The Directors present the strategic report on the affairs of Cube Transportation Europe Midco Limited (the Company) for the year ended 31 December 2025.

The Directors, in preparing this strategic report, have complied with s414C of the Companies Act 2006.

Cube Transportation Europe Midco Limited (the "Company") continues to be that of an investment entity (note 3). The Directors are satisfied with the position and performance of the Company.

The results for the financial year are set out on page 10.

The Company generated a pre-tax loss of €93,992,970 (2024: profit of €148,647,617). Net assets at 31 December 2025 stood at €1,896,318,995 (2024: €1,990,311,965).

Under the Companies Act 20026 (CA 2006), the Directors of the Company must act in accordance with a set of general duties. These duties are detailed in section 172 of the Companies Act 2006 which is summarised below:

The Directors must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

• The likely consequence of any decisions in the long-term;

• The need to foster the Company’s business relationships with suppliers, customers and others;

• The desirability of the Company to maintain a reputation for high standards of business conduct; and

• The need to act fairly as between shareholders and the Company.

• The impact of the Company's operations on the community and the environment; and

• The interest of the Company's employees

The following paragraphs summarise how the Directors fulfill their duties:

The Company, through its investment is exposed to diverse risks, and as such considers the wider global economic environment as its principal risk. The Directors, through assessing the company’s performance constantly assess this risk. Details of the Company’s principal risks are contained within the strategic report.

As the company is an investment entity in nature the Directors consider that its key stakeholder is Cube Transportation Europe Holdco Limited, the company's shareholder.

The company maintains close relations with its shareholders due to their membership of the wider organisational group. The directors also make themselves available for meetings and interactions with key stakeholders.

The Directors’ principal decision during the year was determining the payment of dividends to its shareholders, in accordance with their best interests. The directors assess the distributable reserves of the company and its cashflow position when making this decision.

The Company also recognises the importance of the stakeholders and engagement activities of its subsidiary company Cube Transportation Europe Bidco Limited and the key management decisions of the company can be seen in its respective financial statements.

Key Performance Indicators ("KPI")

The Company's primary role is an investment entity. As such, movements in the fair value of its investment in subsidiary constitute its main KPI. During the year the Company recorded a revaluation loss of €93,974,881 on its investment in subsidiary (2024: revaluation gain of €53,502,027).

Future Developments

The Company will continue to operate as an investment entity in the future.

Financial Instruments

The Company's principal financial asset is its bank balance and trade and other receivables. The Company has no significant credit risk. The credit risk on liquid assets is limited because the counterparties are banks with high credit ratings assigned by international ratings agencies.

The Company's principal financial liabilities are trade and other payables and interest bearing loans and borrowings.

Principal Risks and Uncertainties

The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes. Set out below are the principal risks associated with the Company's activities as an investment entity together with the policies agreed by the Board for their management.

Financial risk

Financial risk arises through the Company's holdings in financial assets and financial liabilities. The key financial risk is that proceeds from financial assets are insufficient to fund obligations arising from distributions to its shareholders as they fall due. The most important components of financial risk are: interest rate risk; foreign currency risk; and liquidity risk.

Risk amounts are monitored to ensure these are maintained within permissible ranges based on the Company's economic capital model and are reported to the Board of Directors.

Interest rate risk                                            

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is related to the underlying valuation of equity investment.

Management does not believe the Company is any more exposed to financial statement risk factors than others in the industry and has a system of internal controls and procedures that are designed to mitigate such risks.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company's policy and approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the reputation of the Company.

Foreign currency risk                                        

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to an immaterial level of currency risk as all of the Company's financial assets and liabilities are denominated in Euro.

Risk from environmental matters

Environmental risks are the risks that the effects of climate change or environmental factors will have on the operations and cash flows of the Company.

Management does not believe that the Company is any more exposed than others in the industry. The company has a comprehensive ESG strategy built along seven pillars, including management, sustainable products, carbon footprint, circular economy, corporate social responsibility, reporting, and green financing. The company has defined clear and specific targets around each of the programs and is working actively to implement the programs.

On behalf of the board

The directors present their annual report on the affairs of Cube Transportation Europe Midco Limited (the "Company"), together with the audited financial statements, for the year ended 31 December 2025.

The principal activity of the Company during the year under review continued to be that of an investment entity.

The Directors of the Company who served during the year and up to the date of signing were:

The Directors and the Secretary had no interest in the share capital of the Company for the year ended 31 December 2025 and prior year.

Dividends Paid and Declared

During the financial year, no ordinary dividends were paid. (2024: €95,093,755).

The Company made no political and charitable donations during the financial year end, nor for the prior period.

The financial risk management objectives and policies for the Company can be found within the Strategic Report.

