28. Related parties

The Company has related party relationships with its shareholders, subsidiaries, joint venture in Japan and key management. Certain information and updates about the Company’s related parties is provided in this note.

Shareholders

The members of the Group Executive Board directly held 0.06% and indirectly held 0.05% of the Company’s shares as of December 31, 2024 (directly 0.09% and indirectly 0.06% as of December 31, 2023). The members of the Board of Directors directly held 0.10% and indirectly held 10.3% of the Company’s shares as of December 31, 2024 (directly 0.08% and indirectly 9.9% as of December 31, 2023).

Laurens Last (via CLIL Holding B.V., “CLIL”, subsequently renamed Clean Holding B.V) received 33.75 million shares in the Company as part of the consideration for Scholle IPN on June 1, 2022 and, with additional shares he has purchased in the open market indirectly held 10.0% of the Company’s shares as of December 31, 2024 (9.4% as of December 31, 2023) according to the disclosure notifications reported to the Company by Laurens Last. He also directly held blocked shares received as compensation for being a member of the Company’s Board of Directors (0.003% as of December 31, 2024 and 0.001% as of December 31, 2023). As of December 31, 2023, Laurens Last moreover held 1,073,430 option rights to receive registered shares of the Company that lapsed without conversion into registered shares of the Company. See also the section “Key management” below.

Key management

The Company’s key management includes the members of the Group Executive Board and the Board of Directors.

See note 4 for organizational changes in the Group Executive Board and the Board of Directors that took place in the year ended December 31, 2024.

The table below includes information about compensation to the Group Executive Board.

The termination benefits for the year ended December 31, 2023 relate to members of the Group Executive Board. The terminations have been reflected in the measurement of the amount recognized as a share-based payment expense, considering the good and bad leaver clauses in the share-based payment plans in which the former members of the Group Executive Board participated.

Compensation to the members of the Board of Directors totaled €2.7 million for the year ended December 31, 2024 (€2.4 million for the year ended December 31, 2023). The members of the Board of Directors receive part of their compensation in blocked shares.

Information about the participation of the members of the Group Executive Board and the Board of Directors in share-based payment plans and arrangements is included in note 30. Further information about compensation paid to the members of the Group Executive Board and the Board of Directors can be found in the Compensation Report included in the 2024 Annual Report. Details about these persons’ SIG shareholdings are included in the section “Shareholders” above and in the Compensation Report.

Other related parties

The Group’s subsidiaries are listed in note 27. Certain information about the Group’s joint venture is also included in note 27.

Related party transactions

The nature of the Company’s related party relationships, balances and transactions for the year ended December 31, 2024 has not changed compared with information disclosed in the consolidated financial statements for the year ended December 31, 2023.

On June 1, 2022, the Company acquired Scholle IPN from CLIL. CLIL is controlled by Laurens Last, who was elected to the Board of Directors on April 7, 2022. See note 32 for information about the contingent portion of the Group’s consideration for Scholle IPN.

There have been no significant transactions and there were no outstanding balances as of December 31, 2024 and December 31, 2023 relating to companies controlled or jointly controlled by Laurens Last, except for an outstanding tax-related payable of €1.6 million as of December 31, 2023. This payable was settled in the year ended December 31, 2024.

The Group had entered into a one-year transitional service agreement in relation to an entity controlled by Laurens Last that was not part of the acquisition of Scholle IPN. It was extended for a limited period regarding some of the services provided by SIG but was subsequently terminated in the year ended December 31, 2023. This agreement had no significant impact on the Group.

In the year ended December 31, 2024, the Group recognized revenue of €2.8 million for sales of goods and provision of services to its joint venture in Japan (€1.8 million in the year ended December 31, 2023). It had an outstanding trade receivable balance of €0.6 million relating to the joint venture as of December 31, 2024 (€0.8 million as of December 31, 2023).

In the year ended December 31, 2024, the Group acquired 14.99% of the non-controlling interest of one of the acquired Scholle IPN Indian entities on an arm’s length basis. In the year ended December 31, 2023, the Group acquired the 10% non-controlling interest of one of the other acquired Scholle IPN Indian entities on an arm’s length basis. See note 27.

There were no other significant related party transactions during the years ended December 31, 2024 and December 31, 2023.

As of December 31, 2024 and December 31, 2023, the Group had no commitments to incur capital expenditure with related parties.