Grifols S A : Group annual consolidated accounts, auditor's report and directors' report for the financial year 2023

Auditor's Report on Grifols, S.A. and Subsidiaries

(Together with the consolidated annual accounts and consolidated directors' report of Grifols, S.A. and subsidiaries for the year ended 31 December 2023)

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

KPMG Auditores, S.L. Torre Realia

Plaça d'Europa, 41-43

08908 L'Hospitalet de Llobregat (Barcelona)

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 shareholders of Grifols, S.A.

REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS

Opinion __________________________________________________________________

We have audited the consolidated annual accounts of Grifols, S.A. (the "Parent") and subsidiaries (together the "Group"), which comprise the consolidated balance sheet at 31 December 2023, 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 2023 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 KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Paseo de la Castellana, 259C 28046 Madrid

On the Spanish Official Register of Auditors ("ROAC") with No. S0702, and the Spanish Institute of Registered Auditors' list of companies with No. 10.

Reg. Mer Madrid, T. 11.961, F. 90, Sec. 8, H. M -188.007, Inscrip. 9 N.I.F. B-78510153

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(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.

Assessment of the impairment testing on goodwill of the Diagnostic cash-generating unit (CGU)

See notes 4 (g) and 6 to the consolidated annual accounts

Key audit matter

How the matter was addressed in our audit

Goodwill amounts to Euros 6,802,127 thousand at 31 December 2023, of which Euros 2,679,357 thousand is from the Diagnostic cash-generating unit (CGU). The Group calculates the recoverable amount of goodwill on a yearly basis, or more frequently, if there are indications of impairment.

We identify the assessment of the impairment testing on goodwill of the Diagnostic CGU as a key audit matter, as it required significant value judgements by the Directors to determine the recoverable amount in accordance with fair value less costs to sell, calculated using the discounted cash flow model. This model includes assumptions regarding future cash flows, the growth rate in perpetuity and discount rate, as well as the increase in sales for the Nucleic Acid Testing (NAT), Blood Typing Solutions (BTS) and Clinical Diagnostics (CDx) lines of business. Minor changes in these assumptions could give rise to a significant effect on the Group's calculation of the recoverable amount of goodwill.

The main procedures we performed to address this key audit matter were as follows:

• We evaluated the design and implementation and examined the operating effectiveness of certain internal controls relating to the process of assessing the impairment of goodwill, including controls related to the determination of the fair value less costs to sell of the Diagnostic CGU, as well as the determination of the assumptions for projected sales of the NAT, BTS and CDx lines of business, the growth rate in perpetuity and the discount rate.
• We involved our valuation specialists for the following procedures:
• • Evaluation of the growth rate in perpetuity corresponding to the Diagnostic CGU, comparing the consistency of the estimate with market data in the public domain relating to comparable entities.
  • Evaluation of the discount rate, comparing it with a range of discount rates calculated independently using market data in the public domain relating to comparable entities.
  • Analysis of the reasonableness of the discounted cash flows valuation methodology used to calculate the recoverable amount.

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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Assessment of the impairment testing on goodwill of the Diagnostic cash-generating unit (CGU)

See notes 4 (g) and 6 to the consolidated annual accounts

Key audit matter	How the matter was addressed in our audit
	- Evaluation of the reasonableness of sales
	projections from the NAT, BTS and CDx
	lines of business, examining the public data
	available on past experience of the
	performance of similar technologies and
	sector reports.
	- We queried the recoverable amount
	calculated using a sensitivity analysis
	regarding the assumptions on the
	projection for sales of the NAT, BTS and
	CDx lines of business, the growth rate in
	perpetuity and the discount rate, comparing
	the results with the recognised amount.
	- We evaluated the Group's capacity to
	calculate the cash flow projections,
	comparing historical projections with actual
	results and the business plans approved by
	the Group's governing bodies.
	- We assessed whether the disclosures in
	the consolidated annual accounts meet the
	requirements of the financial reporting
	framework applicable to the Group.

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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Agreement for the sale of a 20% stake in Shanghai RAAS

