Sixt : Annual Report Sixt SE 2023

Sixt SE Pullach

Annual financial statements for the financial year from 1 January to 31 December 2023

Translation from German original - in case of doubt the German version prevails.

NOTE ON THE COMBINED MANAGEMENT REPORT

The Management Report of Sixt SE and the Consolidated Management Report are combined and published according to section 315 (3) German Commercial Code (HGB) in conjunction with section 298 (2) HGB in the Annual Report 2023.

The annual financial statements of Sixt SE and the Combined Management Report for the fiscal year 2023 are submitted to the agency that maintains the company register (Unternehmensregister) and published in the company register.

The annual financial statements of Sixt SE as well as the annual report for fiscal year 2023 are also available on the internet at ir.sixt.eu.

Sixt SE, Pullach

Statement of financial position as at 31 December 2023

Assets

EUR

Equity and liabilities

31 Dec. 23

31 Dec. 22

EUR

EUR

EUR

EUR

EUR

A. FIXED ASSETSI. Intangible Assets

Concessions paid,

Industrial property rights and similar rights

II. Property and equipment

1. Other fixtures, operating and office equipment

2. Advance payments and assets under construction

III. Financial Assets

Shares in affiliated companies

B. CURRENT ASSETS

• I. Inventories

  Raw materials, consumables and supplies

• II. Receivables and other assets

• 1. Trade receivables

• 2. Receivables from affiliated companies

• 3. Receivables from other investees

• 4. Other Assets

III. Cash and bank balances

C.

Prepaid expenses

20,79549,208

20,79549,208

3,925,236 0 3,925,236

4,159,615

992,754,797

1,079,930,657

992,754,7971,079,930,657

157,717

180,215

1,185,9942,537,683,12911,63414,684,547

2,950,8752,046,282,387 30,742 12,008,157

2,553,565,3042,061,272,162

3,553,135,2333,148,124,668

A. EQUITY

I. Subscribed Capital (Conditional capital: EUR 15,360,000; previous year: kEUR 15,360)

II. Capital ReservesIII. Retained Earnings

Other Retained Earnings

IV. Unappropriated profit

- Thereof profit carry-forward EUR 103,319,795.90 (previous year: kEUR 279,796)

B. PROVISIONS

1. Provisions for taxes

2. Other Provisions

C. LIABILITIES

1. Bonds 550,000,000

850,000,000
1,683,078,868	1,339,731,472
8,648,316	16,057,687
228,838,271	337,669,475
32,978,803	13,006,019

2. Liabilities to banks

• 3. Trade payables

• 4. Liabilities to affiliated companies

5. Other liabilities

120,174,996120,174,996

203,173,252203,173,252

113,538,258113,538,258

246,473,256390,475,238

683,359,763827,361,745

22,279,25224,032,833

43,951,96040,265,438

66,231,21364,298,271

2,803,544,2582,256,464,653

3,553,135,2333,148,124,668

1

Sixt SE, Pullach

Statement of income for the period from 1 January to 31 December 2023

State of Income

2023	Previous Year
EUR	EUR
127,926,972	108,946,926
340,508,958	351,539,424
2,325,508	2,386,306
114,951,491
14,033,598
148,990,872	128,985,089
1,464,854	1,129,047
375,687,925	389,453,503
219,852,034	190,878,987
24,582	6,751
88,900,299	45,105,283
24,851	324,531
90,357,427	35,922,332
15,207,948	27,597,198
143,153,461	110,679,367
103,319,796	279,795,871
15.	246,473,256	390,475,238
2

EUR

• 1. Revenue

• 2. Other operating income

• 3. Fleet Expenses

• 4. Personnel Expenses a) Wages and salaries

  (b) Social security contributions

• 5. Amortisation of intangible assets and depreciation for property and equipment

• 6. Other operating expenses

• 7. Income from investments

• 8. Income from profit transfer agreements

• 9. Other interest and similar income

• 10. Cost of loss absorption

• 11. Interest and similar expenses

• 12. Taxes on income

• 13. Result after taxes = net income for the year

• 14. Retained profits brought forward

Unappropriated profit

133,309,09715,681,775

Notes of Sixt SE, Pullach, for the 2023 financial year

1. GENERAL INFORMATION ON THE ANNUAL FINANCIAL STATEMENTS

Sixt SE, domiciled in Pullach, is registered in the Commercial Register B of the Munich District Court (HRB 206738).

