The supplier newsletter is also relevant as it transmits the latest developments, objectives
and expectations to its supply chain.
Transparency channel
Antolin has a transparency channel available to its suppliers and employees via the company website and
described in chapter VII of this report. Complaints can be submitted to this channel via the website or its
P.O. box in the event of any conduct or act that contravenes the commitments and principles set out in
the Code of Conduct. The reporting person may identify themselves by means of their personal data upon
filing the complaint or may do so anonymously.
Monitoring of the supply chain
To ensure compliance with the defined ESG strategy the sustainable performance of Antolin’s suppliers
needs to be ascertained. In order to reach the goal of 90% of the direct material supply chain being
assessed under ESG criteria by 2026, the self-assessment questionnaire (hereinafter SAQ) allows the
company to monitor the supply chain status in terms of sustainability and, consequently, identify, measure
and manage the associated risks. Based on the responses to the questionnaire, overall supplier
performance is assessed in the main sustainability areas: working conditions and human rights, business
ethics, anti-corruption and bribery, environment, supply of raw materials, supplier management, security
and health, corporate social responsibility.
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The contents requested and assessed in the questionnaires follow the recommendations defined in the
practical principles proposed by original equipment manufacturers (OEMs), which are promoted by the
sector’s main sustainability initiatives worldwide: Drive Sustainability and Automotive Industry Action
Group (AIAG). These principles arise from the analysis of the elements identified as material for the
automotive sector on a social, ethical and environmental level. Antolin has the support of an external
service provider -Supplierassurance- to carry out the supplier assessment process. All the information and
documentation they provide is validated by them in order to guarantee the veracity and reliability of the
answers provided in the questionnaires.
The fact that the service provided by Supplierassurance and the assessment questionnaire are the same
as those used by customers representing around 75% of Antolin's sales is worthy of note, reflecting the
added value brought by being aligned with the expectations and needs of the sector.

The result of the SAQs answered and validated by Supplierassurance and Antolin is available to the
responsible buyers of each supplier on the procurement platform, within a section called Sustainability.
It should be highlighted at this point that the internal controls within the value chain -acceptance of the
Code of Conduct, technical visit to the supplier’s premises, acceptance of procurement terms, risk
monitoring, sustainability self-assessment questionnaire, due diligence, etc.- ensure appropriate
compliance of the chain at this first stage. This is then supplemented by fluid and ongoing dialogue and
the monitoring of developments and other controls that reinforce compliance. To support the foregoing,
third-party sustainability audits focus on suppliers whose activity is more exposed to non-compliance risks,
principally those associated with human rights.
Due to the source and working conditions associated with conflict minerals, smelters are the supply chain
link posing the greatest threat. Antolin therefore performs follow-up procedures on all suppliers that use
minerals sourced from conflict zones in their products. To that end, the company is supported by the
Responsible Mineral Initiative (RMI) which audits smelters and the facilities at factories that extract
minerals or other potential conflict materials.
As detailed in the “Human rights in the supply chain” section, thanks to the RMI database, the company
can identify smelters that have been sanctioned, those that are non-compliant or any other matters
brought to light during the audits. If one of the company’s suppliers uses a sanctioned smelter, due
diligence must be performed and, depending on the outcome, an action plan must be drawn up that
includes alternative smelters in Antolin’s supply chain. Unaudited smelters or those that fail to meet the
minimum RMI standards are considered unsuitable.
Risk management model
In 2022 a new risk early detection model was defined for Antolin’s entire supply chain. This new model
also serves to mitigate the risk of any problem that may come to light and to centralise information on
the company's procurement platform.
At year end 27 reinforcement due diligence procedures had been performed on suppliers suspected of
being a risk for Antolin, of which most (22 - 82%) present a low/medium/unqualified risk. As regards the
remaining suppliers (5 - 18%) the risk is mainly financial in nature and measures have been taken such as
finding alternative suppliers and/or working closely with them to eliminate this risk.

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Based on the results of the assessment, Antolin can identify the global ESG risks of its supply chain,
as well as those specific to each supplier. Using a detailed study of the data obtained, together with
the performance dashboards, an analysis is performed in a variety of contexts, the risk indicators
are defined and this is included as a criterion in supplier selection.
Survey on interruptions to the gas supply
In August 2022 Antolin launched a survey on gas supply interruptions. The purpose was to ascertain the
risk associated with the energy dependence of its suppliers in the event of potential supply interruptions
(mainly in Central Europe) and the use of renewable energies in the supply chain. Responses were received
from 26% of suppliers invited to take part (which was over 40% of total procurement expenses). The most
salient results were as follows:

• A figure of 13% of suppliers could disrupt the supply chain due to their dependence on gas. Antolin
is working with them to mitigate this risk.
• The remaining suppliers (87%) do not rely on Antolin and there is no risk of supply chain
interruptions owing to their gas dependence.
The procurement function is working closely with suppliers that did not respond to the survey, alongside
the supply chain risk management area.
Supplier training and qualifications
As part of its commitment to integrate sustainability into its entire value chain, in 2022 Antolin joined the
“Sustainable suppliers” training initiative. This programme, which has an international flavour, is run by
the Spanish Network of the Global Compact, in conjunction with the ICO Foundation and ICEX.
The purpose of this cutting-edge UN project is to provide training to SME firms supplying large companies
around the globe on specific sustainability areas, which are broken down into four main themes:
 An overview of sustainability
 Sustainable Development Goals
 The Ten Principles of the UN Global Compact
 Incentives and communication
To put the programme into motion, a group of Spanish multinational companies was chosen, which are
highly committed to sustainability and have global supply chains, Antolin among them.

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In addition to fostering responsible supply chain management through the training sessions, this
programme is also an opportunity for these multinational companies to compile relevant data on the
sustainability of their suppliers.
A total of 1,264 SME suppliers of Antolin were invited to take part in the first edition of this programme,
which runs from February to June 2023.

