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Report of the statutory auditor

to the General Meeting of SIG Combibloc Group AG Neuhausen am Rheinfall

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of SIG Combibloc Group AG and its subsidiaries (the Group), which comprise the consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2021, the consolidated statement of financial position as at 31 December 2021, the consolidated statement of changes in equity, the consolidated statement of cash flows, and notes to the consolidated financial statements for the year then ended, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2021 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards (IFRS) and comply with Swiss law.

Basis for opinion

We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISAs) and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” section of our report.

We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, as well as the International Code of Ethics for Professional Accountants (including International Independence Standards) of the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our audit approach

Overview

Our audit approach – Overview (illustration)

Overall Group materiality: EUR 20 million

We concluded full scope audit work at nine wholly owned Group companies in eight countries. Our audit scope addressed over 87% of the Group’s revenue and 86% of the Group’s assets. In addition, specified procedures were performed on a further six Group companies in four countries representing a further 2% of the Group’s assets.

As key audit matters the following areas of focus have been identified:

  • Acquisition of the remaining shares of the joint ventures in the Middle East
  • Recoverability of goodwill

Materiality

The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.

Overall Group materiality

 

EUR 20 million

Benchmark applied

 

Revenue

Rationale for the materiality benchmark applied

 

We chose revenue as the benchmark as, in our view, it is the most appropriate measure considering the Group’s current year’s result is impacted by effects from purchase price accounting, transaction and acquisition-related costs as well as restructuring costs. It is further a generally accepted benchmark.

We agreed with the Audit and Risk Committee that we would report to them misstatements above EUR 2 million identified during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.

Audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

At the end of 2021, the Group’s global operations are structured along the 4 segments, namely Europe, Middle East and Africa (“MEA”), Asia Pacific (“APAC”) and Americas.

We identified nine wholly owned Group companies in eight countries for which, in our opinion, a full scope audit was necessary because of their size or risk characteristics. For a further six Group companies in four countries, specified procedures on selected account balances were performed to increase audit comfort. In addition, on a rotational basis, we analysed the financial statements of selected Group Companies for significant or unusual developments. None of the Group companies excluded from our Group audit scope individually contributed more than 5% of the Group’s revenue. Audit procedures were also performed by the Group audit team over certain Group functions (including accounting for business combinations, taxation, treasury, certain employee benefits and litigation) and Group consolidation.

All relevant subsidiaries of the Group are audited by local PwC firms. To ensure sufficient and appropriate involvement of the Group auditor in the audit of the eight Group companies audited by our component auditors abroad, we held conference calls with the respective audit teams responsible for the audit during the different phases of the audit and also performed on a selective basis a review of their work-papers. We discussed risks identified and challenged the audit approach in response to the risks relevant to the respective components. Furthermore, we obtained a memorandum of examination from our component auditors and assessed the results and impact on the Group’s consolidated financial statements and challenged the component auditor’s conclusion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Acquisition of the remaining shares of the joint ventures in the Middle East

Key audit matter

 

How our audit addressed the key audit matter

On 25 February 2021, the Group acquired the remaining 50% of the shares of its two joint ventures in the Middle East (“the acquisition”) from the joint venture partner Al Obeikan Group for Investment Company CJS (“OIG”) for a consideration of €490.3 million. The fair value of the consideration transferred consisted of €167.0 million cash and 17,467,632 newly issued SIG ordinary shares with a fair value of €323.3 million at the time of closing.

The fair value of the pre-existing interest sold amounted to €230.9 million.

The acquisition resulted in the recognition of goodwill of €518.4 million and other intangible assets of €149.2 million. Furthermore, other income of €48.8 million representing the gain on the pre-existing interest in the joint ventures sold was recognised.

As of the acquisition date, all identifiable assets acquired, and liabilities assumed were recognised and measured at their fair value at that date.

The acquisition was deemed a key audit matter because the assumptions used by Management as part of the purchase price allocation, in particular the fair value determination of newly identified intangible assets, acquired assets and assumed liabilities and the pre-existing interest sold requireda significant level of judgement by Management.

Refer to Note 27 – Business Combination, Note 14 – Intangible assets and Note 5.4 – Critical accounting judgements, estimates and assumptions in the consolidated financial statements.

 

We audited whether the purchase price accounting was performed in accordance with the provisions of IFRS 3 “Business Combinations”.