The annual financial statements are prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG).

At the closing date, the company exhibits the size characteristics of a large corporation as defined in section 267 (3) of the German Commercial Code (HGB).

The balance sheet classification is in accordance with the format stipulated in section 266 of the HGB. The statement of income was prepared according to the total cost method in accordance with section 275 (2) of the HGB. Previous year's comparative figures are indicated.

In the case of supplementary "of which" disclosures, the information was always provided in the notes of the financial statements in order to ensure clarity.

The Company's fiscal year is the calendar year.

2. INFORMATION ON ACCOUNTING AND VALUATION METHODS AND CURRENCY TRANSLATION

2.1 ACCOUNTING AND VALUATION METHODS

Intangible assets acquired were valued at cost less scheduled straight-line depreciation over useful lives of three to five years.

Property and equipment was valued at acquisition or manufacturing costs, including ancillary costs, less reduction in acquisition prices, less scheduled straight-line depreciation for useful lives of three to eleven years. Assets with acquisition costs ranging from EUR 251 to EUR 800 are fully depreciated in the year of acquisition.

Financial assets are recognized at the cost of acquisition or, if the impairment in value is likely to be permanent, at the lower fair value. No use has been made of the impairment option if the diminution in value is likely to be only temporary.

Inventories are generally valued at cost, taking into account the strict lower-of-cost or market principle.

Receivables and other assets are valued at their nominal value or lower fair value, taking into account all identifiable risks. As in the previous year, the receivables have a remaining term of up to a maximum of one year.

Cash and bank balances are valued at nominal value.

Prepaid expenses include expenses prior to the reporting date, which represent expenses for a specific period after that date. These are dissolved on a straight-line basis according to the underlying contract term.

The provisions are recognized at the expected settlement amount, which is necessary according to a reasonable commercial assess-ment. If necessary, expected cost increases and discounting are taken into account.

Liabilities are recognised at the repayable amount.

Expenses and income are allocated to the period to which they relate.

The depreciation is calculated on the basis of the estimated useful lives of the assets.

Interest income and expenses are accrued, taking into account the outstanding loan amount and the applicable interest rate.

Income from profit transfer agreements or cost of loss absorption are recognized at the end of the financial year. Income from investments is recognized when the legal entitlement to payment arises.

2.2 FOREIGN CURRENCY CONVERSION

Receivables and other assets denominated in foreign currency are recorded at the average spot exchange rate at the time of their receipt and are valued at the balance sheet date in accordance with the acquisition cost principle and the realization principle. Short-term foreign currency receivables or payables are translated at the exchange rate on the balance sheet date (section 256a German Commercial Code).

3. EXPLANATIONS AND INFORMATION ON INDIVIDUAL ITEMS IN THE ANNUAL FINANCIAL STATEMENTS

3.1 BALANCE SHEET

The development of fixed assets is shown in the fixed assets table (point 3.3) as an integral part of the Notes.

Receivables from affiliated companies refer in amount of kEUR 237,479 (previous year: kEUR 232,663) to trade receivables and in amount of kEUR 2,300,204 (previous year: kEUR 1,813.620) to receivables from financing.

The other assets mainly comprise tax receivables.

The prepaid expenses in the amount of kEUR 2,121 (previous year: kEUR 2,758) mainly relate to expense items paid before the balance sheet date, although they relate economically to the following financial year.

Equity

Subscribed Capital

The share capital is divided into:

No par value	Nominal
shares	value
in EUR
Ordinary Shares	30,367,112	77,739,807
Non-voting preference shares	16,576,246	42,435,189
Total as of 31.12.2023	46,943,358	120,174,996

Ordinary shares are bearer shares with the exception of two registered shares, while the preference shares are exclusively bearer shares. Both categories of shares are no-par value shares. The notional interest in the share capital is EUR 2.56 per share. The prefer-ence shares entitle the holders to receive a dividend EUR 0.02 per share higher than that of the ordinary shares and a minimum dividend of EUR 0.05 per share from net retained profit for the year. The share capital is fully paid up.

