Global Dominion Access S A : Consolidated Annual Accounts 2023

Global Dominion Access, S.A. and subsidiaries

Audit Report,

Consolidated Annual Accounts at 31 December 2023

and Directors' Report

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

Independent auditor's report on the consolidated annual

accounts

To the shareholders of Global Dominion Access, S.A.

Report on the consolidated annual accounts

Opinion

We have audited the consolidated annual accounts of Global Dominion Access, S.A. (the Parent company) and its subsidiaries (the Group), which comprise the balance sheet as at

31 December 2023, and the profit or loss account, statement of comprehensive income, statement of changes to equity, cash flow statement and related notes, all consolidated, for the year then ended.

In our opinion, the accompanying consolidated annual accounts present fairly, in all material respects, the equity and financial position of the Group as at 31 December 2023, as well as its financial performance and cash flows, all consolidated, 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 legislation governing the audit practice 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 relating to independence, that are relevant to our audit of the consolidated annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our 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.

PricewaterhouseCoopers Auditores, S.L., Plaza de Euskadi, 5, 48009 Bilbao, España
Tel.: [phone], Fax: [phone], www.pwc.es	1

Registro Mercantil, Hoja M-63.988, folio 75, tomo 9.267, libro 8.054, sección 3ª

Inscrita en el R.O.A.C. con el número S0242 - NIF: B-79031290

Global Dominion Access, S.A. and subsidiaries

	Key audit matters		How our audit addressed the key audit matter

Goodwill Recovery

The Group's goodwill represents a substantial part of its assets and amounts to €362.6 million at 31 December 2023. As indicated in note 2.4.4.a) to the consolidated annual accounts, management conducts annual impairment analyses of goodwill by calculating the recoverable amount of the cash-generating units (CGUs) to which it is assigned.

These impairment tests are based primarily on discounted models of future cash flows at the CGU level and require the application of judgment and the use of significant assumptions regarding, among other aspects, sales expectations, EBITDA on sales, projection of growth indices and discount rates (note 4.1.a) to the consolidated annual accounts).

Details of the main assumptions made, and the results of impairment tests carried out by management are provided in note 7 to the consolidated annual accounts.

Our auditing procedures included, among others, the following:

• Understanding the internal process and relevant controls established by management that are in place for goodwill recoverability analysis.
• Considering the suitability of the allocation of assets, including goodwill, to CGUs and assessing whether the method used to calculate the recoverable amount is reasonable.
• Evaluating the adequacy of the valuation models used, verifying that they are based on the plans and budgets approved by management, and validating the key assumptions used, by contrasting them with available comparables, among others, historical results.

This matter is key as it involves the management making critical judgements and significant estimates regarding key assumptions used, which are subject to uncertainty, and the fact that significant future variations in these assumptions could have a significant impact on the Group's consolidated annual accounts.

• With regards to discount rates, working with our valuation experts, verifying that the method used to estimate them is suitable, and that the value of these rates lies within a reasonable range.
• Verifying the mathematical accuracy of the models prepared by management and comparing the calculated recoverable amount with the net book value of the assets.

• Verifying the reasonableness of the sensitivity analyses carried out, as well as the consistency of the variations in assumptions considered.
• Verifying the disclosures included in the consolidated annual accounts according to applicable regulations.

Based on our analyses and tests, we believe that the management's approach and conclusions, as well as the information disclosed in the consolidated annual accounts, are consistent with the evidence obtained.

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Global Dominion Access, S.A. and subsidiaries

	Key audit matters		How our audit addressed the key audit matter

Revenue recognition for contracts corresponding to complex long-term projects in the Projects 360 segment

The Group operates, in its 360 Projects segment, in certain circumstances, through contracts corresponding to complex long-term projects that may include different execution or compliance obligations to be developed in differentiated time periods (note 4.1.c) to the consolidated annual accounts) and that, as indicated in note 5 to the consolidated annual accounts, they present high margins.

