To: the shareholder and supervisory board of N.V. Nederlandse Spoorwegen

Please find below the main conclusions and main features of our audit and review. For the full text of the independent auditor’s report, which includes the assurance report on non-financial information, please refer to the next pages.

Summary

Conclusions

Main features of our audit and review

Combined independent auditor’s report and assurance report

To: the shareholder and supervisory board of N.V. Nederlandse Spoorwegen

Our conclusions

We have audited the financial statements 2019 of N.V. Nederlandse Spoorwegen based in Utrecht. The financial statements include the consolidated financial statements and the company financial statements.

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 2019 and of its result and its cash flows for 2019 in accordance with International Financial Reporting Standards as adopted 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 2019 and of its result for 2019 in accordance with Part 9 of Book 2 of the Dutch Civil Code

We have reviewed the non-financial information for the year 2019 of N.V. Nederlandse Spoorwegen based in Utrecht. The scope is described in the section Our Scope. A review is aimed at obtaining a limited level of assurance.

Based on our procedures performed, nothing has come to our attention that causes us to believe that the accompanying non-financial information does not present, in all material respects, a reliable and adequate view of:

• the policy and business operations with regard to Corporate social responsibility; and

• the thereto related events and achievements for the year 2019

in accordance with the Sustainability Reporting Standards of the Global Reporting Initiative (GRI) and the applied supplemental reporting criteria as disclosed in the chapter Scope and reporting criteria of the annual report.

Based on the procedures performed according to the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720, we conclude that the other information, including the report by the NS Executive Board and the report of the Supervisory Board:

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

• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code

Basis for our conlusions

We performed our assurance engagements in accordance with Dutch law, including the Dutch Standards on Auditing and the Dutch Standard 3810N, “Assurance-opdrachten inzake maatschappelijke verslagen” (Assurance engagements relating to sustainability reports), which is a specified Dutch Standard that is based on the International Standard on Assurance Engagements (ISAE) 3000, “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”. Our responsibilities under those standards are further described in the section Our responsibilities in this report.

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

Our independence

We are independent of N.V. Nederlandse Spoorwegen in accordance with the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence)” and other relevant independence regulations in the Netherlands. This includes that we do not perform any activities that could result in a conflict of interest with our independent assurance engagements. Furthermore, we have complied with the “Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics)”.

Our scope

Our engagements scope

The annual report of N.V. Nederlandse Spoorwegen consists of the financial statements and other information, including the report by the NS Executive Board and the report of the Supervisory Board, that together gives an overview of the policy, the business operations, the events and achievements with regard to the financial position and corporate social responsibility of N.V. Nederlandse Spoorwegen during the year 2019. The following information in the annual report is in scope of our assurance-engagements.

The consolidated financial statements comprise:

• The consolidated balance sheet as at 31 December 2019;

• The following statements for 2019: the consolidated income statement, the consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated statement of changes in equity;

• The notes comprising a summary of the significant accounting policies and other explanatory information.

The company financial statements comprise:

• The company balance sheet as at 31 December 2019;

• The company statement of income for 2019;

• The notes comprising a summary of the accounting policies and other explanatory information

The non-financial information consists of the chapters ”In brief”, ”2019 in a nutshell”, “Our contributions to Dutch society”, “Foreword by the CEO”, “Our strategy”, “The profile of NS”, “Our activities and achievements in the Netherlands”, “Our activities and achievements abroad” and sections “Organisational improvements”, “Dialogue with our stakeholders” and “Scope and reporting criteria” in the Annual Report 2019 of N.V. Nederlandse Spoorwegen.

The other information comprises:

• The report by the NS Executive Board;

• The report by the NS Supervisory Board;

• Other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Limitations to the scope of our review engagement on the non-financial information

The non-financial information includes prospective information, such as ambitions, strategy, plans, expectations and estimates and risk assessments. Inherently, the actual future results are uncertain. We do not provide any assurance on the assumptions and achievability of prospective information in the non-financial information.

In the chapter ‘Our impact on the environment and society’ the calculations are mostly carried out using sources from external parties. The sources used are disclosed in Methodologie Impactanalyse jaarverslag 2019 on www.ns.nl/mvoberekeningen. We have not performed any procedures related to the content of these external sources, other than evaluating the suitability and plausibility of the external sources used.

The references to external sources or websites in the non-financial information are not part the non-financial information as reviewed by us. We therefore do not provide assurance on this information.

Reporting criteria

The financial statements and the non-financial information need to be read and understood together with the reporting criteria. N.V. Nederlandse Spoorwegen is solely responsible for selecting and applying these reporting criteria, taking into account applicable law and regulations related to reporting.

The absence of an established practice on which to draw, to evaluate and measure non-financial information allows for different, but acceptable, measurement techniques and can affect comparability between entities and over time.

The reporting criteria used for the preparation of the financial statements and the non-financial information are presented below.

Materiality

General

The scope of our assurance procedures is influenced by the application of materiality. Our assurance engagements aim to provide assurance about whether the financial statements and the non-financial information are free from material misstatement. Misstatements may arise due to fraud or errors. They are considered to be material if, individually or in the aggregate, they could reasonably be expected to influence the (economic) decisions of users taken on the basis of the financial statements and the non-financial information. The materiality affects the nature, timing and extent of our assurance procedures and the evaluation of the effect of identified misstatements on our conclusions.

