Independent auditor's report

To: the General Meeting of Shareholders and the Supervisory Board of N.V. Nederlandse Spoorwegen

Report on the audit of the financial statements 2025 included in the annual report 

Our opinion

In our opinion:

• the accompanying consolidated financial statements give a true and fair view of the financial position of N.V. Nederlandse Spoorwegen as at 31 December 2025 and of its result and its cash flows over 2025, in accordance with IFRS Accounting Standards, as endorsed by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.

• the accompanying company financial statements give a true and fair view of the financial position of N.V. Nederlandse Spoorwegen as at 31 December 2025 and of its result over 2025 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the financial statements 2025 of N.V. Nederlandse Spoorwegen (‘NS’ or ‘the company’) based in Utrecht. The financial statements include the consolidated financial statements and the company financial statements.

The consolidated financial statements comprise:

1. the consolidated balance sheet as at 31 December 2025;

2. the following consolidated statements for 2025: the income statement, the statements of comprehensive income, changes in equity and cash flows; and

3. the notes comprising material accounting policy information and other explanatory information.

The company financial statements comprise:

1. the company balance sheet as at 31 December 2025;

2. the company income statement over 2025; and

3. the notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report.

We are independent of N.V. Nederlandse Spoorwegen in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulations with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of going concern, fraud and non-compliance with laws and regulations and the key audit matters was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

Summary

Materiality

Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 35 million. The materiality is determined with reference to the Revenues (0.9%). We consider Revenues as the most appropriate benchmark because it is an important indicator of the financial performance of NS. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatements identified during our audit in excess of EUR 1.75 million would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

N.V. Nederlandse Spoorwegen is at the head of a group of components (hereafter “Group”). The financial information of this group is included in the financial statements of the company.

We performed risk assessment procedures throughout our audit to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements. To appropriately respond to those assessed risks, we as group auditor planned and performed further audit procedures, either at component level or centrally. We set component performance materiality levels considering the component’s size and risk profile.

We have performed substantive procedures for 98% of Revenues of the group (2024: 97%) and 98% of Total assets of the group (2024: 96%). At group level, we assessed the aggregation risk in the remaining financial information and concluded that there is less than reasonable possibility of a material misstatement.

We consider that the scope of our group audit forms an appropriate basis for our audit opinion. Through performing the procedures mentioned above we obtained sufficient and appropriate audit evidence about the Group’s financial information to provide an opinion on the financial statements as a whole.

Audit response to the risk of fraud and non-compliance with laws and regulations

In chapter ‘Risk management’ of the annual report, the Executive Board describes the procedures regarding risks, including risks of fraud and non-compliance with laws and regulations. The Supervisory Board is involved in these topics through the Risk and Audit Committee.

As part of our audit, we have gained insights into NS and its business environment and the risk management of NS in relation to fraud and non-compliance with laws and regulations. Our procedures included, among other things, evaluating the code of conduct, the integrity reporting procedure, the incidents register, and NS's procedures to investigate indications of possible fraud and non-compliance with laws and regulations. Furthermore, we performed relevant inquiries with the Executive Board, the Supervisory Board, and other relevant functions such as legal affairs, internal audit and risk & compliance, and we included correspondence with relevant supervisory authorities and regulators in our evaluation. We have incorporated elements of unpredictability in our audit approach, including a greater depth of our data analyses on all national ticket sales, substantive procedures international travel revenues and these use of data analyses in the audit of the costs of subcontracted work, other external costs and other operating expenses.

As a result from our risk assessment procedures, we identified the (European) tender law legislation and the HRN concession stipulations as those most likely to have a material effect on the financial statements in case of non-compliance. Our procedures did not result in the identification of a reportable risk of material misstatement in respect of non-compliance with laws and regulations.

We assess the presumed fraud risk on revenue recognition as not significant given the low complexity of applying the revenue recognition principles, the absence of material estimation uncertainties, and the involvement of various third parties in the revenue recognition process.