Confidentiality and transparency


Antolin has a non-disclosure agreement (NDA) to ensure the secure exchange of information between the
company and its suppliers. Compliance with this NDA is mandatory while the supplier is registered on
Antolin’s procurement platform. If the information to be shared with the supplier is considered strategic,
technological or deemed delicate (strategically, technologically or for whatever other reason) an
expanded NDA is activated to cover certain matters in greater depth.
In addition to confidentiality, transparency is vital to Antolin’s relationship with its supply chain. To that
end, the procurement platform is available publicly on the company’s website, accessible to all current
and future suppliers and interested third parties looking to consult the information available. The portal
includes:
 Purchase terms and conditions (by country)
 Supplier sustainability (which includes the Code of Conduct and the transparency channel)
 Conflict minerals
 EDI (electronic communication with suppliers to transmit information on logistics processes).
 Supplier portal
 Support (where suppliers can seek all manner of assistance)
 Data security (suppliers can consult the security policy and use the channels available to report any
data security issues)
Human rights in the supply chain
Antolin has a zero tolerance policy against human rights violations across its supply chain. In addition to
the company’s management model described in the Human Rights section of this non-financial
information statement, the importance of monitoring the risk of human rights violations linked to conflict
minerals should also be highlighted. Against a backdrop of increasingly stringent international legislation
-with the European Due Diligence Directive as trailblazer- for some time now Antolin has been applying
the continuous improvement principle and following the OECD due diligence guidance for responsible
supply chains of minerals from conflict-affected and high-risk areas.

• Publication of the updated and publicly accessible Conflict Minerals Policy.


• Appointment of the conflict minerals team, which is in charge of defining the objectives,
monitoring and managing the achievement of the objectives. This is a multicultural and
multidisciplinary team composed of representatives from the sustainability, procurement, sales
and global project engineering areas, all under the leadership of the sustainability area.
• The identification and assessment of the supply chain risks, as well as development of a system
that can address potential risks as they arise. In addition to the human rights violation risks
associated with conflict minerals which the company indirectly faces, in view of its position in the
supply chain, the direct risks to be managed are as follows:
o Non-application or inappropriate application of supply chain due diligence.
o The presentation of fraudulent information in the Conflict Minerals report.
• Identification of the suppliers that provide 3TG to Antolin in their products (tungsten, tantalum,
tin, gold in 2022, as well as cobalt and mica). Processes and mechanisms are applied to suppliers
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identified with 3TG in the parts they provide to Antolin, which enables the company to evaluate
whether or not they comply with the requirements in order to meet the objectives set and improve
performance in this connection.
• Membership of the Responsible Minerals Initiative (RMI), an alliance that promotes the inter-
sector Responsible Minerals Assurance Process (RMAP) and audits conflict mineral smelters.
In 2022 96% of the 178 suppliers identified as supplying products containing conflict minerals
correctly submitted their Conflict Mineral Reporting Template (CMRT), a percentage similar to that
reported in 2021. Of the 478 MRT mineral smelters present in the supply chain, 274 are eligible and
82 are being audited in accordance with Responsible Minerals Initiative (RMI) criteria to determine
whether they are compliant or not.
After monitoring the cobalt supply chain in 2021, the company now has a point of reference in
order to progress towards the goals set for the coming years. Responses were received from 46%
out of the total 145 suppliers identified as suppliers of products containing cobalt.
In view of broader legislative requirements and those of customers operating in the United States, Antolin
reports, as part of its procurement process, its degree of compliance with goals aimed at fostering
engagement with suppliers that are owned by social or economically disenfranchised or under
represented minority groups. As part of the company’s diversity, fairness and inclusion strategy, the team
in the United States participated —together with the Ford Supplier Diversity and Inclusion team— in the
Tier II WIN programme (Widening the Inclusion Network Program USA & the Michigan Minority Supplier
Development Council) to further diversity management in the supply chain. This 18-month programme
concluded in February 2022 and saw Antolin recognised by Ford for the positive work performed.

Consumers
Being geared towards and adapting to customer needs is key for Antolin in its untiring pursuit to support
its customers' brand strategy to improve quality and the end user experience.
The company's customers are the main automobile manufacturers (OEMs-Original Equipment
Manufacturers) worldwide and Antolin is recognised in the market as one of its main tier 1 suppliers.
Accordingly, the Company's relationship with vehicle users (end consumers) is indirect and is always
through the manufacturers themselves. Consequently, relationships with consumers are not a material
issue for Antolin.
To meet the technical specifications of such a diverse range of products supplied, Antolin is obliged to
collaborate with its customers in the early design phases, including tasks to select the materials, develop
the tooling and utensils, define the transformation process and even define the component’s technical
specifications.
By complying with the data specified by the manufacturer in the technical specification document, Antolin
helps to ensure the quality of the components it supplies. The company also helps OEMs to strengthen
aspects more directly related to matters that could affect safety (vehicle collision performance) or
onboard health (the susceptibility of certain materials to emit volatile compounds that could be
potentially toxic). These issues are generally regulated by strict international standards and testing
procedures, and many manufacturers even oversize these standards when applying them to components
supplied by third parties in order to protect their direct liability to end users.
Quality management at Antolin is carried out in accordance with its in-house Quality System, which
documents the requirements of international standards, as well as customer-specific and internal

99
requisites, thus ensuring excellence in the management of project activities and in the manufacture of
products, and guaranteeing the quality of the product and service rendered.
One of the main projects in 2022 in this field was the market research into the best systems to digitalise
activities, with a view to guaranteeing integrated quality assurance.
Another current priority is contributing to personal safety and making the automobile a space that ensures
comprehensive protection of the occupant’s health. In this vein, Antolin is working on systems to purify
the air and sterilise the interior surfaces on the vehicle.