Financial statements

For the audit of the financial statements our considerations regarding the materiality are as follows:

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 in excess of €2.5 million, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Non-financial information

Based on our professional judgment we determined materiality levels for each relevant part of the non-financial information and for the non-financial information as a whole. When evaluating our materiality levels, we have taken into account quantitative and qualitative considerations as well as the relevance of information for both stakeholders and the organization.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility

Although we are not responsible for preventing fraud or non-compliance and cannot be expected to detect non-compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. Non-compliance with laws and regulations may result in fines, litigation or other consequences for the company that may have a material effect on the financial statements.

Our audit response related to fraud risks

In order to identify and assess the risks of material misstatements of the financial statements due to fraud, we obtained an understanding of the entity and its environment, including the entity’s internal control relevant to the audit and in order to design audit procedures that are appropriate in the circumstances. As in all of our audits, we addressed the risk of management override of internal control. We do not audit internal control per se for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

We considered available information and made enquiries of relevant executives, directors (including internal audit, legal, compliance, human resources) and the supervisory board. As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic and legal specialists. In our risk assessment we considered the potential impact of the risk of bribery and corruption.

We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness, of internal controls that mitigate fraud risks. In addition, we performed procedures to evaluate key accounting estimates for management bias in particular relating to important judgment areas and significant accounting estimates as disclosed in section 1 of the financial statements and the disclosure in note 14 of the financial statements. We have also used data analysis to identify and address high-risk journal entries.

We incorporated elements of unpredictability in our audit. We considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. If so, we reevaluate our assessment of fraud risk and its resulting impact on our audit procedures.

Our audit response related to risks of non-compliance with laws and regulations

We assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the management board, reading minutes, inspection of internal audit and compliance reports and performing substantive tests of details of classes of transactions, account balances or disclosures.

We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (suspected) non-compliance throughout the audit. Finally we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us.

Going concern

In order to identify and assess the risks of going concern and to conclude on the appropriateness of management’s use of the going concern basis of accounting, we consider 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.

Our scope for the group audit of the financial statements

N.V. Nederlandse Spoorwegen is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements of N.V. Nederlandse Spoorwegen.

Our group audit mainly focused on the significant group entities NL Reizigersbedrijf and Abellio in the United Kingdom and Germany. We used the work of other auditors in our international network for the foreign group entities. In total our procedures represent 93.1% of the group’s total assets and 91.8% of revenue.

By performing the procedures mentioned above at group entities, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the consolidated financial statements.

Our key audit and review matters

Key audit and review matters are those matters that, in our professional judgment, were of most significance in our assurance procedures for the financial statements and the non-financial information. We have communicated the key audit and review matters to the supervisory board. The key audit and review matters are not a comprehensive reflection of all matters discussed.

These matters were addressed in the context of our assurance procedures for the financial statements and the non-financial information as a whole and to conclude thereon, and we do not provide a separate conclusion on these matters.

In 2018, “Change in accounting policies relating to defined benefit pension plans in the United Kingdom” was identified, amongst others, as key matter of our audit. As “Change in accounting policies relating to defined benefit pension plans in the United Kingdom” related to a change in accounting policies in the financial statement of 2018, this is no longer a key audit matter of our audit in 2019.

For the audit of the financial statements we identified the following key audit matters:

Reliability and continuity of the automated data processing system

Revenue recognition

Accounting for settlement mechanisms included in franchise contracts

For the review of the non-financial information, we identified the following key review matter:

Progress and reliability performance indicators related to the main rail network

Report on other legal and regulatory requirements

Engagement

We were engaged by the supervisory board as auditor of N.V. Nederlandse Spoorwegen on 3 September 2013 as of the audit for the year 2014 and have operated as statutory auditor ever since that date.

Responsibilities

Responsibilities of management and the supervisory board

Management 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 and for the preparation of the other information, including the management board’s report, in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Management is also responsible for the preparation of reliable and adequate non-financial information in accordance with the Sustainability Reporting Standards (option Core) of the GRI and the applied supplemental reporting criteria as disclosed in chapter “Scope and reporting criteria”  of the annual report, including the identification of the stakeholders and the determination of material issues. The choices made by management with respect to the scope of the non-financial information are included on chapter “Scope and reporting criteria” of the annual report.

Management is also responsible for such internal control as management determines is necessary to enable the preparation of the financial statements and the non-financial information that are free from material misstatement, whether due to fraud or errors.

As part of the preparation of the financial statements, management is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management 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 (financial) reporting process of N.V. Nederlandse Spoorwegen.

Our responsibilities

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

Our audit of the financial statements 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.

Our review of the non-financial information is aimed to obtain a limited level of assurance. The procedures performed to obtain a limited level of assurance are aimed to determine the plausibility of information and vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of assurance obtained in a review is therefore substantially less than the assurance obtained in an audit.

We apply the “Nadere voorschriften kwaliteitssystemen” (NVKS, Regulations for Quality management systems) and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements. A further description of our responsibilities is included in the annex to the combined independent auditor’s report.

Amsterdam, 26 February 2020

Ernst & Young Accountants LLP

Signed by J. Verhagen

Annex to the combined independent auditor’s report