Based on the above and on the auditing standards, we identified the following fraud risks that are relevant to our audit, including the relevant presumed risks laid down in the auditing standards, and responded as follows:

• Management override of internal controls (a presumed risk)

Risk:

• Management is in a unique position to commit fraud through the opportunity to manipulate the financial reporting process and results by overriding internal controls that otherwise appear to be effective.

Responses:

• We have evaluated the design and implementation of internal controls relevant for mitigating fraud risks, such as the identification of procedures related to journal entries and estimates, such as those concerning the valuation of HRN assets and the accounting for the heavy-labour-scheme as described in the section ‘Our key audit matters’.

• As part of the fraud risk assessment, we performed a data analysis of the journal entries population to determine if high-risk criteria for testing apply and evaluated relevant estimates, judgments and assumptions by management, including retrospective reviews of estimates with respect to management's judgments and assumptions that were included in the financial statements of the previous year. Where we identified instances of unexpected journal entries or other risks through our data analysis, we performed additional audit procedures to address each identified risk. These procedures also include tracing transactions back to source information.

• We identified and selected journal entries and other adjustments made at the end of the reporting period for testing.

• Valuation of HRN assets

The risk and audit response are included in the section ‘Our key audit matters’.

Our evaluation of procedures performed related to fraud did not result in an additional key audit matter. We have communicated our risk assessment, audit responses, and results to the Executive Board and the Supervisory Board.

Our audit procedures did not reveal indications and/or other reasonable suspicion of fraud and non-compliance with laws and regulations that are considered material for our audit.

Audit response to going concern

As explained in the paragraph "Going-concern assumption" in section 1 of the financial statements, the Executive Board has performed its going concern assessment and has not identified any going concern risks. To evaluate the Executive Board’s assessment, we have performed, among others, the following procedures:

• we considered whether the Executive Board’s assessment of the going concern risks includes all relevant information of which we are aware as a result of the audit and inquired the Executive Board about the underlying key assumptions and principles;

• we analyzed the financial position of NS as at year-end and compared to the previous year for indicators that could identify going concern risks;

• we inspected the key terms and conditions included in the financing agreements, including covenants, that could indicate a going concern risk;

• we evaluated the adequacy of the disclosure of the Executive Board’s going concern assessment as disclosed in the paragraph "Going-concern assumption" in section 1 of the financial statements.

The outcome of our risk assessment procedures did not give reason to perform additional audit procedures on the Executive Board’s going concern assessment.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Supervisory Board, but are not a comprehensive reflection of all matters discussed.

Compared to last year, the key audit matter related to the accounting and disclosure of the discontinued foreign operations is not included, because it is specifically related to the 2024 financial statements and prior years. In addition, compared to last year, the key audit matter related to the accounting for the heavy‑labour-scheme has been added.

Description

NS recognized an impairment regarding the assets related to the concession for the Main Rail Network (‘HRN’). This impairment is mainly due to (persistent) changes in travel behaviour, rising costs, and the HRN concession conditions for the period 2025-2033.

In 2025 NS has reassessed the valuation, resulting in a partial impairment reversal of EUR 468 million in the year 2025. As of 31 December 2025, the cumulative impairment amounts to EUR 592 million.

The magnitude of the impairment depends on the estimated future financial performance and is sensitive to a change in assumptions, as disclosed by NS in note 15 of the financial statements.

Our response

We have:

• evaluated NS's process around the calculation of the impairment, including the model used and the development of the most critical underlying assumptions, such as expected passenger transport revenues, cost levels, investments in new rolling stock and the focus of management on the maximum expected operational return on investment;

• discussed retrospective outcomes of past estimates and various future scenarios and assumptions with management;

• evaluated the design and implementation of internal controls;

• evaluated whether the accounting policies used by NS are in accordance with IAS 36 “Impairment of Assets” and whether these policies have been applied consistently;

• performed substantive procedures on the scenario analyses to test the reasonableness of the assumptions used;

• engaged our own valuation specialists to assess the model used and the reasonableness of assumptions such as the discount rate;

• evaluated whether the disclosure in note 15 of the financial statements is appropriate and whether the main assumptions and sensitivities are adequately disclosed.