Tax information
■ The profit or loss before taxes obtained country by country are shown below:

2021 2022
OECD countries -88,793,763 -214,706,765
Non-OECD countries 27,475,316 40,456,776
Total -61,318,447 -174,249,989
Note: Antolin posts pre-tax profit, which is disclosed and separated into OECD and non-OECD countries. Classification along those lines is important
in order to offer a true and fair view of Antolin’s situation, performance and trajectory, pursuant to EC Guidelines. The public-domain OECD
Economic Outlook reports and the above-mentioned classification for the purposes of disclosing financial results help users and stakeholders to
track Antolin’s performance.
The industry as a whole has had a very challenging 2022 as a result of the global economic fallout from the COVID-19 pandemic. The most relevant
impact in this regard has been the global supply chain disruption, coupled with inflationary pressures on raw materials and logistic costs. Given
the context in which we are immersed, characterised by excess capacity across the sector and competitive pressures in the value chain, moves to
consolidate the industry increased last year, and the market consensus is that this trend will continue over the coming years. Based on prudent
criteria, we consider that disclosing profit figures on a country-by-country basis could expose us to unwanted commercial and competition risks
given the transformation process underway across the industry and within the company itself.

■ Income tax paid (not accrued) is reflected in the following table:

Income Tax Payments 2021 Income Tax Payments 2022


Total € 13,845,274 € 23,428,045

■ Lastly, the public grants received were as follows:

Grants for operations 2021 Total € 4,053,994


Capital grants 2021 Total € 2,182,194

Grants for operations 2022 Total € 2,753,784


Capital grants 2022 Total € 446,887
Note: The movement in capital grants received is detailed in note 15 to the consolidated annual accounts. The amount of Euros 2,182 thousand
was received in 2021. The amount of operating grants received is included in note 20 to the consolidated annual accounts and totalled Euros 4,054
thousand in 2021.

100
Appendix I. Explanatory Notes
(1) Personnel management in figures: There are two reporting scopes:
Employment I: The scope of the data reported in this section encompasses all the plants in which Antolin
holds an investment, including equity-accounted companies. Therefore, with regard to the Company’s
total headcount, the figures in the “Employment I” section cover 100% of the workforce at both 31
December 2021 and 2022 in respect of the scope of the financial perimeter.
Employment II: The scope of the data reported in this section excludes the equity-accounted companies.
Therefore, with regard to the Company’s total headcount, the figures in the “Employment II” section cover
97.81% of the total workforce at 31 December 2021 and 100% of the total workforce at 31 December
2022, which is 100% in respect of the specific scope for the NFIS.
(2) Professional category: Criteria used in the calculation of the workforce that regularly provides services in
all the industrial companies and technical-sales offices for Antolin:
Direct labour - DL force: Workers that have been employed by an Antolin company over a period of time,
assigned to the production process, performing direct operations on the product, in accordance with an
established work method.
Indirect labour - IL force: Workers that have been employed by an Antolin company over a period of time,
who carry out support activities for the production process and are assigned to the Maintenance,
Logistics, Quality, Engineering and Production departments, according to table I.

Office Staff:
o Technical sales offices and headquarters staff: all employees of the technical sales offices and the Antolin-Irausa,
S.A.U. Group and Antolin-Ingeniería, S.A.U. Group are included.
o Factory staff: Workers that have been employed by an Antolin company over a period of time, who carry out
support activities of the production process according to table II.

101
(3) Professional category based on type of post assigned to each employee in the SAP system: managerial
profile, middle management and other personnel according to table III.

102
Appendix II. Antolin’s policies and commitments
POLICY/COMMITMENT CHAPTER DESCRIPTION

Social and personnel


Commitment to employees and stakeholders.
management
The Code of Ethics and Conduct supports, respects and promotes human rights
within its area of influence. This includes eliminating all forms of forced or coerced
Human rights
labour, eradicating child labour, and combatting the illegal smuggling, trading or
Code of Ethics and
trafficking of human beings.
Conduct
Antolin’s commitment: to prevent any form of corruption. Antolin carries out all
Corruption and bribery activities in accordance with the legislation in force in all the fields of action and all
the countries where it operates, in accordance with its spirit and purpose.
Donations and contributions. Any contribution, sponsorship or donation must
Society
follow company policy and must never be an incentive to purchase its products.
Supplier Code of Social and personnel Definition of the minimum standards of ethical and responsible conduct that must
Conduct management be observed by suppliers and subcontractors that participate in each purchasing
and manufacturing process and/or the supply of goods or services. Compliance
Human rights
with the Supplier Code of Conduct is essential and is a component of the supplier
Corruption and bribery selection and assessment processes. Antolin expects and encourages all suppliers
to replicate this code in their own supply chain.
Labour standards. Antolin defends freedom of association and the right to
collective bargaining, and the elimination of all forms of forced or coerced labour,
modern slavery and human trafficking; it respects prevailing legislation in each
country regarding working hours; its salary policies are in accordance with local
legislation, including minimum wage legislation, providing equal pay for equal
work; it advocates the eradication of child and youth labour and the abolition of
discriminatory practices in employment, and ensures an occupational health and
safety management system.
Diversity, fairness and inclusion. In all policies involving human resources
Social and personnel
management, Antolin considers diversity, fairness and inclusion a cross-cutting
management
factor that underpins all decisions taken in this area. Antolin establishes and
develops policies based on equal treatment and equal opportunity for men and
women, without direct or indirect discrimination on the basis of gender, race,
colour, language, religion, opinion, origin or any other personal or social condition
or circumstance.
Recruitment, selection and promotion of personnel. Antolin endeavours to ensure
that its recruitment, promotion and selection processes are ethical, fair and
Corporate Social
transparent, in accordance with international, regional and national legislation and
Responsibility and
standards of action.
Human Rights Policy
Antolin supports basic human rights, and avoids and reports involvement in
business, economic and industrial activities that abuse such rights.
It applies due diligence to identify, prevent, mitigate and remediate the possible
Human rights
impacts and negative effects of its activities on human rights, whether directly or
through its supply chain.
Antolin respects and promotes children’s rights within its sphere of influence.
• Support for international and local efforts to eliminate corruption and
financial crime, always complying with the prevailing money laundering laws
in any competent jurisdiction.
• Zero tolerance for any type of corruption (accepting or offering money in
exchange for undue commercial advantages), drawing up organisational
Corruption and bribery models to evaluate and ensure compliance with the Code of Ethics wherever
is advisable or so required by law.
• To carry out its business without breaching national or international laws on
trading, economic blockade and control of exports prevailing in the countries
where Antolin is present.
• To implement mechanisms that apply across the entire organisation, on the