Treasury shares

By resolution of the Annual General Meeting of 24 June 2020 the Management Board, with the consent of the Supervisory Board, is authorised, as specified in the proposed resolution, to acquire in the period up to and including 23 June 2025 treasury shares in the amount of up to 10% of the company's share capital at the time of the authorisation or, if lower, at the time of the exercise - including the use of derivatives in the amount of up to 5% of the share capital. The authorisation may be exercised wholly or partially, on one or more occasions for any purpose permitted by law. Acquisitions for the purpose of trading in treasury shares are excluded.

As part of the stock performance programs for selected employees and executives, the company concluded share price hedging trans-actions in the form of total return equity swaps with banks as counterparty with effect from 5 May 2021, 8 April 2022, and 11 May 2023.

These hedging transactions are settled only in cash. The underlying shares were acquired by the bank solely to hedge its own risk, therefore the bank is not obliged to Sixt to hold these underlying shares, but entitled to sell them at any time for its own account. For this reason, the underlying shares are not acquired or held by the bank for the account of the company and there is no disclosure provided about the actual holdings at the bank.

However, the company decided, in order to increase transparency, to report the acquisition and sale of the underlying shares by the bank within the total equity return swaps and thereby treated the acquisition as an acquisition of shares by a third party for the account of the company. As underlying shares, a total of 25,193 ordinary shares of the company were acquired by the bank on the stock ex-change in May 2021 and a total of 74,406 ordinary shares in May 2022. In May 2023 a total of 90,451 ordinary shares of the company were acquired by the bank on the stock exchange at a purchase price of EUR 10,357,544.01 and also in May 2023 a total of 12,926 ordinary shares of the company was disposed on the stock exchange at a sales price of EUR 1,484,188.35.

The authorisation to acquire treasury shares has not yet been fully exercised as at the reporting date. As in the previous year, Sixt SE did not hold any treasury shares as at 31 December 2023.

Authorised capital

By resolution of the Annual General Meeting of 24 June 2020 the Management Board is authorised to increase the share capital on one or more occasions in the period up to and including 23 June 2025, with the consent of the Supervisory Board, by up to a maximum of EUR 32,640,000 by issuing new no-par value bearer shares against cash and/or non-cash contributions (Authorised Capital 2020). The authorisation also includes the power to issue new non-voting preference shares up to the legally permitted limit. For the distribution of profits and/or company assets, these non-voting preference shares are ranked equal to the non-voting preference shares previously issued.

In principle the shareholders of Sixt SE are granted the statutory subscription right. However, the Management Board is authorised, with the consent of the Supervisory Board, to exclude the subscription right under certain conditions, which follow entirely from the resolution passed by the Annual General Meeting on 24 June 2020.

The Management Board is authorised, with the consent of the Supervisory Board, to stipulate the further details of the pre-emptive rights and the terms and conditions of the share issue. The Management Board may resolve, with the consent of the Supervisory Board, that the new shares shall also carry dividend rights from the beginning of the financial year preceding their issue if the Annual General Meeting has not adopted a resolution on the appropriation of the profit for the financial year in question at the time the new shares are issued.

As at 31 December 2023 the authorisation has not been exercised.

Conditional Capital

By resolution of the Annual General Meeting of 24 June 2020, the Management Board is authorised to issue on one or more occasions in the period up to and including 23 June 2025, with the consent of the Supervisory Board, convertible and/or bonds with warrants registered in the name of the holder and/or bearer by up to a maximum of EUR 350,000,000 with a fixed or open-ended term and to grant conversion or option rights to holders and/or creditors of convertible and/or bonds with warrants to acquire a total of up to 6,000,000 new ordinary bearer shares in Sixt SE and/or to provide corresponding conversion rights for the company.