As indicated in notes 2.4.19.b) and 4.1.c) to the consolidated annual accounts, management recognizes the income from these contracts according to the degree of completion or progress thereof, depending on the total costs incurred over the estimated totals for the performance of contract obligations.

In fiscal year 2023, the amount of income recorded in relation to these contracts has amounted to 85 million euros (note 24 to the consolidated annual accounts).

The accounting recognition of the revenue derived from these contracts requires the management to apply judgement and significant estimates both in the interpretation of the contracts and in the estimate of their costs and percentage of completion.

The assumptions made by the management when analysing these contracts, in the assumptions considered and in the estimates made, have a significant impact on the recognition of revenue in the consolidated annual accounts, therefore we consider this area a key matter in our audit.

Our analysis mainly consisted of:

• Obtaining and understanding the specific contract terms and conditions and checking the Group management's understanding of them.
• Understanding the requirements, responsibilities and compliance obligations assumed by the Group.
• Consideration of the contract price and its allocation for each performance obligation.
• Verifying the criteria followed to estimate the contract margins for each performance obligation and the percentage of completion used.
• Analysis of possible deviations, if appropriate, of work in progress for the main projects and their corresponding impacts on revenue recognition.
• Verifying the reasonability of the performance obligation fulfilment for all contracts relating to complex projects.
• For a sample of incurred costs, verifying the correct allocation to each project.
• Assessing the calculations performed to determine the level of completion of the work and verification of the accounting recognition of collection rights and revenue recognized in 2023 and accumulated at the end of the reporting period.

Based on the procedures carried out, we consider that the accounting criteria and the estimates and calculations made by the management are consistent with the evidence obtained.

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Global Dominion Access, S.A. and subsidiaries

Other information: Consolidated directors' report

Other information comprises only the consolidated directors' report for the 2023 financial year, the formulation of which is the responsibility of the Parent company's directors and does not form an integral part of the consolidated annual accounts.

Our audit opinion on the consolidated annual accounts does not cover the consolidated directors' report. Our responsibility regarding the consolidated directors' report, in accordance with legislation governing the audit practice, is to:

1. Verify only that the consolidated statement of non-financial information, certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as referred to in the Auditing Act, have been provided in the manner required by applicable legislation and, if not, we are obliged to disclose that fact.
2. Evaluate and report on the consistency between the rest of the information included in the consolidated directors' report and the consolidated annual accounts as a result of our knowledge of the Group obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of this part of the consolidated directors' report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact.

On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above has been provided in the manner required by applicable legislation and that the rest of the information contained in the consolidated directors' report is consistent with that contained in the consolidated annual accounts for the 2023 financial year, and its content and presentation are in accordance with applicable regulations.

Responsibility of the directors and the audit and compliance committee for the consolidated annual accounts

The Parent company's directors are responsible for the preparation of the accompanying consolidated annual accounts, such that they fairly present the consolidated equity, financial position and 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 the aforementioned directors 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 company'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 aforementioned directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Parent company's audit and compliance committee is responsible for overseeing the process of 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.

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Global Dominion Access, S.A. and subsidiaries

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice 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 legislation governing the audit practice in Spain, we exercise professional judgment 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.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent company's directors.
• Conclude on the appropriateness of the Parent company'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 fair presentation.
• Obtain sufficient and 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 Parent company's audit and compliance committee 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 company's audit and compliance committee with a statement that we have complied with relevant ethical requirements, including those relating to independence, and we communicate with the aforementioned those matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Parent company's audit and compliance committee, we determine those matters that were of most significance in the audit of the consolidated annual accounts of the current period and are therefore the key audit matters.

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Global Dominion Access, S.A. and subsidiaries

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

European single electronic format

We have examined the digital files of the European single electronic format (ESEF) of Global Dominion Access, S.A. and its subsidiaries for the 2023 financial year that comprise an XHTML file which includes the consolidated annual accounts for the financial year and XBRL files with tagging performed by the entity, which will form part of the annual financial report.