103
control environment and the information and communication systems,
effectively eliminating the risk of material financial reporting errors.
• To facilitate the actions of people, bodies and inspection, auditing or
supervisory bodies.
• To strictly limit the company’s use of resources to support political causes or
campaigns.
• To make no payments or render any service to political parties, public officers
or candidates to such positions, administrative authorities or their employees,
even if such contributions are considered legal under the laws of the countries
where these payments could be made.
• To respect the right of every person to render services for any of the
companies forming part of the organisation, to carry out, in a private capacity,
political, religious or charitable activities, provided they are carried out outside
working hours, do not interfere with their professional activity and are not
done on behalf of the organisation, on its terms or using its resources.
• To ensure, using the appropriate management and control bodies, that the
information provides a true and fair view, particularly that the economic and
financial information reflects its economic, financial and equity position, in
accordance with generally accepted accounting principles.
• To compete vigorously and fairly in the market, complying fully with all
competition laws in the various territories in which it carries out its
commercial activities.
• To prohibit any form of economic activity, aid or mediation that serves to
provide financial or other support for the activities of terrorist elements or
groups.
Antolin’s commitment to a sustainable future is reflected in its international
expansion, which contributes to global economic and social development, working
on the impact of its activity on the environment, people and the society in which it
is present. Antolin is committed to universal values that govern the Group's
conduct in all its activities.
Antolin contributes directly and indirectly through its activity, products, technology
and services to the global and local development of the economy, society and the
Society environment of the communities where it is established.
Antolin may provide sponsorship, philanthropy or carry out social initiatives on its
own behalf or in association with third parties, provided it seeks out projects and
partners that contribute value to the company and/or its stakeholders and that it
applies the values and principles enshrined in this Code.
Antolin respects the rights of minorities, local communities and indigenous people,
having special regard for the presence of vulnerable groups when these or the land
they live on are affected.
Strategic objectives: Planet, People and Business.
Social and personnel
Value for the Planet:
management
 A carbon-neutral company
 A circular business model
Human rights
Value of People:
 Zero accidents. A safe and healthy working environment
Society  Diversity, fairness and inclusion, applied to talent
 Committed to a sustainable future
Business with added value
Corruption and bribery  A benchmark in ethics, integrity and compliance
 A responsible supply chain
Definition of the multi-disciplinary lines and programmes to promote the business
through the leadership, talent and experience of personnel. Four pillars:
Strategic Human
Social and personnel • Purpose and culture.
Resources and
management • Exceptional global talent.
Organisation Plan
• High-performance organisation.
• Flexible organisational model.

104
Recognition and integration of the multiple dimensions of diversity (age, gender,
origin, culture, sexual orientation, social origin, etc.) when managing work teams,
considering the people who make up the company in their various roles as a factor
Policy on diversity and Social and personnel that sets the company apart and enables it to grow.
equal opportunity management Commitment to establishing and developing policies based on equal treatment and
equal opportunity for men and women, without direct or indirect discrimination on
the basis of gender, race, colour, language, religion, opinion, origin or any other
personal or social condition or circumstance.
Procedure designed to prevent and adequately address situations or conducts that
Social and personnel
could amount to bullying, sexual harassment or gender harassment within the
management
workplace.
Corporate policy to prevent and adequately address harassment in the workplace.
The company will not tolerate any form of harassment, whether by customers or
suppliers or any business or professional associate. Furthermore, this policy should
Anti-harassment policy be used as an instrument for promoting awareness and for education, thereby
and protocol for preventing harassment in the workplace.
preventing gender-based In keeping with this commitment, Antolin has established a procedure and
workplace harassment Corruption and bribery proclaimed the following principles:
and violence at work • Any form of harassment is contrary to the dignity of individuals.
• Zero tolerance for any type of harassment.
• All types of harassment are strictly forbidden.
• The company protects victims of harassment.
• All employees, especially middle and upper management, have the obligation
to help ensure an adequate working environment where each employee feels
safe.
Well-being, Health and Commitment to the occupational health and safety of employees beyond mere
Social and personnel
Safety in the Workplace compliance with prevailing legislation, in order to protect, promote and optimise
management
Policy the safety, health and well-being of the people who form part of the organisation.
Regulation of social-labour conditions for personnel who are to be transferred to
Policy on geographical Social and personnel other Antolin companies for a period of time for organisational, technical,
mobility management production or career development reasons, drawing a distinction between short-
and long-term transfers.
Definition of the system followed for personnel management and to develop the
corporate social commitment of all Antolin companies: analysis of positions and
Personnel management Social and personnel profiles required; recruitment and selection; hiring and onboarding; professional
model management category; performance management; training and qualification; communication;
remuneration; motivation and work environment; offboarding; occupational
health and safety (management system).
Definition of the company’s knowledge management system so that the necessary
resources are available to personnel, as well as the information needed to use them
Key knowledge: knowledge that sets Antolin apart and is essential for achieving its
Knowledge management Social and personnel
business goals and contributing to the professional development of its people.
model management
General knowledge: any activity conducted by Antolin entailing several associated
items of knowledge which must be managed in order to bring them to the optimal
state required by the company.
Every year Antolin renews its commitment to applying the processes and
Modern Slavery and
mechanisms that prevent situations linked to slavery and human trafficking in its
Human Trafficking Human rights
operations and supply chain, no matter what the activity, size or geographical area.
Statement
The 2021 commitment was approved by the Board of Directors in 2022.
Commitment to the responsible supply of minerals and materials used in its
products, obtaining them only from companies that share its values regarding
working conditions, human rights, business ethics and environmental
Policy on conflict responsibility.
Human rights
minerals Commitment to identifying and eliminating risks of potential adverse impacts on
human rights in connection with the extraction, sale, handling and export of
minerals from high-risk and conflict-affected areas.
Antolin acknowledges its responsibility as a company to protect human rights and,