Taking due account of statutory requirements, the respective conversion or option rights may provide for the subscription of ordinary bearer shares and/or preference bearer shares without a voting right. The convertible and/or bonds with warrants may also be issued by a German or foreign company in which Sixt SE is directly or indirectly invested with a majority of votes and capital. In this case, the Management Board is authorised on behalf of the issuing company to take on the guarantee for repayment of the convertible and/or bonds with warrants and the payment of interest due thereon and to grant the bearers and/or creditors of such convertible and/or bonds with warrants conversion or option rights on shares of Sixt SE. Convertible and/or bonds with warrants may be issued against cash and/or non-cash contributions. The shareholders of Sixt SE are in principle granted the statutory subscription right. However, the Man-agement Board is authorised to exclude the subscription right under certain conditions, with the consent of the Supervisory Board, which follow fully from the resolution passed by the Annual General Meeting on 24 June 2020.

In this context, the company's share capital was conditionally increased based on the resolution passed by the Annual General Meeting on 24 June 2020 by up to EUR 15,360,000 (Conditional Capital 2020). The conditional capital increase serves to grant shares to the holders or creditors of convertible bonds and holders of option rights from bonds with warrants, which were issued up until and including 23 June 2025 on the basis of the aforelisted resolution passed by the Annual General Meeting on 24 June 2020, by the company or a German or foreign subsidiary, in which the company directly or indirectly holds a majority of voting rights and capital. The conditional capital increase is only to be effected insofar as the conversion or option rights from the aforelisted convertible and/or bonds with warrants are actually exercised or the conversion obligations from such bonds are fulfilled and no other form of settlement is being used. The new shares will be issued at the option and/or conversion price to be determined in accordance with the authorisation of the Annual General Meeting of 24 June 2020. The new shares are entitled to take part in the company's profit as at the beginning of the financial year in which the conversion and/or option rights were exercised or in which the conversion obligations were fulfilled. Instead, the new shares are entitled to take part in the company's profit as at the beginning of the financial year prior to the year of their issue, when at the time of issue of the new shares the resolution of the Annual General Meeting for the appropriation of earnings for this year has not been passed. The Management Board is authorised to determine further details for implementing the conditional capital increase.

As at 31 December 2023 the authorisation has not been exercised.

Profit participation bonds and rights

By resolution of the Annual General Meeting of 16 June 2021, the Management Board is authorised to issue, on one or more occasions, in the period up until and including 15 June 2026, with the consent of the Supervisory Board, profit participation bonds and/or rights registered in the name of the holder and/or bearer by up to a maximum of EUR 350,000,000 with a fixed or open-ended term against cash and/or non-cash contributions. The profit participation bonds and rights issued under this authorisation may not provide for con-version or subscription rights to shares of the company. The issue can also be effected by a company in which Sixt SE is directly or indirectly invested with a majority of the votes and capital. In this case, the Management Board is authorised to assume the guarantee for the issuing company on behalf of Sixt SE that the ensuing liabilities will be met. The shareholders of Sixt SE are in principle granted the statutory subscription right. However, with the consent of the Supervisory Board, the Management Board is authorised to exclude the subscription right under certain conditions, which follow fully from the resolution passed by the Annual General Meeting on 16 June 2021.

As at 31 December 2023 the authorisation has not been exercised.

Retained Earnings

kEUR

As at 1.1.2023 113,538

As at 31.12.2023 113,538

Other provisions include provisions for not yet received invoices amounting to kEUR 11,341 (previous year: kEUR 12,888) and pro-visions for staff in the amount of kEUR 32,611 (previous year: kEUR 27,378).

The maturity of liabilities is shown in the following schedule of liabilities (section 3.4).

Of the liabilities to affiliated companies, kEUR 40,950 (previous year: kEUR 38,936) relate to trade payables and kEUR 187,888 (previous year: kEUR 298,734) relate to liabilities from financing.

Other liabilities mainly relate to accrued interest in the amount of kEUR 28,991 (previous year: kEUR 7,439) and also include tax liabilities in the amount of kEUR 2,551 (previous year: kEUR 2,246) and social security liabilities in the amount of kEUR 84 (previous year: kEUR 35).

Deferred Taxes

Deferred taxes are calculated at a tax rate of 24.93% (i.e.15% corporate income taxrate plus 5.5% solidarity surcharge and 9.1% trade tax). Deferred taxes are the result of deviating valuation measurements of financial assets and other provisions and liabilities between commercial law and tax law.