On 18th December 2025, the Board approved a conditional dividend arrangement dependent on receipt of an upstream dividend. As the condition was not met at 31 December, no income or receivable has been recognised; this will be recognised in 2026. For further information, refer to Note 23.

PricewaterhouseCoopers LLP, were appointed as independent auditors of the Company. Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and PricewaterhouseCoopers LLP will therefore continue in office.

The Company has assessed its operations and determined that it qualifies for the low energy exemption, as its energy consumption falls below the specified threshold and it is therefore not required to disclose information regarding its energy use.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

• so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.

As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.

Future Developments

Details of future developments are disclosed within the strategic report.

The objectives of the Company are to manage the Company's financial risk, secure cost effective funding for the Company's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.

The Company finances its activities predominantly via shareholders' equity. Other financial assets and liabilities such as trade debtors and trade creditors, arise directly from the Company's operating activities. The Company does not trade in financial instruments and has no other form of derivatives.

Domicile and Legal Form                

The Company is limited by shares and registered in England and Wales. The Company is UK tax resident.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with UK-adopted international accounting standards. In preparing the financial statements, the directors have also elected to comply with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRSs as issued by IASB).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK-adopted international accounting standards and IFRSs issued by IASB have been followed, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

• so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

In our opinion, Cube Transportation Europe Midco Limited's financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss and cash flows for the year then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise:

• the Statement of Financial Position as at 31 December 2025;

• the Statement of Comprehensive Income for the year then ended;

• the Statement of Changes in Equity for the year then ended;

• the Statement of Cash Flows for the year then ended; and

• the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company'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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 ISAs (UK) 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 financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journals entries. Audit procedures performed by the engagement team included:

• Discussions with management, and review of relevant directors' meeting minutes, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

• Understanding of management's internal controls designed to prevent and detect irregularities;

• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and

• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company or returns adequate for our audit have not been received from branches not visited by us; or

• the company's financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors's remuneration specified by law are not made.

We have no exceptions to report arising from this responsibility.

All of the amounts above are in respect of continuing operations.

The notes on pages 14 to 28 form part of these financial statements.

The notes on pages 14 to 28 form part of these financial statements.

The notes on pages 14 to 28 form part of these financial statements.

The notes on pages 14 to 28 form part of these financial statements.

Cube Transportation Europe Midco Limited is a private company limited by shares and incorporated in England and Wales (United Kingdom) under the Companies Act 2006. The registered office is 6 Chesterfield Gardens, Mayfair, London, United Kingdom, W1J 5BQ.

The Company is an investment entity and was established to raise funding through issuance of share capital to finance its investment activities.

The Company is a wholly-owned subsidiary undertaking of Cube Transportation Europe Holdco Limited. The Company holds 100% of the share capital of Cube Transportation Europe Bidco Limited through the purchase of shares. The principal activity of Cube Transportation Europe Bidco Limited is that of an investment entity.

The Company’s financial statements are presented in Euro (“€”), which is also the Company’s functional currency and all values are rounded to the nearest euro, unless otherwise indicated. In addition these financial statements present the statement of cash flows using the indirect method.

The financial statements of the Company have been prepared in accordance with UK-adopted International Accounting Standards (International Financial Reporting Standards; “IFRS”) and with the requirements of the Companies Act 2006 applicable to companies reporting under those standards.

The financial statements have been prepared on a going concern basis under the historical cost convention, modified by revaluation of the financial assets held at fair value through profit and loss. The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the period. The nature of estimates means that actual outcomes could differ from those estimates.

The Company has not prepared consolidated financial statements as it is an investment entity. Under IFRS 10 "Consolidated Financial Statements", an investment entity must account for its investments in subsidiaries at fair value through profit or loss.

Statement of compliance

The financial statements for the year ended 31 December 2025 have been prepared in accordance with United Kingdom Company law adopted International Financial Reporting Standards ("IFRSs") and interpretations issued by the IFRS Interpretations Committee (IFRS IC). The standards applied by the Company are those endorsed by United Kingdom Company law and effective at the date the financial statements are approved by the Board. All the accounting policies have been consistently applied in the financial statements.

The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.true

As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.

Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

As the Company is an Investment Entity under IFRS 10, "Consolidated Financial Statements", its investment in subsidiary is accounted for as financial assets at fair value through profit or loss in accordance with IFRS 9, "Financial Instruments".

Cash and cash equivalents comprise cash balances and call deposits.

Financial assets are recognised on their trade date, when the Company becomes party to the contractual provisions of the instrument.

Classification and measurement

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus, transaction costs.

All financial assets are classified as fair value through profit or loss.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Company’s statement of financial position) when:

• The rights to receive cash flows from the asset have expired; or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass‐through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass‐through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Trade and other receivables

Trade receivables are recorded initially at fair value and thereafter at net realisable value after deducting an allowance for impairment.