The directors of Global Dominion Access, S.A. are responsible for presenting the annual financial report for 2023 financial year in accordance with the formatting and markup requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the European Commission (hereinafter the ESEF Regulation). In this regard, the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration have been incorporated by reference in the consolidated

directors' report.

Our responsibility is to examine the digital files prepared by the Parent company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the consolidated annual accounts included in the aforementioned digital files completely agrees with that of the consolidated annual accounts that we have audited, and whether the format and markup of these accounts and of the aforementioned files has been affected, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital files examined completely agree with the audited consolidated annual accounts, and these are presented and have been marked up, in all material respects, in accordance with the requirements established in the ESEF Regulation.

Report to the audit and compliance committee of the Parent company

The opinion expressed in this report is consistent with the content of our additional report to the audit and compliance committee of the Parent company dated 27 February 2024.

Appointment period

The General Ordinary Shareholders' Meeting held on 12 July 2023 appointed us as auditors of the Group for a period of one year, for the year ended 31 December 2023.

Previously, we were appointed by resolution of the General Ordinary Shareholders' Meeting for an initial period and we have been auditing the accounts continuously since the year ended

31 December 1999.

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Global Dominion Access, S.A. and subsidiaries

Services provided

Services provided to the Group for services other than the audit of the accounts are disclosed in note 35.a) to the consolidated annual accounts.

PricewaterhouseCoopers Auditores, S.L. (S0242)

Original in Spanish signed by Antonio Velasco Dañobeitia (22286)

February 27, 2024

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GLOBAL DOMINION ACCESS, S.A. AND

SUBSIDIARIES

Consolidated Annual Financial

Statements and Consolidated Directors'

Report for the financial year ended 31

December 2023

GLOBAL DOMINION ACCESS, S.A. AND SUBSIDIARIES

TABLE OF CONTENTS OF THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET	3
CONSOLIDATED PROFIT AND LOSS ACCOUNTS	5
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT	6
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	7
CONSOLIDATED CASH FLOW STATEMENT	8
1. GENERAL INFORMATION	8
2. CRITERIA FOR DRAWING UP THESE ANNUAL FINANCIAL STATEMENTS	13
3. FINANCIAL RISK MANAGEMENT:	41
4. ACCOUNTING ESTIMATES AND JUDGEMENTS	56
5. SEGMENT FINANCIAL REPORTING	61
6. PROPERTY, PLANT AND EQUIPMENT	68
7. GOODWILL AND INTANGIBLE ASSETS	71
8. DERIVED FINANCIAL ASSETS	76
9. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD	77
10. LOANS AND RECEIVABLES AND OTHER ASSETS	79
11. INVENTORIES	82
12. CASH AND OTHER CASH EQUIVALENTS	82
13. CAPITAL AND SHARE PREMIUM	83
14. RETAINED EARNINGS	86
15. CUMULATIVE EXCHANGE DIFFERENCES	87
16. RESERVES IN CONSOLIDATED COMPANIES AND EFFECT OF FIRST CONVERSION	88
17. NON-CONTROLLING SHARES	88
18. BORROWINGS	90
19. TRADE AND OTHER PAYABLES	96
20. OTHER LIABILITIES	97
21. DEFERRED TAXES	99
22. OBLIGATIONS TO PERSONNEL	102
23. PROVISIONS	105
24. OPERATING INCOME	106
25. OTHER OPERATING EXPENSES	108
26. EMPLOYEE BENEFIT EXPENSES	108
27. FINANCIAL PROFIT (LOSS)	110
28. TAX SITUATION	110
29. EARNINGS PER SHARE	113
30. CASH GENERATED FROM OPERATIONS	114
31. COMMITMENTS, GUARANTEES AND OTHER INFORMATION	114
32. BUSINESS COMBINATIONS	115
33. RELATED PARTY TRANSACTIONS	120
34. JOINT OPERATIONS	123
35. OTHER INFORMATION	124
36. DISCONTINUED ACTIVITIES	125
37. SUBSEQUENT EVENTS	127

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