JOST Werke : Financial Report Document (Einzelabschluss JOST Werke SE 2023 EN web)

- 2 -

JOST Werke SE

Annual Financial Statements 2023

The Management Report of JOST Werke SE is combined with the Group Management Report in accordance with Section 315 (5) of the German Commercial Code (HGB) and is published in the Annual Group Report 2023 of the JOST Werke SE.

The Annual Financial Statements and the Management Report of JOST Werke SE for the year 2023 are published in the German Federal Gazette.

The Annual Financial Statements 2023 and the Annual Group Report 2023 of the JOST Werke SE can be found in the Investor Relations section of our website at http://ir.jost-world.com/reports.

These documents represent the English translation of the German "Jahresabschluss," which is the sole binding version

- 3 -

JOST Werke SE, Neu-Isenburg

Balance sheet as of December 31, 2023

Assets

	12/31/2023	12/31/2022
	EUR	EUR
A. Fixed assets
I. Financial assets
Shares in affiliated companies	706,046,424.48	706,046,424.48

		706,046,424.48	706,046,424.48
B. Current assets
I. Receivables and other assets
1.	Receivables from affiliated companies	131,324,326.95	126,634,250.51
2.	Other assets	58,581.22	61,006.84
		131,382,908.17	126,695,257.35

C. Prepaid expenses

491,546.70

690,110.08

837,920,879.35

833,431,791.91

- 4 -

		12/31/2023	12/31/2022
		EUR	EUR
A. Equity
I.	Subscribed capital	14,900,000.00	14,900,000.00
II.	Capital reserves	390,882,831.00	421,132,787.34
III. Net retained profits	22,350,000.00	20,860,000.00
		428,132,831.00	456,892,787.34
B. Provisions
I.	Tax provisions	271,623.00	104,226.00
II.	Other provisions	4,285,956.15	11,208,610.64
		4,557,579.15	11,312,836.64
C. Liabilities
I. Liabilities to banks	268,183,991.80	276,749,637.16
II. Trade payables	217,224.44	308,379.92
III. Liabilities to affiliated companies	136,066,672.73	87,404,103.00
IV. Other liabilities	762,580.23	764,047.85
thereof taxes: EUR 261,091.69 (previous year: EUR 279,206.45)
		405,230,469.20	365,226,167.93
		837,920,879.35	833,431,791.91

- 5 -

JOST Werke SE, Neu-Isenburg

Income statement for the period from

January 1 to December 31, 2023

		2023	2022
		EUR	EUR
1.)	Sales	4,286,493.85	5,271,560.31
2.)	Other operating income	7,571,732.43	1,020,350.11
	of which from currency translation EUR 0 (previous year: EUR 0)
3.)	Gross revenue	11,858,226.28	6,291,910.42
4.)	Personnel expenses
	a) Wages and salaries	-4,431,313.55	-4,848,731.11
	b) Social security, post-employment and
	other employee benefit costs	-68,274.42	-66,513.14
		-4,499,587.97	-4,915,244.25
5.)	Other operating expenses	-3,828,458.76	-6,615,368.28
6.)	Other interest and similar income	5,532,447.65	2,413,400.40
	of which from affiliated companies EUR 4,628,655.68
	(previous year: EUR 1,621,913.59)
	Write-downs of financial assets	0.00	0.00
7.)	Interest expenses	-16,748,429.90	-5,458,864.81
	of which due to affiliated companies EUR -3,389,571.17
	(previous year EUR 0)
8.)	Income taxes	-271,623.00	0.00
9.)	Profit/loss after taxes	-7,957,425.70	-8,284,166.52
10.)	Other taxes	57,469.36	-152.00
11.)	Net loss for the year	-7,899,956.34	-8,284,318.52
12.)	Retained profits brought forward from the previous year	0.00	745,000.00
13.)	Withdrawals from capital reserves	30,249,956.34	28,399,318.52
14.)	Net retained profits	22,350,000.00	20,860,000.00