Our observation

We concur with the recognition of the partial impairment reversal of EUR 468 million on the HRN assets in 2025 and the cumulative impairment of EUR 592 million as of 31 December 2025, and with the disclosures thereof in note 15 of the financial statements.

Description

In 2025 NS realized EUR 3.2 billion in passenger transport revenues, as disclosed in note 1 of the financial statements. This relates to revenues from a variety of ticket types for (inter-)national travel and subscriptions.

To process these diverse revenue streams, NS uses multiple IT systems and services from third parties. Due to the complexity of NS' IT environment, the involvement of third parties in data processing, combined with the large number of revenue transactions, we have identified the accurate and complete accounting for passenger transport revenues as a key audit matter.

We have:

• evaluated NS' process around the accounting for passenger transport revenues, including the use of various IT systems and services from third parties;

• engaged KPMG IT specialists to assess the IT landscape and the reliability and continuity of the automated data processing;

• evaluated the design and implementation of internal controls for the revenue streams using check-in and check-out registrations;

• performed substantive data analyses on the accuracy and completeness of the revenues from all national ticket sales in 2025, based on fixed price tables, check-in and check-out registrations, ticket machines, and online ticket sales;

• performed substantive procedures on other passenger transport revenues including international ticket sales, subscriptions, and the public transport student card contract.

Our observation

We concur with the accounting for passenger transport revenues.

Description

In 2025, NS entered into a new collective labour agreement (CAO). Part of this agreement is the option for employees who have performed heavy work for an extended period to stop working up to three years before reaching the state pension age (AOW), with a compensation of up to 36 months (“heavy‑labour-scheme”). NS measured this provision at EUR 188 million as at 31 December 2025 and recognised it as an expense in 2025. Due to the impact on the 2025 result and the sensitivity of the underlying assumptions, we identified the accurate and complete accounting of the heavy‑work scheme as a key audit matter.

Our response

We have:

• evaluated NS’s process around the calculation of the provision, including the involvement of an external actuarial specialist, and the development of the most critical assumptions, such as the expected participation rate, the expected number of points accumulated per employee, and the discount rate;

• evaluated the design and implementation of internal control measures;

• assessed whether the accounting policies applied by NS are in accordance with IAS 19 “Employee Benefits” and whether these policies have been applied consistently;

• performed substantive procedures on the personnel data provided to the actuarial specialist, including age, date of hire, and job function;

• engaged our own valuation specialists to assess the model used and the reasonableness of the assumptions applied;

• evaluated whether the disclosure in note 29 of the financial statements is appropriate and whether the key assumptions and sensitivities are adequately disclosed.

Our observation

We concur with the accounting for the heavy‑labour-scheme amounting to EUR 188 million in 2025 and with the related disclosures in note 29 of the financial statements.

Compliance with Regulatory Technical Standard of SBR, including XBRL tagging, not audited

The statutory audit includes verifying that the prepared financial statements comply with the legal requirements under Title 9 of Book 2 of the Dutch Civil Code. Our audit opinion has been issued on the prepared financial statements and will be attached to the digitally filed annual report. This means that compliance with all requirements of the Regulatory Technical Standard within the SBR domain for the Trade Register (including the applied eXtensible Business Reporting Language (XBRL) tags) was not part of the statutory audit.

Report on the other information included in the annual report

In addition to the financial statements and our auditor’s report thereon, the annual report contains other information.
Based on the following procedures performed, we conclude that the other information:

• is consistent with the financial statements and does not contain material misstatements; and

• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and other information.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements.

The Executive Board is responsible for the preparation of the other information, including the information as required by Part 9 of Book 2 of the Dutch Civil Code.

