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 are provided in this note.

Shareholders

The members of the Group Executive Board directly held 0.02% and indirectly held 0.03% of the Company’s shares as of December 31, 2025 (directly 0.06% and indirectly 0.05% as of December 31, 2024). The members of the Board of Directors directly held 0.13% of the Company’s shares as of December 31, 2025 (directly 0.10% and indirectly 10.3% as of December 31, 2024).

Laurens Last (via CLIL Holding B.V., subsequently renamed Clean Holding B.V) received 33.75 million shares in the Company as part of the consideration for Scholle IPN in 2022. Laurens Last was a related party to the Company via his representation on the Company’s Board of Directors until the Annual General Meeting on April 8, 2025, when he did not stand for re-election. Accordingly, the ownership percentages as of December 31, 2025 in the section above do not include his shareholding in the Company as of that date.

Laurens Last indirectly held 10.0% of the Company’s shares as of December 31, 2024 according to the disclosure notifications reported to the Company by Laurens Last. As of December 31, 2024, he also directly held blocked shares received as compensation for being a member of the Company’s Board of Directors (0.003%). He received an insignificant number of blocked shares as compensation for his time as a member of the Board of Directors in 2025.

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, 2025.

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

The termination benefits for the year ended December 31, 2025 relate to the former Chief Executive Officer. The termination has 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 Chief Executive Officer participated.

Compensation to the members of the Board of Directors totaled €2.7 million for the year ended December 31, 2025 (€2.7 million for the year ended December 31, 2024). 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 2025 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, 2025 has not changed compared with information disclosed in the consolidated financial statements for the year ended December 31, 2024 except for the Company’s relation with Laurens Last (see section “Shareholders” above).

Note 32 includes information about the contingent portion of the consideration for Scholle IPN. There were no significant transactions and there were no outstanding balances as of December 31, 2024 relating to companies controlled or jointly controlled by Laurens Last.

In the year ended December 31, 2025, the Group recognized revenue of €8.2 million for sales of goods and provision of services to its joint venture in Japan (€2.8 million in the year ended December 31, 2024). It had an outstanding trade receivable balance of €1.6 million relating to the joint venture as of December 31, 2025 (€0.6 million as of December 31, 2024).

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. See note 27.

There were no other significant related party transactions during the years ended December 31, 2025 and December 31, 2024.

As of December 31, 2025 and December 31, 2024, the Group had no commitments to incur capital expenditure with related parties.