To: the shareholders 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 sustainability, please refer to the next pages.

Summary

Conclusions

Main features of our audit and review

Combined independent auditor’s report on the financial statements and sustainability information

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

Our conclusions

We have audited the financial statements 2018 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 2018 and of its result and its cash flows for 2018 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 2018 and of its result for 2018 in accordance with Part 9 of Book 2 of the Dutch Civil Code

We have reviewed the sustainability information for the year 2018 of N.V. Nederlandse Spoorwegen based in Utrecht. The scope is described in 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 sustainability 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 2018;

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

Based on our procedures in accordance with Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720, we conclude that the other information in the annual report, including the report of the NS Executive board and the NS 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 conclusions

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

The annual report of N.V. Nederlandse Spoorwegen consists of the financial statements and other information, including the report of the 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 2018. The following information in the annual report is in scope of our assurance-engagements.

The consolidated financial statements comprise:

• The consolidated statement of financial position as at 31 December 2018

• The following statements for 2018: the consolidated income statement, the consolidated statement of comprehensive income, changes in equity and the consolidated cash flow statement

• 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 2018

• The company profit and loss account for 2018

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

The sustainability information consists of the chapters ”In brief”, ”2018 in a nutshell”, “Foreword by the CEO”, “The profile of NS”, “Our strategy”, all sections presented in “Activities in the Netherlands” and “Operations abroad”, “Our impact on the environment and on society”, “NS as an employer in the Netherlands”, “Organisational improvements”, “Dialogue with our stakeholders” and “Scope and reporting criteria” in the Annual Report of N.V. Nederlandse Spoorwegen.

The other information comprises:

• The report by the NS Executive board consisting of: the report by the Executive board, Organisation of risk management, Corporate Governance, the report on the activities in the Netherlands and operations abroad;

• 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 sustainability information

The sustainability 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 sustainability 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 2018 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 sustainability information are not part the sustainability information as reviewed by us. We therefore do not provide assurance on this information.

Reporting criteria

The financial statements and the sustainability 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 reporting criteria used for the preparation of the financial statements and the sustainability 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 sustainability 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 sustainability 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 € 2.25 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.

Sustainability information

Based on our professional judgment we determined materiality levels for each part of the sustainability information and for the sustainability 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 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. We have performed audit procedures ourselves at the Dutch group entities. We used the work of other auditors in our international network for the foreign group entities. Based on the full scope and specific scope procedures, we have obtained audit assurance on 90% of assets and 88% of revenues.

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 sustainability 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 sustainability information as a whole and to conclude thereon, and we do not provide a separate conclusion on these matters.

In 2017, “Tax position and fiscal risks” en “Settlement of claims concerning irregularities in the Limburg tendering process” have been identified as key matters of our audit.

The key issues in the 2017 tax position related to the developments regarding the transfer of the rolling stock from the Irish subsidiary NS Financial Services to the Dutch company NS Lease B.V., as well as the valuation of deferred tax assets.

Due to the agreement reached with the Dutch and Irish tax authorities regarding the transfer of the rolling stock and the developments in the estimated taxable results for 2019 and further years, the risk with regard to the 'Tax position and tax risks' is no longer identified as key audit matter.

“Settlement of claims concerning irregularities in the Limburg tendering process” is also no longer identified as a key audit matter because NS paid and recorded the fine imposed by the ACM in 2017. We hereby note that the investigation by the OM has not yet been completed. The developments in 2018, however, give no reason to maintain this as a key audit matter.

In 2018 we included two new key matters of our audit. "Accounting for settlement mechanisms included concession contracts" is a key matter because there is uncertainty about the settlement with concession grantors in the United Kingdom. "Change in accounting policies relating to defined benefit pension plans in the United Kingdom" is a key matter due to both the complexity and the impact on the results.

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

Revenue recognition

Reliability and continuity of the automated data processing system

Accounting for settlement mechanisms included concession contracts

Change in accounting policies relating to defined benefit pension plans in the United Kingdom

For the review of the sustainability 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 shareholder as auditor of N.V. Nederlandse Spoorwegen on September 3, 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 sustainability information in accordance with the Sustainability Reporting Standards version (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 sustainability information are included on chapter “Scope and reporting criteria”  of the annual report

Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements and the sustainability 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 company’s (financial) reporting process.

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 have detected all material errors and fraud.

Our review of the sustainability 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 review engagements is therefore substantially less than the assurance obtained in audit engagements.

We apply the ‘Nadere voorschriften kwaliteitssystemen’ (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.

Amsterdam, 21 February 2019

Ernst & Young Accountants LLP

Signed by J. Verhagen

Annex to the combined independent auditor’s report on the financial statements and sustainability information