Description of responsibilities regarding the financial statements

Responsibilities of the Executive Board and the Supervisory Board for the financial statements

The Executive Board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Executive Board is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. In that respect the Executive Board, under supervision of the Supervisory Board, is responsible for the prevention and detection of fraud and non-compliance with laws and regulations, including determining measures to resolve the consequences of it and to prevent recurrence.

As part of the preparation of the financial statements, the Executive Board is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Executive Board should prepare the financial statements using the going concern basis of accounting unless the Executive Board either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The Executive Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements. 

The Supervisory Board is responsible for overseeing the company’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

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. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:

• identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining 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 the risk resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• obtaining 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 company’s internal control;

• evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Executive Board;

• concluding on the appropriateness of the Executive Board’s 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 company’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 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 a company to cease to continue as a going concern;

• evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and

• evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the financial statements. We are also responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We bear the full responsibility for the auditor’s report.

We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. 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, not communicating the matter is in the public interest.

The Hague, 2 March 2026

KPMG Accountants N.V.

R.R.J. Smeets RA

Limited assurance report of the independent auditor on the sustainability information for 2025

To: the Supervisory Board and the Executive Board of N.V. Nederlandse Spoorwegen

Our conclusion

We have performed a limited assurance engagement on the sustainability information for 2025 of N.V. Nederlandse Spoorwegen based in Utrecht.

Based on the procedures performed and the assurance information obtained, nothing has come to our attention that causes us to believe that the sustainability information in the accompanying annual report does not present fairly, in all material respects:

• the policy with regard to sustainability matters; and

• the business operations, events and achievements in that area in 2025

in accordance with the applicable criteria as included in the section ‘Criteria’.

The sustainability information is included in the section “Sustainability report” of the annual report.

Basis for our conclusion

We performed our limited assurance engagement on the sustainability information in accordance with Dutch law, including Dutch Standard 3810N ‘Assurance-opdrachten inzake duurzaamheidsverslaggeving’ (Assurance engagements relating to sustainability reporting). Our responsibilities under this standard are further described in the section ‘Our responsibilities for the assurance engagement on the sustainability information’ section of our report.

We are independent of N.V. Nederlandse Spoorwegen in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence). Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics for Professional Accountants).

We believe the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Criteria

The criteria applied for the preparation of the sustainability information are the GRI Sustainability Reporting Standards (GRI Standards), as listed in the GRI Content Index, and the criteria supplementally applied as disclosed in the chapter “General information” of the sustainability report. The sustainability information is prepared with reference to the GRI Standards. The applicable GRI Standards are included in the GRI Content Index as included in the online annual report (page 121) that is published on the website of N.V. Nederlandse Spoorwegen.

The comparability of sustainability information between entities and over time may be affected by the absence of a uniform practice on which to draw, to evaluate and measure this information. This allows for the application of different, but acceptable, measurement techniques.

Consequently, the sustainability information needs to be read and understood together with the criteria applied.

Materiality

Based on our professional judgement we determined materiality levels for each relevant part of the sustainability matter. When evaluating our materiality levels, we have taken into account quantitative and qualitative aspects as well as the relevance of information for both stakeholders and the company.

We agreed with the supervisory board that misstatements which are identified during the assurance engagement and which in our view must be reported on quantitative or qualitative grounds, would be reported to them

Scope of the group review

N.V. Nederlandse Spoorwegen is the parent company of a group of entities. The sustainability information incorporates the consolidated information of this group of entities to the extent as specified in the chapter “General information” of the sustainability report.

Our assurance procedures for the assurance engagement of the group consisted of both assurance procedures at group level (consolidated) as well as at group components.

We have determined the scope of our assurance procedures in such a way that we perform sufficient procedures enabling us to provide a conclusion on the sustainability information. We considered, among other things, the management structure of the group, the nature of the activities of the group components, the business processes and controls and the industry in which the entity operates.