Trade receivable balances are written off when the Company determines that it is unlikely that future remittances will be received.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as trade and other payables as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of trade and other payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Trade and other payables

Payables are financial liabilities with fixed or determinable values that are not quoted in an active market. They arise when the Company either receives services from another entity or purchases any security the settlement of which remains outstanding as at the financial position date. Payables are recognised initially at fair value less transaction costs, if any. These are subsequently measured at amortised cost using the effective interest method. Given the nature of payables, however, and the short length of time involved between their origination and settlement, their amortised cost is the same as their fair value at the date of origination.

Share Capital

Share capital consists of ordinary shares which are classified as equity when there is no obligation to transfer cash or other assets.

Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the date of the statement of financial position.

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences are recognised in the statement of comprehensive income within ‘Administrative expenses’.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Administrative expenses

Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration expenses such as marketing expenses, leasing fees, professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.

Investment income

Investment income shall be recognised in the profit or loss account when it is probable that the economic benefits will flow to the entity and the amount of income can be measured reliably.

Amendments to IFRSs that are mandatorily effective for the current period

The following amendment is mandatorily effective for the current financial period:

• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates), effective for annual periods beginning on or after 1 January 2025. These amendments provide guidance on determining the exchange rate to apply when a currency is not exchangeable and introduce related disclosure requirements.

The adoption of this amendment did not have a material impact on the financial statements of the Company

At the reporting date, the following new standards and amendments had been issued but were not yet effective:

• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments, effective for annual periods beginning on or after 1 January 2026.

• Annual Improvements to IFRS Accounting Standards – Volume 11, effective for annual periods beginning on or after 1 January 2026.

• IFRS 18 Presentation and Disclosure in Financial Statements, effective for annual periods beginning on or after 1 January 2027.

• IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective for annual periods beginning on or after 1 January 2027.

• IAS 21 Translation to a Hyperinflationary Presentation Currency, effective for annual period beginning on or after 1 January 2027

• Amendments to IFRS 9 and IFRS 7 relating to contracts referencing nature‑dependent electricity, effective for annual periods beginning on or after 1 January 2026.

There are no standards effective for the financial year beginning on 1 January 2025 that would be expected to have a material impact on the Company. Standards, amendments and interpretations to existing standards which are not yet effective and have not been early adopted. IFRS 18 is effective for periods beginning on or after 1 January 2027, IFRS 18 will introduce revised presentation and disclosure requirements, including new mandatory subtotals and revised categorisation of income and expenses. While the standard will not affect recognition or measurement, it is expected to change the presentation and disaggregation of items within the Company’s primary financial statements.

The Company is assessing the detailed impact. There is no other expected impact from new and future accounting standards

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Companies that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit or loss rather than to consolidate them.

The criteria which define an investment entity under IFRS 10 are, as follows:

• An entity that obtains funds from one or more investors for the purpose of providing those investors with investment services;

• An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and

• An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.

The provisions of IFRS 10 in respect of investment entities make it clear that significant judgement is required on the part of the Directors when applying the criteria above and making their determination as to whether the Company is an investment entity. In this case, the Directors have considered the criteria, guidance associated with IFRS 10 and the Company’s underlying nature and purpose.

In making the determination, the Directors believe that the Company should be considered as part of the wider investment fund structure to which it belongs and so extend the characteristics of that investment fund to the Company as part of that structure. This is because of the nature and purpose of the Company as a holding company for equity investments within that structure including having multiple investments. The Company itself has only one investment, however this is common in investment fund holding structures and the Directors have considered the Company's purpose and nature of its management, control and administration as an extension of the investment fund. The wider fund structure meets the criteria for investment entities. In addition, in line with guidance, the Directors have considered the most likely exit strategy for the Company’s investments and have concluded that would be a sale of its subsidiary (or that that subsidiary itself would enter into a sale agreement), which is a further indication that the Company itself is an investment entity.

The Directors have therefore concluded that the Company is an investment entity.

When the fair values of financial assets recorded in the statement of financial position cannot be measured based on quoted prices in the active markets, their fair value is measured using valuation techniques including the discounted cash flow model ("DCF"). The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of input such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. See note 3.2 and note 10 for further disclosures.

Fair value measurement

Some of the Company’s accounting policies require the measurement of the fair value. The Company has established a control framework with respect of the measurement of the fair values. This includes a valuation team that monitors all fair values including the Level 3 fair valuation.