105
therefore, not contribute directly or indirectly through its activity to financing or
benefiting armed groups or conflicts.
The term “conflict minerals” refers to gold (Au) and the 3TGs, tantalum (Ta), tin (Sn)
and tungsten (W), regardless of the location or source of the minerals or metal
derivatives.
Roadmap that outlines the process for developing the organisation’s level of
2024 Compliance Master
Corruption and bribery maturity in terms of compliance where it is able to proactively identify any potential
Plan
risk and provide an appropriate response, significantly reducing its exposure.
The company’s commitment to establishing and implementing a cross-cutting
system that provides an adequate framework for defining, detecting and effectively
Corporate Compliance assessing the risks faced by Antolin in the event of a regulatory breach. A
Corruption and bribery
Policy requirement of the compliance management system which serves as a tool to
adopt a culture of compliance and respect for legislation through raising
awareness.
Zero tolerance of conducts that are likely to be considered acts of corruption, fraud
or bribery, whether in the public or the private domain. Consequently, Antolin
Anti-corruption Policy Corruption and bribery
undertakes to combat fraud and corruption in all their forms, including extortion
and bribery, and develop a series of specific policies on this issue.
Express prohibition to promise, offer, receive or grant, personally or through an
intermediary, to executives, directors, employees or collaborators of a commercial
Gifts and Hospitality undertaking or company, association, foundation or organisation, an unjustified
Corruption and bribery
Policy benefit or advantage of any nature that favours them or a third party over others,
breaching their obligations in the purchase or sale of merchandise, the contracting
of services or in commercial relationships.
Express declaration that ensures the absence of any conflict of interest in its
commercial and professional relationships. A conflict of interest is understood to
Conflicts of Interest be any situation where it could be understood that a personal interest or benefit of
Corruption and bribery
Policy an Antolin employee may influence their professional decisions in respect of
compliance with their obligations at the company, where this personal interest or
benefit is contrary to the company’s interests.
Indicative guidelines that describe what the purpose of a donation or contribution
Compliance guidelines:
by Antolin should be: to help its respective activity sector or support communities
donations and Corruption and bribery
and associations by providing project subsidies or sponsorship. It includes
contributions
recommendations and examples of actions.
Indicative guidelines that establish recommendations, warnings and conducts, by
Compliance guidelines:
way of illustration, that may contravene the commitments set out in the global
anti-corruption and Corruption and bribery
scope of the Code of Ethics and Conduct and specifically in the Anti-corruption
bribery
Policy.
Indicative guidelines that establish recommendations, warnings and conducts.
Identification of a series of general rules of use and prohibitions that are common
to all the company’s telematic tools, together with the particular and specific
Code of Online Conduct Corruption and bribery
conditions for each of them. These include reminders of the consequences of
improper use or abuse of these tools and the regulation of certain control
procedures.
The company’s principles and commitments in relation to personal data treatment
and protection in accordance with applicable data protection laws and internal
procedures.
The company is aware of the importance of privacy and personal data protection
in all the domains where it operates. Antolin is thus committed to the highest
Corporate Privacy Policy Corruption and bribery
ethical and data protection standards in its activities, reiterating the company's
commitment to uphold this policy in strict compliance with privacy regulations,
implementing programmes and procedures that will maintain the trust of
employees and stakeholders in how the company handles and respects their
privacy and data.
Establishment, implementation and management of due diligences that are
Due diligence procedure Corruption and bribery common for all Antolin employees, including people in exposed positions, as well
as for third parties.

106
The company is committed to ethical conduct and compliance with the law, based
on the values described in the Code of Ethics and Conduct that are mandatory for
its employees. Furthermore, in its links and/or associations with non-Group entities
or people, their conduct is required to be in line with those values.
From this perspective, knowing the conduct of those wishing to be associated with
the organisation is a minimum business precaution.
Due diligence procedures are key in any Compliance Management System as they
guarantee that the will of the organisation in enforcing its values is applied in its
relations with customers, suppliers and third parties in general (external) as well as
with employees or members of the organisation (internal).
Procedure for escalating, Principles and protocols to follow to ensure the immediate escalation of all serious
investigating and incidents or breaches which could have a significant impact on Antolin.
Corruption and bribery
remediating compliance
infringements
Framework for action to prevent any employee, collaborator or third party that
represents or trades with the company from engaging in anti-competitive practices,
effectively ensuring fair competition in those markets and territories where it
Anti-trust Policy Corruption and bribery
operates; promoting the establishment of a culture of compliance, safeguarding
our reputation and defending the values incorporated into its Code of Ethics and
Conduct.
A method of interaction with its stakeholders as a potential agent of change of the
Sustainable contribution environments in which it builds a space of shared prosperity from an economic,
Society
model social and environmental perspective based on ethics, transparency and
professionalism.
People Value, the key to success: Recognise their achievements: they all contribute
Social and personnel
to success, create an atmosphere of trust, be tolerant about mistakes, listen,
management
communicate, be transparent in your actions, work as a team.
Vision and values Family Spirit Value: be humble; act honestly; respect others and deal with issues
Corruption and bribery
fairly.
Contribution Value: contribution to the development of society: show your
Society
commitment to your environment; embody the company’s values in society.