We read the underlying purchase agreement and agreed the cash and shares payment to the underlying contracts.

 

  • We compared the fair value of newly identified intangible assets, acquired assets and assumed liabilities as outlined in the valuation report of Management’s external expert with the consolidated financial statements.
  • We assessed the qualification and independence of Management’s external expert to prepare the valuation report.
  • We have assessed the process of the identification of assets acquired and liabilities assumed through discussions with Management and its external expert as well as the expertise of our valuation experts.
  • With the involvement of our valuation experts, we further assessed the appropriateness of the valuation models applied as well as the technical and arithmetic correctness of the calculations in the valuation report.

 

We evaluated the reasonableness of the key assumptions determined by Management and its external expert in determining the fair value of the acquired business and the pre-existing interest sold.

 

  • We discussed the assumptions and valuation methods for the fair value adjustments on assets and liabilities purchased with Management, its external expert as well as the Audit and Risk Committee.
  • For newly identified intangible assets, we independently assessed the assumptions made and valuation methods used.
  • We assessed whether the individual parameters, specifically discount rate, long-term growth rate and control premium are within reasonable ranges.
  • We recalculated the fair value of the shares transferred at the time of closing
  • We corroborated management’s assumptions applied to derive the fair value of the pre-existing interest sold.

 

 

As a result of our procedures, we determined that the conclusions reached by Management with regards to the acquisition accounting is reasonable and supportable.

Recoverability of goodwill

Key audit matter

 

How our audit addressed the key audit matter

As per 31 December 2021, the carrying amount of Goodwill amounted to €2,128.1 million.

The recoverable amount of the cash-generating units is calculated on the basis of their value in use, applying discounted cash flow models.

The valuation of Goodwill is a key audit matter based on the magnitude of the balance and inherent judgement involved in determining the cashgenerating units for impairment testing. Additionally, the assumptions related to future cash flows and the determination of discount rates and long-term growth rates require a significant level of judgement by Management.

Refer to Note 14 – Intangible assets and Note 5.4 – Critical accounting judgements, estimates and assumptions in the consolidated financial statements.

 

We assessed whether the group of cash-generating units (CGUs) identified are the appropriate.

We further assessed whether the allocation of goodwill to the respective group of CGUs including the implication of the acquisition of the remaining shares of the joint ventures in the Middle East on the CGU determination is the appropriate basis for impairment testing.

With the involvement of our internal valuation experts, we assessed the methodology used to perform the impairment test in accordance with the provisions of IAS 36 and challenged and evaluated Management’s value in use calculation for each group of CGUs.

This included an assessment of the appropriateness of the model used, as well as challenging of the key assumptions made by Management.

 

  • We evaluated the reasonableness of the discount rates, as determined by Management, by assessing the cost of capital for the Group, as well as considering territory specific factors.
  • We challenged Management’s cash flow assumptions and sensitivity analyses applied to such cash flows based on other internal forward-looking documentation available and by benchmarking them against external market data for the industry and respective regions.
  • We evaluated the planning accuracy of Management’s forecast model by performing look- back procedures and ensured the consistency of Management’s cash flow assumptions by comparing it to the Group’s current 5-year business plan as approved by the Board of Directors.

 

 

We further performed independent sensitivity analyses around the key assumptions to ascertain the extent of change in those assumptions that either individually or collectively would be required for the goodwill to be impaired.

We also considered the market capitalisation of the Group in comparison to the carrying amount of its consolidated equity.

As a result of our procedures, we determined that the conclusions reached by Management with regards to the recoverability of the carrying amount of goodwill is reasonable and supportable.

Other information in the annual report

The Board of Directors is responsible for the other information in the annual report. The other information comprises all information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements and the remuneration report of SIG Combibloc Group AG and our auditor’s reports thereon.

Our opinion on the consolidated financial statements does not cover the other information in the annual report and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information in the annual report and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the consolidated financial statements

The Board of Directors is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is 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 Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements 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 Swiss law, ISAs and Swiss Auditing Standards 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 financial statements.

As part of an audit in accordance with Swiss law, ISAs and Swiss Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, 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.
  • Conclude on the appropriateness of the Board of 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 financial statements 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 financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • 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 financial statements. 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 Board of Directors or its relevant 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 Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Board of Directors or its relevant committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and 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 or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Bruno Rossi
Audit expert
Auditor in charge

Manuela Baldisweiler
Audit expert

Basel, 24 February 2022