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Auditors’ report

We have audited the consolidated financial statements prepared by Franz Haniel & Cie. GmbH, Duisburg, comprising the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, together with the Group report of the Management Board for the financial year from 1 January to 31 December 2015. The preparation of the consolidated financial statements and the Group report of the Management Board in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU, and the additional requirements of German commercial law in accordance with section 315a (1) HGB (Handelsgesetzbuch – German Commercial Code), are the responsibility of the Company’s Management Board. Our responsibility is to express an opinion on the consolidated financial statements and on the Group report of the Management Board based on our audit.

We conducted our audit of the consolidated financial statements in accordance with section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW – Institute of Public Auditors in Germany). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the assets, liabilities, financial position, and profit or loss in the consolidated financial statements in conformity with the applicable financial reporting framework and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the Group report of the Management Board are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Company’s Management Board, as well as evaluating the overall presentation of the consolidated financial statements and the Group report of the Management Board. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion based on the findings of our audit the consolidated financial statements comply with the IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to section 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Group report of the Management Board is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development.

Essen, 4 March 2016

PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft

                      
Granderath
Wirtschaftsprüfer
(German Public Auditor)
Wienands
Wirtschaftsprüfer
(German Public Auditor)