107
Appendix III. Table of contents required under Law 11/2018

Table of contents required under Law 11/2018

Reporting criteria: Selected


Page or section of the report GRI
Information requested under Law 11/2018 Materiality
where this is addressed (latest version, except as
otherwise indicated)

GENERAL DISCLOSURES
Brief description of the business model, including the
Material II. Business model GRI 2-6 (2021)
business environment, the organisation and structure

II. Business model. Geographical GRI 2-1 (2021)


Markets served Material
diversification. GRI 2-6 (2021)
II. Business model. Strategy GRI 2-1 (2021)
Organisation’s objectives and strategies Material
management GRI 2-22 (2021)
II. Business model. Sector GRI 3-3 (2021)
Key factors and trends that could affect future performance Material
trends GRI 2-22 (2021)
I. About this report: Other
Reporting framework used Material GRI 1 (2021)
considerations of this report

I. About this report: 360º


analysis. Listening and GRI 3-1 (2021)
Materiality principle Material
understanding: materiality and GRI 3-2 (2021)
relevant issues

ENVIRONMENTAL ISSUES

Management approach: description and results of policies IV. Risk management model.
on these topics and the key risks in such connection with Material Value for the planet: GRI 3-3 (2021)
respect to the Group’s activities management approach

Detailed general information

Detailed information on the actual and foreseeable impacts IV. Risk management model.
of the company’s activities on the environment and, where Material Climate change risks on GRI 3-3 (2021)
applicable, health and safety Antolin’s activity

V. Environmental and energy


Environmental assessment or certification procedures Material management. Detailed general GRI 3-3 (2021)
information

V. Environmental and energy


Resources allocated to preventing environmental risks Material management. Detailed general GRI 3-3 (2021)
information

V. Environmental and energy


Application of the precautionary principle Material GRI 2-23 (2021)
management.

Amount of provisions and safeguards for environmental See note 24 to the annual
Material GRI 3-3 (2021)
risks accounts
Pollution
Measures to prevent, reduce or remedy emissions seriously
V. Environmental and energy
affecting the environment, factoring in any specific form of GRI 3-3 (2021)
Material management. Detailed general
atmospheric pollution of an activity, including noise and GRI 305-7
information
light pollution
Circular economy and waste prevention and management
GRI 306-1
Prevention, recycling and reuse measures, other methods of V. Environmental and energy
Material GRI 306-2
recovering and eliminating waste management. Circular economy
GRI 306-3 to 306-5
108
Table of contents required under Law 11/2018

Reporting criteria: Selected


Page or section of the report GRI
Information requested under Law 11/2018 Materiality
where this is addressed (latest version, except as
otherwise indicated)
and waste prevention and
management

I. About this report: Other GRI 3-3 (2021)


Actions to combat food waste Not material
considerations of this report GRI 306-4
Sustainable use of resources
V. Environmental and energy
Consumption of water and water supply in accordance with GRI 303-1 to 303-3
Material management. Environment in
local limitations GRI 303-5
figures
V. Environmental and energy GRI 301-1
Raw materials consumption and measures adopted to
Material management. Environment in GRI 301-2
enhance the efficiency of their use
figures GRI 301-3
V. Environmental and energy
GRI 302-1
Direct and indirect energy consumption Material management. Environment in
GRI 302-3
figures
V. Environmental and energy
management. Energy GRI 3-3 (2021)
Measures taken to improve energy efficiency Material
management: energy efficiency GRI 201-2
and renewable energy
V. Environmental and energy
management. Energy
Use of renewable energies Material GRI 302-1
management: energy efficiency
and renewable energy
Climate change
GRI 305-1
Greenhouse gas emissions generated as a result of the V. Environmental and energy
GRI 305-2
company’s activities, including the use of the goods and Material management. Environment in
GRI 305-3
services it produces figures
GRI 305-4
IV. Risk management model.
Climate change risks on
Measures in place to adapt to the consequences of climate GRI 3-3 (2021)
Material Antolin’s activity
change GRI 201-2
V. Environmental and energy
management.
V. Environmental and energy
Voluntary medium- and long-term greenhouse gas reduction management. Value for the GRI 3-3 (2021)
Material
targets and the measures set in place to this end planet and management GRI 305-5
approach
Protection of biodiversity
I. About this report: Other
considerations of this report
GRI 3-3 (2021)
Measures taken to preserve or restore biodiversity Not material V. Environmental and energy
GRI 304-3
management. Protection of
biodiversity
I. About this report: Other
considerations of this report V. GRI 3-3 (2021)
Impacts caused by activities or operations in protected areas Not material Environmental and energy GRI 304-1
management. Protection of GRI 304-2
biodiversity

SOCIAL AND PERSONNEL-RELATED ISSUES


VI. Social and personnel
Management approach: description and results of policies
management. Mobility in the
on these topics and the key risks in such connection with Material GRI 3-3 (2021)
future: transformation for
respect to the Group’s activities
people.

109
Table of contents required under Law 11/2018

Reporting criteria: Selected


Page or section of the report GRI
Information requested under Law 11/2018 Materiality
where this is addressed (latest version, except as
otherwise indicated)

Employment
VI. Social and personnel
Total number and distribution of employees by country,
Material management. Personnel GRI 405-1
gender, age and professional classification
management in figures
Total number and distribution of types of employment
VI. Social and personnel
contract, average annual number of permanent, temporary
Material management. Personnel GRI 2-7 (2021)
and part-time contracts by gender, age and professional
management in figures
classification
VI. Social and personnel
Number of dismissals by gender, age and professional GRI 3-3 (2021)
Material management. Personnel
classification GRI 401-1
management in figures
VI. Social and personnel
Average remuneration and trends, disaggregated by gender,
Material management. Personnel GRI 3-3 (2021)
age and professional classification or similar value
management in figures
VI. Social and personnel
Salary gap, remuneration of like positions or average GRI 3-3 (2021)
Material management. Personnel
remuneration in the company GRI 405-2
management in figures
Average remuneration of board members and management,
including variable remuneration, allowances, termination VI. Social and personnel
payments, payments into long-term savings schemes and Material management. Personnel GRI 3-3 (2021)
any other amounts received, on a disaggregated basis by management in figures
gender
VI. Social and personnel
Implementation of disconnection from work policies Material management. Organisation of GRI 3-3 (2021)
work
VI. Social and personnel
GRI 3-3 (2021)
Number of employees with a disability Material management. Personnel
GRI 405-1
management in figures
Organisation of work
VI. Social and personnel
Organisation of working time Material management. Organisation of GRI 3-3 (2021)
work
Mechanisms and procedures that the company has in place VI. Social and personnel
to promote the involvement of workers in its management, Material management. Organisation of GRI 3-3 (2021)
in terms of information, consultation and participation. work
VI. Social and personnel GRI 3-3 (2021)
Number of hours of absenteeism Material
management. Health and safety GRI 403-9
Measures aimed at facilitating a work-life balance and VI. Social and personnel
GRI 3-3 (2021)
encouraging sharing of responsibilities between both Material management. Organisation of
GRI 403-3
parents work
Health and safety
VI. Social and personnel GRI 3-3 (2021)
Occupational health and safety conditions Material
management. Health and safety GRI 403-1 to 403-8

Accidents in the workplace, in particular their frequency and


VI. Social and personnel GRI 403-9
severity, as well as occupational illnesses, disaggregated by Material
management. Health and safety GRI 403-10
gender
Labour relations
Organisation of social dialogue, including procedures for VI. Social and personnel
Material GRI 3-3 (2021)
notifying, consulting and negotiating with staff management. Labour relations
Mechanisms and procedures that the company has in place
VI. Social and personnel
to promote the involvement of workers in its management, Material GRI 3-3 (2021)
management. Labour relations
in terms of information, consultation and participation.

