I

Interim Report of SUSE S.A. and its subsidiaries ("the SUSE Group")

For the six months ended 30 April 2023

Innovate

Everywhere

Table of contents

  1. Interim Consolidated Management Report
  1. Responsibility Statement

Interim Condensed Consolidated Financial Statements and Notes

(unaudited)

  1. Interim Condensed Consolidated Statement of Comprehensive Income
  1. Interim Condensed Consolidated Statement of Financial Position

9 Interim Condensed Consolidated Statement of Changes in Equity

11 Interim Condensed Consolidated Statement of Cash Flows

13 Notes to the Interim Condensed Consolidated Financial Statements

SUSE S.A.

11-13 Boulevard de la Foire L-1528 Luxembourg

R.C.S. Luxembourg B 225816

Interim Consolidated Management Report

Introduction

SUSE S.A. (the "Company") (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 11-13 Boulevard de la Foire, L-1528 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B225816.

Key events

  1. CEO change

On 21 March 2023, SUSE announced that CEO Melissa Di Donato had decided to step down, having led SUSE during its transformation into one of the world's leading enterprise software companies. The Supervisory Board appointed industry veteran Dirk-Peter van Leeuwen as new CEO, effective 1 May 2023. Andy Myers, SUSE's CFO, led the Company as CEO on an interim basis from 21 March 2023 to 1 May 2023.

  1. Management board change

Following Melissa Di Donato's decision to step down, Andrew McDonald was appointed to the Management Board with immediate effect and on an interim basis to support the orderly transition to Dirk-Peter van Leeuwen. Andrew has been Chief Legal Officer & Company Secretary of the Company since March 2021.

  1. Supervisory board change

On 31 March 2023, Dr Ariane Reinhart stepped down from the Supervisory Board after serving on the board since the time of the Company's IPO in May 2021. The Supervisory Board appointed Philipp Woerner, an EQT Director, to the Supervisory Board with effect from 31 March 2023 until the Company's next shareholder meeting. This means that EQT's representation on the Supervisory Board is two, returning to the make-up of the Supervisory Board at the time of the Company's IPO.

  1. Sales re-organization

SUSE's salesforce re-organization, which was completed in the first half of the financial year, did not gain the expected level of traction and this impacted performance. Early in the second half of the financial year, under the new CEO, SUSE therefore implemented a new sales structure to enable closer customer relationships, unlocking sales of SUSE's full portfolio through one single point of contact.

  1. AGM

On 23 March 2023, SUSE held its Annual General Meeting for the financial year which ended on 31 October 2022. All resolutions were adopted, with 89% of issued shares present or represented at the meeting.

Risks and uncertainties

The Group's business model, future performance, solvency, liquidity and reputation are exposed to a variety of risks and uncertainties, including risks related to the Group's business activities and industry and specific legal and regulatory risks. The risks and uncertainties identified are consistent with those disclosed in the last annual financial statements for the year ended 31 October 2022.

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Interim report of SUSE S.A. and its subsidiaries ("the SUSE Group")

For the six months ended 30 April 2023

Interim Consolidated Management Report (continued)

Related party transactions

All transactions with related parties are conducted on an arm's-length basis and in accordance with normal business terms. Transactions between related parties that are Group subsidiaries are eliminated on consolidation. Further details are included in Note 17.

Outlook

SUSE continues to grow, with high profit margins and cash generation.

However, trading was softer than anticipated in the quarter ended April 30, 2023. The impact of the ongoing economic uncertainty on customers' decision making resulted in further delays to the completion of new contracts and a reduction in average contract lengths. Furthermore, the recent salesforce reorganization did not gain the expected level of traction and impacted performance. Growth in sales through the Cloud route-to- market were also lower than anticipated. These have collectively led to downward pressure on current and expected revenues and cashflow in 2023.

Despite these current headwinds, SUSE's markets continue to grow, and its business model is resilient ensuring it remains well placed to deliver on its long-term potential.

Dirk-Peter van Leeuwen

Member of the Management Board SUSE S.A.

Andrew McDonald

Member of the Management Board

SUSE S.A.

5 July 2023

Jonathan Atack

Member of the Management Board

SUSE S.A.

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Interim report of SUSE S.A. and its subsidiaries ("the SUSE Group")

For the six months ended 30 April 2023

Responsibility Statement

We, Dirk-Peter van Leeuwen (Chief Executive Officer), Jonathan Atack (Interim Chief Financial Officer), and Andrew McDonald (Chief Legal Officer & Company Secretary), confirm to the best of our knowledge, and in accordance with the applicable reporting principles, the Interim Condensed Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the Interim Consolidated Management Report, includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.

Dirk-Peter van Leeuwen

Member of the Management Board SUSE S.A.

Andrew McDonald

Member of the Management Board

SUSE S.A.

Jonathan Atack

Member of the Management Board

SUSE S.A.

5 July 2023

5

Interim report of SUSE S.A. and its subsidiaries ("the SUSE Group")

For the six months ended 30 April 2023

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Disclaimer

SUSE SA published this content on 05 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2023 07:12:03 UTC.