See notes 4 (t) and 12 to the consolidated annual accounts

Key audit matter	How the matter was addressed in our audit
On 29 December 2023, the Group reached an	The main procedures we performed to address
agreement with Haier Group Corporation	this key audit matter were as follows:
("Haier") for the sale of a 20% stake in the	- Obtaining and gaining an understanding of
associate Shanghai RAAS (SRAAS) for	the sale agreement signed with Haier on 29
Renminbi 12,500 million (approximately Euros	December 2023.
1,600 million), which includes certain future	- Assessing the judgements and estimates
commitments with the buyer, as detailed in	made by the Directors for the classification
note 12 to the accompanying consolidated	of the 20% stake in SRAAS as non-current
annual accounts.	assets held for sale.
The closing of the transaction is subject to	- Evaluating, based on confirmation received
certain normal conditions such as the relevant	by the Group's legal advisors, the
regulatory approvals and a buyer due diligence	understanding of the regulatory approvals
which, at the date the consolidated annual	required to complete the sale transaction
accounts were authorised for issue, has been	and the likelihood of it taking place in the
successfully concluded, as described in note 34	next 12 months.
on subsequent events.	- Checking that the agreed price of the
The Group has classified as non-current assets	shares, less costs to sell, is higher than the
held for sale at 31 December 2023 the portion	carrying amount of the stake at 31
of the interest held in SRAAS corresponding to	December 2023.
this agreement in an amount of Euros	Evaluating whether the disclosures in the
1,433,867 thousand, as there is a firm	consolidated annual accounts regarding the
commitment to sell this stake and it is	agreement reached and its main terms and
considered highly probable that the sale will be	conditions meet the requirements of the
financial reporting framework applicable to the
completed within the next 12 months.
Group.
Due to the relevance of the amount of the
transaction, as well as the judgements and
estimates made by the Directors for its
classification as non-current assets held for sale
and the assessment of the impacts of the
transaction, we have considered this a key
audit matter.

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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Emphasis of Matter_______________________________________________________

We draw attention to note 34 to the accompanying annual accounts, which indicates that as a result of the information published by Gotham City Research LLC in relation to the accounting and financial information of Grifols, S.A. and subsidiaries, the Spanish Securities and Exchange Commission (CNMV), in the exercise of its supervisory powers, has issued various requests for information from the Group, to which the Parent has responded. At the date of issue of our auditor's report, the CNMV has still not reached a conclusion on the information sent. Our opinion is not modified in respect of this matter.

Other Information: Consolidated Directors' Report__________________________

Other information solely comprises the 2023 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:Determine, solely, whether the consolidated non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.

1. Determine, solely, whether the consolidated non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.
2. 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.

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 2023, and that the content and presentation of the report are in accordance with applicable legislation.

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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

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 Parent's 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.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent's Directors.

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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

• 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 the Parent, 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

European Single Electronic Format ________________________________________

We have examined the digital files of Grifols, S.A. and its subsidiaries for 2023 in European Single Electronic Format (ESEF), which comprise the XHTML file that includes the consolidated annual accounts for the aforementioned year and the XBRL files tagged by the Company, which will form part of the annual financial report.

The Directors of Grifols, S.A. are responsible for the presentation of the 2023 annual financial report in accordance with the format and mark-up requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the "ESEF Regulation"). In this regard, they have incorporated the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration by means of a reference thereto in the consolidated directors' report.

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(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

Our responsibility consists of examining the digital files prepared by the Directors of the Parent, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the consolidated annual accounts included in the aforementioned digital files fully corresponds to the consolidated annual accounts we have audited, and whether the consolidated annual accounts and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.

In our opinion, the digital files examined fully correspond to the audited consolidated annual accounts, and these are presented and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.

Additional Report to the Audit Committee of the Parent ____________________

The opinion expressed in this report is consistent with our additional report to the Parent's audit committee dated 7 March 2024.

Contract Period __________________________________________________________

We were appointed as auditor of the Group by the shareholders at the ordinary general meeting on 16 June 2023 for a period of one year, for the year ended 31 December 2023.

Previously, we had been appointed for a period of one year, by consensus of the shareholders at their general meeting of 10 June 2022, and have been auditing the annual accounts since the year ended 31 July 1990.

KPMG Auditores, S.L.

On the Spanish Official Register of

Auditors ("ROAC") with No. S0702

(Signed on original in Spanish)

Josep Salvador Martínez

On the Spanish Official Register of Auditors ("ROAC") with No. 20165 7 March 2024

GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Annual Accounts

31 December 2023 and 2022

SUMMARY

(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)

• Consolidated financial statements
• • Consolidated Balance Sheets
  • Consolidated Statements of Profit and Loss
  • Consolidated Statements of Comprehensive Income
  • Consolidated Statements of Cash Flows
  • Statements of Changes in Consolidated Equity
• Notes

1. Nature, Principal Activities and Subsidiaries
2. Basis of Presentation
3. Business Combinations and Sales
4. Significant Accounting Policies
5. Segment Reporting
6. Goodwill
7. Other Intangible Assets
8. Leases
9. Property, Plant and Equipment
10. Equity-AccountedInvestees and Joint Business
11. Financial Assets
12. Non-currentassets held for sale
13. Inventories
14. Contract assets
15. Trade and Other Receivables
16. Cash and Cash Equivalents
17. Equity
18. Earnings per Share
19. Non-ControllingInterests
20. Provisions
21. Financial Liabilities
22. Trade and Other Payables
23. Other Current Liabilities
24. Net Revenues
25. Personnel Expenses
26. Expenses by Nature
27. Finance Result
28. Taxation
29. Other Commitments with Third Parties and Other Contingent Liabilities
30. Financial Instruments
31. Balances and Transactions with Related Parties
32. Environmental Information
33. Other Information
34. Subsequent events