110
Table of contents required under Law 11/2018

Reporting criteria: Selected


Page or section of the report GRI
Information requested under Law 11/2018 Materiality
where this is addressed (latest version, except as
otherwise indicated)

Percentage of employees covered by collective bargaining VI. Social and personnel


Material GRI 2-30 (2021)
agreements, by country management. Labour relations

Assessment of collective bargaining agreements, particularly VI. Social and personnel GRI 3-3 (2021)
Material
in the field of occupational health and safety management. Labour relations GRI 403-4
Training
VI. Social and personnel
Training policies in place Material management. Training and GRI 404-2
development
VI. Social and personnel
GRI 3-3 (2021)
Total hours of training by professional category Material management. Training and
GRI 404-1
development
Universal accessibility
VI. Social and personnel
Universal accessibility for people with disabilities Material management. Corporate GRI 3-3 (2021)
diversity and equal opportunity.
Equality

Measures adopted to promote equal treatment and VI. Social and personnel
Material GRI 3-3 (2021)
opportunities for men and women management. Gender equality.

VI. Social and personnel


Equality plans, job stimulation measures, protocols against
Material management. Gender equality. GRI 3-3 (2021)
sexual harassment and gender bias
VII. Human rights.

VI. Social and personnel


Policies against all forms of discrimination and, as the case
Material management. Corporate GRI 3-3 (2021)
may be, diversity management
diversity and equal opportunity.

RESPECT FOR HUMAN RIGHTS

VII. Human rights. The root of


Management approach: description and results of policies
our decisions and actions. Public
on these topics and the key risks in such connection with Material GRI 3-3 (2021)
commitments in respect of
respect to the Group’s activities
human rights

Implementation of due diligence procedures

Implementation of due diligence procedures in relation to GRI 2-23 (2021)


VII. Human rights. Due diligence
human rights and prevention of risks of human rights abuses GRI 2-26 (2021)
Material process. Remediation
and, as the case may be, measures to mitigate, manage and GRI 410-1
mechanisms
redress any potential abuses committed GRI 412-1 to 412-3

VII. Human rights. Remediation GRI 3-3 (2021)


Reported human rights violations Material
mechanisms GRI 406-1 (2016)

Description of measures implemented to promote and


comply with the core conventions of the International VI. Social and personnel
management. Labour relations GRI 3-3 (2021)
Labour Organisation regarding respect for freedom of
GRI 407-1
association and the right to collective bargaining; the Material VII. Human rights. Public GRI 408-1
elimination of discrimination in employment and commitments in respect of GRI 409-1
occupation; the elimination of forced or compulsory labour; human rights
and the effective abolition of child labour

ANTI-CORRUPTION AND BRIBERY

111
Table of contents required under Law 11/2018

Reporting criteria: Selected


Page or section of the report GRI
Information requested under Law 11/2018 Materiality
where this is addressed (latest version, except as
otherwise indicated)
Management approach: description and results of policies VIII. Corruption and bribery.
on these topics and the key risks in such connection with Material Zero tolerance, risk areas and GRI 3-3 (2021)
respect to the Group’s activities management approach
GRI 3-3 (2021)
VIII. Corruption and bribery.
GRI 2-23 (2021)
Measures adopted to prevent corruption and bribery Material Measures adopted to prevent
GRI 2-26 (2021)
corruption and bribery
GRI 205-1 to 205-3

GRI 3-3 (2021)


VIII. Corruption and bribery.
GRI 2-23 (2021)
Measures to combat money laundering Material Measures to combat money
GRI 2-26 (2021)
laundering
GRI 205-1 to 205-3

GRI 2-28 (2021)


IX. Society. Sustainable
Contributions to foundations and non-profit organisations Material GRI 201-1
contribution
GRI 415-1

INFORMATION ABOUT THE COMPANY

Management approach: description and results of policies


IX. Society. Local roots to
on these topics and the key risks in such connection with Material GRI 3-3 (2021)
develop the global project
respect to the Group’s activities

Company commitments to sustainable development


GRI 3-3 (2021)
Impact of the Company’s activity on local employment and IX. Society. Commitment to
Material GRI 203-2
development sustainable development
GRI 204-1

GRI 3-3 (2021)


Impact of the company’s activity on local populations and IX. Society. Commitment to GRI 413-1
Material
the territory sustainable development GRI 413-2
GRI 411-1

Relationships with stakeholders in the local communities IX. Society. Creation of shared GRI 2-29 (2021)
Material
and types of dialogue with them value GRI 413-1

IX. Society. Creation of shared GRI 3-3 (2021)


Association and sponsorship actions Material
value GRI 201-1
Subcontractors and suppliers
Inclusion of social, gender equality and environmental IX. Society. Responsible supply
Material GRI 3-3 (2021)
concerns in the purchasing policy chain
GRI 2-6 (2021)
Consideration of social and environmental responsibility IX. Society. Responsible supply
Material GRI 308-1
concerns in relations with suppliers and sub-contractors chain
GRI 414-1
GRI 2-6 (2021)
IX. Society. Responsible supply
Oversight and audit systems and results thereof Material GRI 308-2
chain
GRI 414-2
Consumers
I. About this report: Other
GRI 3-3 (2021)
Consumer health and safety measures Not material considerations of this report
GRI 416-1
IX. Society. Consumers