- 6 -

JOST Werke SE, Neu-Isenburg

Notes to the Financial Statements for Fiscal Year 2023

1. General Information
   JOST Werke SE (hereinafter also the "company") was founded as Cintinori Holding GmbH on February 27, 2008. On June 23, 2017, Cintinori Holding GmbH was converted from a German private limited company (GmbH) into a German public limited company (AG) and renamed JOST Werke AG. This was entered in the commercial register on July 7, 2017. Its shares were traded on the Frankfurt Stock Exchange for the first time on July 20, 2017. On May 5, 2022, the Annual General Meeting of JOST Werke AG resolved to transform JOST Werke AG into a European company (societas europaea (SE) with a majority of 99.99 %. On November 22, 2022, employee and employer representatives signed the participation agreement that will govern co-determination in the workplace at JOST Werke SE in the future. The transformation was entered in the commercial register on March 20, 2023.
   The registered office of the company is Siemensstrasse 2, 63263 Neu-Isenburg. The company is entered in the commercial register of the Offenbach/Main Local Court under section B with the registration number 50149.
   JOST Werke SE's financial statements for the fiscal year have been prepared in accordance with the provisions of the current version of the Handelsgesetzbuch (HGB - German Commercial Code), taking into account the Aktiengesetz (AktG - German Stock Corporation Act). JOST Werke SE is a large corporation as referred to by section 267(3) sentence 2 HGB.
   The fiscal year is the calendar year.
   The annual financial statements have been prepared in euro (EUR). The income statement uses the total cost (nature of expense) method.

1. Accounting policies
   Long-termfinancial assets are carried at cost. They are written down to lower fair value if impairment is expected to be permanent. Impairment losses are reversed if the reasons for the write-downs no longer apply.
   Receivables and other assets are carried at nominal amount.
   Appropriate specific valuation allowances are recognized for receivables and other assets where circumstances are known that may cause doubt regarding the collectability of the receivables or the recoverability of the other assets.
   Prepaid expenses comprise expenditure before the reporting date for expenses for a specific period after the balance sheet date. The discount contained in the company's

- 7 -

refinancing is written down over the term of the liabilities arising from the (promissory note) loans. Measurement is at nominal amount.

Subscribed capital is shown at its nominal amount.

Provisions make appropriate allowance for all identifiable risks and obligations in accordance with prudent business judgment. They are measured at the settlement amount considered necessary in accordance with prudent business judgment. Provisions with a remaining term of more than one year are discounted at the average market interest rate of the past seven fiscal years corresponding to their remaining term.

In 2023, the company set up a long-term incentive plan (2023 LTIP) for executives following the expiry of the old program (2019 LTIP). The objective of the 2023 LTIP is to allow selected skilled workers and executives within the JOST Werke Group to share in its business success (reflected by the price performance of the ordinary shares of JOST Werke SE) and to create long-term loyalty to the JOST Werke Group through this program. The rights under the LTIP in the form of virtual shares establish an entitlement to cash payment based on the performance of a virtual portfolio of JOST Werke shares. The set special payment is invested in virtual JOST Werke shares in four installments with a holding period of two years, whereby the amount of the respective installment is dependent on the degree to which targets are achieved. Target achievement can range between 20 % and 150 %. A minimum 20 % payment of the respective installment is therefore guaranteed, and it is capped at 150 %. The global business goals are discussed and set by the Executive Board together with JOST Werke executives at a management meeting at the start of each year. The level of target achievement is determined by comparing the respective targets to the business goal applicable under the LTIP and the actual values achieved. This is determined in the same way as the calculation of the annual bonus.

The investment amount is the arithmetic average of the volume-weighted price of JOST Werke SE shares in Xetra trading on the Frankfurt Stock Exchange over the last 30 trading days before the reference date. The disbursement amount is the arithmetic average of the volume-weighted price of JOST Werke SE shares in Xetra trading on the Frankfurt Stock Exchange over the last 30 trading days before the reference date. The reference dates are April 1 of the year of investment/disbursement. Dividend payments in the vesting period of each tranche are reinvested on the ex-date of the distribution and increase the number of virtual shares. The distribution amount per tranche, per virtual share, is capped at four times the investment amount of the respective virtual share.

