Perimeter Solutions SA

Shareholders and Board of Directors

Perimeter Solutions, SA

Grand Duchy of Luxembourg

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Perimeter Solutions, SA (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2023 and 2022 (Successor), for the period from November 9, 2021 through December 31, 2021 (Successor), and the period from January 1, 2021 through November 8, 2021 (Predecessor), and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the two years ended December 31, 2023 and 2022 (Successor) and for the period November 9, 2021 through December 31, 2021 (Successor), and for the period from January 1, 2021 through November 8, 2021 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 22, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the Probability of Achieving the Vesting Performance Criteria of Option Awards

As described in Notes 2 and 11 to the consolidated financial statements, the Company recognizes share-based compensation expense for option awards issued based on the fair value of the number of options that are ultimately expected to vest during the period. The performance-based awards are subject to vesting based on the achievement of annual operational performance per diluted share (“AOP”) during the performance period. At each reporting period, the

Company reassesses the probability of achieving the performance conditions required to meet those vesting targets. For the year ended December 31, 2023, the Company’s consolidated share-based compensation expense for these performance awards was $1.6 million. As of December 31, 2023 there was approximately $15.6 million of total unrecognized compensation expense related to the non-vested portion of these performance-based awards.

We identified the assessment of the probability of the performance-based awards expected to vest based on the achievement of AOP as a critical audit matter. The principal consideration for our determination is the significant judgement involved to evaluate certain assumptions used in the estimate of forecasted diluted shares and EBITDA, which are utilized by the Company in the probability assessment. Auditing these elements involved subjective auditor judgment due to the nature and extent of the audit effort required and the level of uncertainty associated with such forecasts.

The primary procedures we performed to address this critical audit matter included:

•Testing the reasonableness of certain assumptions used in forecasted EBITDA by: (i) comparing to historical operating performance, (ii) comparing the consistency with evidence obtained in other areas of the audit, and (iii) evaluating the consistency with external market data and industry data.

•Testing the reasonableness of certain assumptions used in forecasted diluted shares by comparison to external market data.

Goodwill Impairment Assessment

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s goodwill balance was $1.04 billion as of December 31, 2023, which is allocated to the Company’s reporting units. The Company conducts a goodwill impairment test on October 1st each year, or more frequently when changes in circumstances or other conditions suggest impairment may have occurred. During the quarter ended September 30, 2023, the Company concluded that a triggering event occurred, which resulted in an interim quantitative impairment test as of September 30, 2023. An impairment exists when the carrying value of its Fire Safety or Specialty Products reporting units exceeds its fair value. The Company estimates the fair value of its reporting units using a combination of an income and a market approach. The determination of the fair value of the reporting units requires management to make significant estimates and assumptions, the most significant being revenue growth rates, operating margins, the discount rate (weighted average cost of capital), and market multiples of comparable peer companies.

We identified the goodwill impairment assessment for the Fire Safety and Specialty Products reporting units as a critical audit matter. The principal consideration for our determination is the significant judgment used to evaluate certain assumptions used to determine the fair value of the reporting units, such as the selection of the valuation approaches, the weighting of the approaches, the forecasted revenue growth rates and operating margins, the discount rate included in the income approach, and the market multiples of EBITDA included in the market approach. Auditing the estimates and assumptions required increased auditor judgment and effort including the use of valuation specialists.

The primary procedures we performed to address this critical audit matter included:

•Testing the reasonableness of the forecasted revenue growth rates by: (i) comparing to historical operating performance, (ii) comparing the consistency evidence obtained in other areas of the audit, and (iii) evaluating the consistency with external market data and industry data.

•Testing the reasonableness of the forecasted operating margins by comparing to historical operating performance.

•Utilizing personnel with specialized knowledge and experience in valuation to assist in: (i) evaluating the appropriateness of the valuation approaches used to determine the fair value of the reporting units, including the weighting of the income and market approaches, (ii) evaluating the reasonableness of the discount rate and market multiples used by comparing the inputs to external market data.

/s/BDO USA, P.C.

We have served as the Company’s auditor since 2021.

Houston, Texas

February 22, 2024

Shareholders and Board of Directors

Perimeter Solutions, SA

Grand Duchy of Luxembourg

Opinion on Internal Control over Financial Reporting

We have audited Perimeter Solutions, SA (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2023 and 2022 (Successor), for the period from November 9, 2021 through December 31, 2021 (Successor), and for the period from January 1, 2021 through November 8, 2021 (Predecessor), and the related notes (collectively referred to as “the financial statements”) and our report dated February 22, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

Houston, Texas

February 22, 2024