112
Table of contents required under Law 11/2018

Reporting criteria: Selected


Page or section of the report GRI
Information requested under Law 11/2018 Materiality
where this is addressed (latest version, except as
otherwise indicated)

I. About this report: Other


GRI 3-3 (2021)
Claims systems, complaints received and their resolution Not material considerations of this report
GRI 418-1
IX. Society. Consumers
Tax information
GRI 3-3 (2021)
Profits earned on a country-by-country basis Material IX. Society. Tax information
GRI 207-4
GRI 3-3 (2021)
Tax paid on profits Material IX. Society. Tax information GRI 201-1
GRI 207-4

Public subsidies received Material IX. Society. Tax information GRI 201-4

113
KPMG Asesores, S.L.
P.º de la Castellana, 259 C
28046 Madrid

Independent Assurance Report on the Consolidated Non-


Financial Information Statement of Company, S.A. and
subsidiaries for 2022
(Translation from the original in Spanish. In case of discrepancy, the Spanish language version prevails.)

To the Shareholders of Grupo Antolin-Irausa, S.A.U.:

Pursuant to article 49 of the Spanish Code of Commerce, we have performed a limited assurance
review of the accompanying Consolidated Non-Financial Information Statement (hereinafter NFIS) of
Grupo Antolin-Irausa, S.A.U. (hereinafter the Parent) and subsidiaries (hereinafter the Group) for the
year ended 31 December 2022, which forms part of the accompanying consolidated Directors’
Report of Grupo Antolin-Irausa, S.A.U. for 2022.

Directors’ Responsibility __________________________________________________


The Directors of the Parent are responsible for the content and authorisation for issue of the NFIS
included in the Group’s consolidated Directors’ Report. The NFIS has been prepared in accordance
with prevailing mercantile legislation and selected Sustainability Reporting Standards of the Global
Reporting Initiative (GRI Standards) based on each subject area in the “Table of contents required
under Law 11/2018” table of the aforementioned consolidated (NFIS/ Directors’ Report).
This responsibility also encompasses the design, implementation and maintenance of internal
control deemed necessary to ensure that the NFIS is free from material misstatement, whether due
to fraud or error.
The Directors of the Parent are also responsible for defining, implementing, adapting and maintaining
the management systems from which the information required to prepare the NFIS was obtained.

Our Independence and Quality Control _____________________________________


We have complied with the independence and other ethical requirements of the International Code
of Ethics for Professional Accountants (including international independence standards) issued by
the International Ethics Standards Board for Accountants (IESBA), which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behaviour.
Our firm applies International Standard on Quality Control 1 (ISQC1) and accordingly maintains a
comprehensive system of quality control including documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.

KPMG Asesores S.L., a limited liability Spanish company and a member firm of the Reg. Mer Madrid, T. 14.972, F. 53, Sec. 8 , H. M -249.480, Inscrip. 1.ª
KPMG global organization of independent member firms affiliated with KPMG N.I.F. B-82498650
International Limited, a private English company limited by guarantee
Paseo de la Castellana, 259C – Torre de Cristal – 28046 Madrid
2
(Translation from the original in Spanish. In case of discrepancy, the Spanish language version prevails.)

The engagement team was comprised of professionals specialised in reviews of non-financial


information and, specifically, in information on economic, social and environmental performance.

Our Responsibility ________________________________________________________


Our responsibility is to express our conclusions in an independent limited assurance report based on
the work performed.
We conducted our review engagement in accordance with the requirements of the Revised
International Standard on Assurance Engagements 3000, “Assurance Engagements other than
Audits or Reviews of Historical Financial Information” (ISAE 3000 Revised), issued by the
International Auditing and Assurance Standards Board (IAASB) of the International Federation of
Accountants (IFAC), and with the guidelines for assurance engagements on the Non-Financial
Information Statement issued by the Spanish Institute of Registered Auditors (ICJCE).
The procedures performed in a limited assurance engagement vary in nature and timing from, and
are less in extent than for, a reasonable assurance engagement, and consequently, the level of
assurance provided is also lower.
Our work consisted of making inquiries of management, as well as of the different units and areas of
the Parent that participated in the preparation of the NFIS, reviewing the processes for compiling
and validating the information presented in the NFIS and applying certain analytical procedures and
sample review tests, which are described below:

– Meetings with the Parent’s personnel to gain an understanding of the business model, policies
and management approaches applied, the principal risks related to these matters and to obtain the
information necessary for the external review.
– Analysis of the scope, relevance and completeness of the content of the NFIS for 2022 based on
the materiality analysis performed by the Parent and described in the “Análisis 360⁰. Saber
escuchar y entender: materialidad y asuntos relevantes” section, considering the content required
by prevailing mercantile legislation.
– Analysis of the processes for compiling and validating the data presented in the NFIS for 2022.
– Review of the information relative to the risks, policies and management approaches applied in
relation to the material aspects presented in the NFIS for 2022.
– Corroboration, through sample testing, of the information relative to the content of the NFIS for
2022 and whether it has been adequately compiled based on data provided by the information
sources.
– Procurement of a representation letter from the Directors and management.
3
(Translation from the original in Spanish. In case of discrepancy, the Spanish language version prevails.)

Conclusion _______________________________________________________________
Based on the assurance procedures performed and the evidence obtained, nothing has come to our
attention that causes us to believe that the NFIS of Grupo Antolin-Irausa, S.A.U. and subsidiaries for
the year ended 31 December 2022 has not been prepared, in all material respects, in accordance
with prevailing mercantile legislation and selected GRI Standards based on each subject area in the
“Table of contents required under Law 11/2018” table of the aforementioned consolidated NFIS’
Report.

Use and Distribution ______________________________________________________


This report has been prepared in response to the requirement established in prevailing mercantile
legislation in Spain, and thus may not be suitable for other purposes and jurisdictions.

KPMG Asesores, S.L.

(Signed on original in Spanish)

Marta Contreras Hernández


21 April 2023

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