Recylex : Statutory Auditors’ report on the 2018 Consolidated Financial Statements

This is a translation into English of the statutory auditors' report on the consolidated financial statements of the Companyissued in French and it is provided solely for the convenience of English speaking users. This statutory auditors' report includes information required by European regulation and French law, suchas information about the appointment of the statutory auditors or verification of the information concerning the Group presented in the management report. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standa rds applicable in France.

STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

To the Recylex S.A. Annual General Meeting,

Disclaimer of opinion

In accordance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated financial statements of Recylex S.A. for the year ended December 31, 2018.

These financial statements were approved by the Board of Directors on June 12, 2020 on the basis of the information available at that date in the evolving context of the Covid-19 health crisis.

We do not express an opinion on whether the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as of December 31, 2018 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Due to thesignificance of the matters described in the section "Basis for disclaimer of opinion", we have not been able to obtainsufficient appropriate audit evidence to provide a basis for an audit opinion on the consolidated financial statements. This disclaimer of opinion is consistent with our report to the Audit Committee.

Basis for disclaimer of opinion

As disclosed in the notes to the consolidated financial statements ("Going concern" section of Note 2, "Accounting policies and application of IFRS", Section 32.5, "Liquidity risk" of Note 32, "Financial risk management" and Note 39, "Post-balancesheet events"), the Group's financial and operational difficulties, and in particular those met by the German sub-group and the Weser-Metall GmbH foundry, as well as the impacts of the Covid-19 global pandemic on metal prices and more specifically on the price of zinc, led these entities to:

• recognize that the ability to continue as a going concern was significantly impaired, as the new financing requirements generated by this situation could not be covered by their financial partners;

• file a request to open insolvency proceedings. This request was granted by the Göttingen German Court on May 20, 2020.

This procedure led to the immediate loss of control by the Group of its German subsidiaries and, therefore, theirdeconsolidation from that date. The Recylex Group is thus currently limited to its French businesses that is, Recylex S.A.'stwo used lead battery recycling plants, C2P S.A.S. and the 50% stake in Recytech S.A.

In this context, the Group reassessed its future outlook, which is based on a certain number of assumptions, items and ongoing actions, including:

• continuation of Weser-Metall GmbH's activity andof the supply of secondary materials by Recylex S.A to the Weser-Metall GmbH foundry (now outside the Recylex Group),

• changes in the commercial terms and conditions of secondary materials (processing costs), lead and zinc pricesand the €/USD exchange rate, as Recylex S.A.'s activity is highly sensitive to changes in these variables,

• changes in used lead battery volumes and purchase prices, as the commercial margin and cash generated by

  Recylex S.A.'s activity is heavily dependent on these variables,

• extension beyond October 31, 2020 of the deferral of the maturity date of the €16 million loan granted in 2014 by

  Glencore International AG, conditional on the continued supply by Recylex S.A. of secondary materials to Weser-Metall GmbH,

• suspension of interest on the €16 million loan granted by Glencore International AG for at least the next 12months, and adaptation of repayment and interest conditions in the mid-term,

• financial income and notably dividends received from Recytech S.A. (equity associate), whose results are highly sensitive to zinc prices,

• developments in ongoing legal procedures against Recylex S.A. and contingent liabilities (see Notes 1 and 38),

• temporary suspension of the payment plan for the European Commission fine and changes to the payment schedule tomake it compatible with Recylex S.A.'s new cash forecasts,

Recylex S.A.Société Anonymewith a share capital of 9.577.998,34 € | R.C.S. 542 097 704 Paris

Registered office: 6 place de la Madeleine | 75008 Paris | France

Administrative office: 79 rue Jean-Jacques Rousseau | 92158 Suresnes Cedex | France

T[phone] |F[phone] |[e-mail]

• acceptance by the competent authorities of the temporary stoppage of rehabilitation work at the Estaque site until December 31, 2021 and the deferral of the completion date thereof to December 31, 2024.

