Global Dominion Access S A : Consolidated Annual Accounts 2022

Global Dominion Access, S.A. and subsidiaries

Audit Report,

Consolidated Annual Accounts at 31 December 2022

and Management 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 2022, and the income statement, statement of comprehensive income, statement of changes in 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 2022, 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.com/es	1

R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290

Key audit matters

Goodwill Recovery

The Group's goodwill represents a substantial part of its assets and amounts to €357,4 million at 31 December 2022. As indicated in notes 2.7.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 primarily based on discounted future cash flow models relating to CGUs and require the application of judgement and significant assumptions regarding, among others, expectations of revenues, EBITDA over sales, projected growth rates and discount rates.

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.

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.

Global Dominion Access, S.A. and subsidiaries

How our audit addressed the key audit matter

Our auditing procedures included, among others, the following:

• Understanding the internal process and relevant controls 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.
• Assessing the suitability of the valuation models used, verifying that they are based on the plans and budgets that have been approved by management, and validating the key assumptions used by comparing them with available comparable data (historical results and industry margins).
• 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 in relation to the possible changes.
• Verifying the breakdowns included in the consolidated annual accounts pursuant 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.

2

Key audit matters

Revenue recognition on contracts corresponding to complex long-term projects in the 360º B2B Projects segment

The Group operates, in its 360º B2B projects segment, in specific circumstances, through complex long-term projects which may include different execution or performance obligations to be undertaken during different time periods (note 4.1 of the consolidated annual accounts).

As indicated in notes 2.22.b) and 4.1.c) of the consolidated annual accounts, the management recognised revenue from these contracts based on the percentage of completion or progress, based on the total costs incurred with respect to total estimated costs for the completion of contracts' performance obligations.

In 2022, the income recognised in relation to these contracts amounted to €270 million.

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 hypotheses 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.

Global Dominion Access, S.A. and subsidiaries

How our audit addressed the key audit matter

Our analysis mainly consisted of:

• 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 2022 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.

3

Key audit matters

Business Combinations

As specified in note 1.3 of the consolidated annual report, in December 2022, the Group has acquired control of BAS Projects Corporation, S.L., a company it previously held a 27% stake in and accounted for using the equity method.

The Group accounts for business combinations using the acquisition method, which calls for acquired assets and assumed liabilities to be identified on the acquisition date and subsequently recognised at their fair values on said date. If the combination is achieved in stages, the acquirer's previously held net worth interest in the acquiree is measured to fair value at the acquisition date through profit or loss for the financial year (note 2.2 of the consolidated annual financial report).

Accounting for these transactions is complex as it involves applying judgement and using estimates to identify and calculate the fair value of the acquired business (note 4.1.b) of the notes to the consolidated annual financial report).

Note 32 of the consolidated annual financial report provides details of the fair values of the net assets acquired and the goodwill resulting from the transaction.

This is crucial as it involves the management making significant judgements and estimates to identify and subsequently evaluate acquired assets and assumed liabilities. To this regard, as explained in note 32 of the consolidated annual financial report, calculating the aforementioned fair value is provisional, given that the 12-month period from acquisition established in IFRS 3 "Business Combinations" has not yet ended and, therefore, adjustments could be made to purchase price allocations in 2023 based on new information available.

Global Dominion Access, S.A. and subsidiaries

How our audit addressed the key audit matter

Our auditing procedures included, among others, the following:

• Evaluation and discussion with management of the process adopted to record the business combination.
• Evaluation in accordance with the capital extension of BAS Projects Corporation, S.L. which resulted in the control of this company being taken over by the Dominion Group.
• Obtaining the consolidated audited balance sheet for BAS Projects Corporation, S.L. and its subsidiaries that has served as the basis to identify acquired assets and assumed liabilities.
• Obtaining the evaluation models for the acquired business drawn up by management in its preliminary allocation of the purchase price and evaluation, with the participation of our evaluation experts, and also the method and key assumptions used to calculate the fair values of acquired assets and assumed liabilities.
• Reviewing the adjustments made to carrying amounts of the assets and liabilities of BAS Projects Corporation, S.L. and its subsidiaries for recognition at fair value and calculating the resulting goodwill.
• Assessing the adequacy of the information disclosed in the consolidated annual financial report with regards to this business combination.

Based on the procedures carried out, we believe that the accounting procedures the management followed for this transaction, and the breakdowns included in the consolidated annual report, are consistent with information currently available.

4