Limitations to the scope of our assurance engagement

The sustainability information includes prospective information such as ambitions, strategy, plans, expectations and estimates and risk assessments. Prospective information relates to events and actions that have not yet occurred and may never occur. We do not provide any assurance on the assumptions and achievability of prospective information.

The references to external sources or websites in the sustainability information are not part of the sustainability information as included in the scope of our assurance engagement. We therefore do not provide assurance on this information.

The information on the performance indicators “Overall customer satisfaction score” and “Customer satisfaction with public safety” for 2025 is not yet known at the time of issuing this report and therefore falls outside the scope of our assurance work.

Our conclusion is not modified in respect of these matters.

Responsibilities of the Executive Board and Supervisory Board for the sustainability information

The Executive Board is responsible for the preparation and fair presentation of the sustainability information in accordance with the criteria as included in the section ‘Criteria’, including the identification of stakeholders and the definition of material matters. The Executive Board is also responsible for selecting and applying the criteria and for determining that these criteria are suitable for the legitimate information needs of stakeholders, considering applicable law and regulations related to reporting. The choices made by the Executive Board regarding the scope of the sustainability information and the reporting policy are summarized in the chapter “General information” of the sustainability report.

Furthermore, the Executive Board is responsible for such internal control as it determines is necessary to enable the preparation of the sustainability information that is free from material misstatement, whether due to fraud or error.

The Supervisory Board is responsible for overseeing the sustainability reporting process of N.V. Nederlandse Spoorwegen.

Our responsibilities for the assurance engagement on the sustainability information

Our responsibility is to plan and perform the assurance engagement in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.

Our assurance engagement is aimed to obtain a limited level of assurance to determine the plausibility of sustainability information. The procedures vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of assurance obtained in a limited assurance engagement is therefore substantially less than the assurance that is obtained when a reasonable assurance engagement is performed.

We apply the ‘Nadere Voorschriften kwaliteitsmanagement’ (NVKM, Regulations for Quality management) and accordingly maintain a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Our assurance engagement included among others:

• Performing an analysis of the external environment and obtaining an understanding of relevant sustainability themes and issues, and the characteristics of N.V. Nederlandse Spoorwegen;

• Evaluating the appropriateness of the criteria applied, their consistent application and related disclosures in the sustainability information. This includes the evaluation of the company’s materiality assessment and the reasonableness of estimates made by the Executive Board;

• Obtaining through inquiries a general an understanding of the internal control environment, the reporting processes, the information systems and the entity’s risk assessment process relevant to the preparation of the sustainability information, without obtaining assurance information about the implementation or testing the operating effectiveness of controls;

• Identifying areas of the sustainability information where misleading or unbalanced information or a material misstatement, whether due to fraud or error, is likely to arise. Designing and performing further assurance procedures aimed at determining the plausibility of the sustainability information responsive to this risk analysis. These procedures consisted amongst others of:

• • Obtaining inquiries from the executive board (and/or relevant employees) at group level responsible for the sustainability strategy, policy and results;

  • Obtaining inquiries from relevant staff responsible for providing the information for, carrying out internal control procedures on, and consolidating the data in the sustainability information;

  • Obtaining assurance evidence that the sustainability information reconciles with underlying records of the company;

  • Reviewing, on a limited test basis, relevant internal and external documentation;

  • Considering the data and trends in the information submitted for consolidation at group level.

• Reconciling the relevant financial information with the financial statements;

• Reading the information in the annual report which is not included in the scope of our assurance engagement to identify material inconsistencies, if any, with the sustainability information;

• Considering the overall presentation and balanced content of the sustainability information

• Considering whether the sustainability information as a whole, including the sustainability matters and disclosures, is clearly and adequately disclosed in accordance with applicable criteria.

We communicate with the Supervisory Board about, among other matters, the planned scope and timing of the assurance engagement and significant findings that we identify during our assurance engagement.

The Hague, 2 March 2026

KPMG Accountants N.V.

R.R.J. Smeets RA