There are no indications allowing the attainment of the assumptions and items adopted or the outcome of ongoing actionsto be foreseen. A material uncertainty therefore exists, casting doubt on the Company's ability to continue as a going

concern. Should the assumptions and items adopted not be confirmed or the outcome of ongoing actions be unfavorable, the application of French accounting rules and methods in a normal context of going concern, notably for the assessment of assets and liabilities, could prove inappropriate.

Emphasis of matter

We draw your attention to Note 2, "Accounting policies and application of IFRS" to the consolidated financial statements,which details the impact of the first-time application of IFRS 9, "Financial instruments'" and IFRS 15, "Revenue from contracts with customers", standards adopted by the European Union and applicable for fiscal years beginning on or after

January 1, 2018.

Justification of Assessments - Main Audit Items

In accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we inform you that, given the disclaimer of opinion detailed above, we have no main audit items to bring to your attention relating to risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period, other than thosedetailed in the section "Basis for disclaimer of opinion".

Specific verifications

As required by law and regulations, we have also verified, in accordance with professional standards applicable in France, the information pertaining to the Group presented in the management report of the Board of Directors issued on June 12, 2020.

We have the same matters to report on the fair presentation and the consistency with the consolidated financial statements of the information given in the management report of the Board of Directors and in the other documents addressed to shareholders with respect to the financial position and the financial statements, as disclosed in the section

"Basis for disclaimer of opinion".

We attest that the consolidated non-financial performance statement required by Article L. 225-102-1 of the French Commercial Code (code de commerce) is included in the Group management report. Pursuant to Article L. 823-10 of this Code, we have not verified the fair presentation or consistency of the information contained in this statement with the consolidated financial statements, which must be the subject of a report by an independent third-party.

Report on Other Legal and Regulatory Requirements

Appointment of the Statutory Auditors

We were appointed as statutory auditors of Metaleurop S.A. (which became Recylex S.A. in 2007) by the Annual General Meeting of March 30, 2000 for Deloitte & Associés and of February 13, 1995 for KPMG S.A.

As of December 31, 2018, Deloitte & Associés and KPMG were in the 19thyear and 25thyear of total uninterrupted engagement, respectively, considering the successive terms of office between legal entities of the same network.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that arefree from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, Management is responsible for assessing the Company's ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basisof accounting unless it is expected to liquidate the Company or to cease operations.

The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and, where applicable, its internal audit, regarding the accounting and financial reportingprocedures.

The consolidated financial statements were approved by the Board of Directors.

Statutory Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our role is to conduct an audit in accordance with professional standards applicable in France and to issue a report on thefinancial statements.

We conducted our engagement in compliance with independence rules applicable to us, for the period from January 1, 2018 to the issue date of our report and in particular we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) no. 537/2014 or in the French Code of ethics for statutory auditors.

Furthermore, the non-audit services we provided during the year to your Company and the entities it controls that are not mentioned in the management report or the notes to the consolidated financial statements were as follows:

• Issue of an independent third-party report on the social, environmental and societal information stipulated in Article L.225-102-1 of the French Commercial Code (services rendered by KPMG),

• Issue of attestations on the accounting and financial information and provision of tax services authorized by local legislation (services rendered by Deloitte in Germany)

Report to the Audit Committee

We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the main audit items that we are required to describe in this report.

We also provide the Audit Committee with the declaration referred to in Article 6 of Regulation (EU) no. 537/2014, confirming our independence pursuant to the rules applicable in France as defined in particular by Articles L.822-10 to L.822-14 of the French Commercial Code and in the French Code of ethics for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and where applicable, the related safeguards.

Paris La Défense, June 15, 2020

The Statutory Auditors

KPMG Audit	Deloitte & Associés
Division of KPMG S.A.
Alexandra Saastamoinen	Laurent Odobez
Partner	Partner