Taking into account tax loss carryforwards at the end of 2023 results in a deferred tax asset. The accounting option to capitalize those assets in accordance with section 274 para. 1 sentence 2 of the German Commercial Code has not been exercised.

3.2 INCOME STATEMENT

Revenue includes mainly license and franchise revenues from affiliated companies.

Other operating income includes, in particular, income from inter-company recharges arising from transfer pricing agreements. A total of kEUR 103,556 (previous year: kEUR 130,844) results from currency translation. The other operating income includes a total of kEUR 427 (previous year: kEUR 4,195) relating to other periods.

Other operating expenses relate in particular to advertising costs, commission fees, fees for rights, licenses and concessions as well as audit and consulting costs. In addition, expenses from currency translation amounting to kEUR 116,407 (previous year: kEUR 153,574) are included. Non-periodic expenses are not included.

Income from investments in the amount of kEUR 219,852 (previous year: kEUR 190,879) as in the previous year, relate to the full amount to affiliated companies.

The item other interest and similar income includes interest from affiliated companies in the amount of kEUR 86,858 (previous year: kEUR 44,581).

The item other Interest and similar expenses includes interest to affiliated companies in the amount of kEUR 7,534 (previous year: kEUR 8,446).

As in the previous year, the income from profit transfer agreements and the cost of loss absorption fully relate to affiliated companies.

The Income taxes mainly relate to corporate income tax, including a total of kEUR 4,683 tax income relating to other periods (previous year: tax expenses relating to other periods of kEUR 14,362).

In Germany, the regulations proposed by the OECD on "Tax Challenges Arising from Digitalisation of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two)" were implemented into national law with effect from 1 January 2024. According to these regulations, additional taxes will be levied in Germany on the profits of subsidiaries if these are taxed at an effective tax rate of less than 15%. This will have no impact on the tax expense for the 2023 financial year, as the rules are not applicable until 2024.

Sixt SE is still examining the effects of this legislation on future profitability. According to the investigations already carried out, if these regulations had already applied in the 2023 financial year, the tax expense of Sixt SE would have increased by less than 0.6%.

Extraordinary Circumstances, according to. section 285 No. 31 HGB, have not occurred.

3.3 FIXED ASSETS SCHEDULE: DEVELOPMENT OF FIXED ASSETS AS OF 31 DECEMBER 2023 OF SIXT SE

I. Intangible Assets

Paid concessions, industrial property rights and similar rights

Intangible Assets

II. Property and equipment

• 1. Other fixtures, operating and office equipment

• 2. Advance payments and assets under construction

Property and Equipment

III. Financial Assets

Shares in affiliated companies

Financial Assets

Acquisition and manufacturing costs 01/01/2023

EUR

3,777,2113,777,211

0

10,420,825

1,098,585,9551,098,585,955

AdditionsDisposalsTransfersFinal BalanceAccumulated depreciationAdditionsDisposalsAccumulated depreciation

Book ValuesBook Values

31/12/2023

01/01/2023

31/12/2023

31/12/2023

31/12/2022

EUREUREUR

EUR

EUREUREUR

EUR

EUR

EUR

00

00

00

3,777,2113,777,211

3,728,0023,728,002

28,41328,413

00

3,756,4163,756,416

20,79549,208

20,79549,208

1,697,624

331,517

00

11,786,932

6,495,588

1,436,441

304,713

7,627,316

4,159,615

3,925,236

2,034,107

336,483

331,517

0

336,483

0

12,123,415

6,495,588

0

1,436,441

0

304,713

0

7,627,316

0

4,496,098

336,483

0 3,925,236

262,924,140262,924,140

350,100,000350,100,000

01,011,410,095

18,655,298

0

0

18,655,298

992,754,7971,079,930,657

0

1,011,410,095

18,655,298

0

0

18,655,298

992,754,7971,079,930,657

Total Fixed Assets

264,958,247

350,431,517

0

1,027,310,721

28,878,889

1,464,854

304,713

30,039,030

997,271,6911,083,905,101

8