Valuation models are used primarily to value unlisted equity for which markets were or have been inactive during the financial year. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions.                                            

The output of a model is always an estimate or approximation of a value that cannot be determined with certainty, and valuation techniques employed may not fully reflect all factors relevant to the positions the Company holds. Valuations are therefore adjusted, where appropriate, to allow for additional factors including model risk, liquidity risk and counterparty risk.                                                                                        

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.                                        

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table analyses within the fair value hierarchy the Company’s financial instruments (by class) measured at fair value as at 31 December 2025:

During the current financial year, there were no transfers between levels.

The Company has no employees (2024: 0) and services required are contracted from third parties. The directors received no remuneration from the Company in respect of qualifying services rendered during the year under review.

Directors' Remuneration

The remuneration of the directors is paid by I Squared Capital Advisors (UK) LLP, an affiliate of the Company, in their capacity as employees and not in their capacity as directors of the Company. It is not possible to make an accurate apportionment of their emoluments for qualifying services in respect of the Company. Accordingly, no recharges have been made. No fees were paid to directors during the year (2024: nil).

No services were provided pursuant to contingent fee arrangements (2024: €0).

No non audit services were provided by the Company's auditors and associates (2024: €0).

The charge for the year can be reconciled to the (loss)/profit per the Statement of Comprehensive Income as follows:

The subsidiary undertakings of the Company at 31 December 2025 are as follows:

Sensitivity analysis:

The following table summarises the quantitative inputs and assumptions used for items categorised as recurring Level 3 assets as of 31 December 2025.

An increase in the discount rates by twenty five basis points would result in a €43.2 million decrease in fair value. A decrease in the discount rate by twenty five basis points would result in a €44.5 million increase in fair value.

The following table summarises the quantitative inputs and assumptions used for items categorised as recurring Level 3 assets as of 31 December 2024.

An increase in the discount rates by twenty five basis points would result in a €49 million decrease in fair value. A decrease in the discount rate by twenty five basis points would result in a €51 million increase in fair value.

The amounts owed to Group undertakings are unsecured, interest free, have no fixed date of repayments and are payable on demand.

The Company has one class of ordinary shares which carry no right to fixed income.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

The Company does not have any capital commitments or contingent liabilities that have not been included in these financial statements.

During the year the company entered into the following transactions with related parties:

Intercompany transactions relate to payment of administrative expenses.

The remuneration of the directors is paid by I Squared Capital Advisors (UK) LLP, an affiliate of the Company, in their capacity as employees and not in their capacity as directors of the Company. It is not possible to make an accurate apportionment of their emoluments for qualifying services in respect of the Company. Accordingly, no recharges have been made. No fees were paid to directors during the year (2024: nil).

Transactions with related parties do not include accrued interest on balances due from/to group undertakings.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.

The Company’s principal financial assets and liabilities comprise of equity investments and liabilities. The main purpose of these financial liabilities is to finance the Company’s operations which consist of direct investment in equity of the group undertaking.

Principal risks and uncertainties

The Company’s activities expose it to a variety of financial risks: market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk.

Risk management is carried out by applied policies approved from the Board of Directors of the Company. The Board of Directors of the Company provided principles for overall risk management as well as policies covering specific areas such as interest rate risks, credit risk and investment of excess liquidity.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i) Foreign currency risk

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to an immaterial level of currency risk as all of the Company’s financial assets and liabilities are denominated in euro.

ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest is very limited.

Credit risk

The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is the total carrying amount of the financial assets as set out in the statement of financial position.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. When funds are required capital contributions are called from the shareholders.

The table below summarises the company’s non-derivative financial liabilities as per IFRS 7.39 into relevant maturity profiles, based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

For the purpose of the Company's capital management, capital includes issued share capital and retained earnings attributable to the Company's shareholder. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for the shareholder.

The shareholder will invest additional monies into the Company in order to ensure that the Company can meet its ongoing financial obligations. These shall be provided at such times as the Company may require for working capital purposes or for meeting any obligation of the Company. The Company is not subject to any external capital requirements.

The immediate parent undertaking is Cube Transportation Europe Holdco Limited, a company established under the laws of England and Wales. Its registered office is located at 6 Chesterfield Gardens, London, England, W1J 5BQ.

The ultimate parent undertaking and controlling party is ISQ Global Fund II GP, LLC. Its registered office is located at 251 Little Falls Drive, Wilmington, Delaware, 19808.

On 18th December 2025, the Board approved an expected dividend of EUR 20,099,985 from Cube Transportation Europe BidCo Limited and declared a conditional interim dividend of the same amount to Cube Transportation Europe HoldCo Limited, contingent on receipt from Cube Transportation Europe BidCo Limited. However, the upstream dividend from Cube Transportation Europe BidCo to the Company was itself conditional and the condition had not been satisfied as at 31 December 2025. Consequently no dividend income or dividend receivable has been recognised in the financial statements for the year ended 31 December 2025. This will be recognised in 2026.