The company also introduced an LTIP for the Executive Board from fiscal 2022 (2021 remuneration system). Under this plan, 55 % of the total performance-related bonus for the Executive Board will be invested virtually in shares of the company as a sustainable LTI component (hereinafter referred to as stock awards). The stock awards are sold four fiscal years after the base year, and the sale proceeds fall due for payment two weeks

- 8 -

after the adoption of the audited consolidated financial statements for the target year. The vesting period and the maximum term of the LTI are 2 and 5 years, respectively. Between the date of the virtual investment and the virtual sale, distributed dividends are in each case treated as if they had been reinvested in stock awards at the distribution date.

If an Executive Board member's employment contract is effectively terminated ahead of time, all stock awards granted for the last twelve months prior to termination expire. If an employment contract is terminated during the year, the stock awards allocated for the penultimate base year expire on a pro rata basis to the extent that the employment contract terminates before the end of the current fiscal year.

In fiscal 2023, a total of EUR 508 thousand was converted into 11,795 virtual shares for

the Executive Board	(2022:	EUR 454 thousand	into	8,676	virtual	shares),
EUR 381 thousand of	which	was converted into	8,846	virtual	shares	(2022:

EUR 340 thousand into 7,034 virtual shares) for the stock program starting on January 1 and EUR 127 thousand into 2,949 virtual shares (2022: EUR 114 thousand into 2,345 virtual shares) for the stock program starting on September 1.

The stock awards are settled in cash on maturity. The fair value of the virtual shares was determined using a Monte Carlo simulation with the following parameters as of December 31, 2023:

	Dec. 31, 2023
	EUR
JOST Werke share price	42.00
JOST Werke expected volatility	32.90 %
JOST Werke dividend yield	4.40 %
Risk-free interest rate	1.90 %
Fair value	EUR 488 thousand

The average of the share prices at the beginning and end of the reference period, dividends within the total shareholder return approach and the cap on total remuneration were taken into consideration in the Monte Carlo simulation.

As of December 31, 2023, 17,143 virtual shares (2022: 8,676 virtual shares) are

outstanding with a provision of EUR 391 thousand (2022: EUR 152 thousand) accrued by that date. The expense recognized in the fiscal year amounts to EUR 239 thousand (2022: EUR 152 thousand). 3,254 virtual shares were forfeited and 3,254 became vested in the reporting period.

Hedge accounting in accordance with section 254 HGB was not used for derivative financial transactions. As executory contracts, these transactions are off-balance sheet. However, if losses are expected from these transactions, a provision is recognized on

- 9 -

the basis of the negative market prices. The resulting unrealized losses are recognized in profit or loss.

Liabilities are carried at their settlement amount.

Deferred taxes are recognized on the differences between the financial accounts and the tax accounts, provided that they are expected to reverse in subsequent fiscal years. Deferred taxes are calculated using a tax rate of 27.38 %. There was an excess of deferred tax assets after netting deferred tax assets and liabilities (total difference analysis) as of the balance sheet date. This is as a result of differences in the measurement of other provisions and loss carryforwards in particular. The company has not exercised the capitalization option of section 274(1) sentence 2 HGB, hence excess deferred taxes are not reported in the balance sheet.

Short-termforeign currency receivables and liabilities (remaining term of one year or less) are converted at the average spot exchange rate on the balance sheet date. Transactions in foreign currencies are measured at the historical exchange rate at the time of initial recognition. As a simplification, intra-year measurement is based on the average spot exchange rate on the last day of the previous month.

- 10 -

1. Balance sheet disclosures
   1. Fixed assets / financial assets

The changes in fixed assets are as follows as of the balance sheet date:

Statement of changes in fixed assets

for the period from January 1 to December 31, 2023

		Acquisition cost		Write-downs/reversals
	As of	Addition	Disposal	As of	As of	Addition	As of	Book values	Book values
	01/01/2023			12/31/2023	01/01/2023		12/31/2023	12/31/2023	12/31/2022
	EUR thousand	EUR thousand	EUR thousand	EUR thousand	EUR thousand	EUR thousand	EUR thousand	EUR thousand	EUR thousand
Shares in affiliated companies	706,046	0	0	706,046	0	0	0	706,046	706,046
Financial assets	706,046	0	0	706,046	0	0	0	706,046	706,046

Total

706,046

0

0

706,046

0

0

0

706,046 706,046

Shareholdings in accordance with section 285 no. 11 HGB are as follows: