Va Q tec : Approved consolidated financial statements as of December 31, 2023 (convenience translation only)

3 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS OF VA-Q-TEC AG FOR THE 2023 FINANCIAL YEAR

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1

CONSOLIDATED INCOME STATEMENT

kEUR				Notes		2023		2022
Revenues				7.1.1		106.124		111.833
Change in inventories						817		(421)
Work performed by the company and capitalised				7.1.2		4.562		5.725
Other operating income				7.1.3		4.614		5.666
Total Income			116.117	122.803
Cost of materials and services			7.1.4		(49.664)		(46.701)
Gross profit			66.453	76.102
Personnel expenses		7.1.5	(38.380)	(37.587)
Other operating expenses				7.1.6		(29.798)		(30.779)
EBITDA			(1.725)	7.736
Depreciation, amortization and impairment losses				7.1.7		(15.432)		(15.000)
Earnings before interest and tax (EBIT)			(17.157)	(7.264)
Result from fair value valuation of investments				7.1.8		(1.191)		530
Finance Income						119		6
Finance expenses						(3.459)		(2.608)
Net financial result				7.1.9		(3.340)		(2.602)
Earnings before tax (EBT)			(21.688)	(9.336)
			7.1.10
Income tax						(1.054)		(2.328)
Net income						(22.742)		(11.664)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

kEUR				2023	2022
Net Income				(22.742)		(11.664)
Consolidated other comprehensive income		7.2.2.1
Currency translation differences foreign entities				97		-145
Derivative financial instruments (after tax)	-139	523
Total other comprehensive income that will be reclassified to profit or
loss in future periods				(42)		378
Consolidated total comprehensive income		(22.784)		(11.286)

2

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Assets	Notes	31.12.2023	31.12.2022
kEUR
Non-current assets
Intangible assets		7.2.1.1		5.455		6.036
Property, plant and equipment		7.2.1.2		77.943		80.645
Investment property		7.2.1.3		1.020		1.020
Contract assets		7.2.1.8		136		48
Financial assets		7.2.1.4		8.616		7.752
Other non-financial assets		7.2.1.5		1.824		1.307
Deferred tax assets		7.1.11		1.372		875
Total non-current assets				96.366		97.683
Current assets
Inventories		7.2.1.6		16.761		18.838
Trade receivables		7.2.1.7		8.161		7.733
Other financial assets		7.2.1.4		2.086		6.734
Current tax assets				164		-
Other non-financial assets		7.2.1.5		2.495		2.145
Cash and cash equivalents		7.2.1.9		17.090		9.381
Total current assets				46.757		44.831
Total assets				143.123		142.514
Equity and liabilities	Notes	31.12.2023	31.12.2022
kEUR
Equity		7.2.2.1
Issued share capital				14.757		13.415
Treasury shares				(54)		(54)
Additional paid-in capital				87.557		54.020
Consolidated total other comprehensive income				335		378
Retained earnings				(51.696)		(29.060)
Total equity				50.899		38.699
Non-current liabilities
Provisions		7.2.2.2		159		208
Bonds issued		7.2.2.3		26.744		-
Bank borrowings		7.2.2.4		19.777		25.319
Other financial liabilities		7.2.2.5		7.764		5.307
Other non-financial liabilities		7.2.2.6		4.885		4.753
Total non-current liabilities				59.329		35.587
Current liabilities
Provisions		7.2.2.2		1.354		3.188
Bonds issued		7.2.2.3		-		24.821
Bank borrowings		7.2.2.4		6.062		12.180
Other financial liabilities		7.2.2.5		8.075		11.732
Liabilities from contracts with customers		7.2.2.7		1.778		65
Trade payables		7.2.2.8		6.421		7.130
Tax liabilities				62		973
Other non-financial liabilities		7.2.2.6		9.143		8.139
Total current liabilities				32.895		68.228
Total Equity and liabilities				143.123		142.514

3

CONSOLIDATED STATEMENT OF CASH FLOWS

kEUR

Cash flow from operating activities

Net income

Current income taxes recognised in income statement

Income taxes paid

Net finance costs recognised in income statement

Interest received

Interest paid

Depreciation on contract assets

Non-cash gain from fair value valuation of investments

Depreciation, amortisation and impairment losses

Gain/loss from disposal of non-current assets

Change in other assets

Change in other liabilities

Change in provisions

Other non-cash expenses or income

Cash flow from operating activities before working capital changes

Change in inventories

Change in trade receivables

Change in trade payables

Net cash flow from operating activities

Cash flow from investing activities

Payments for investment in intangible assets

Proceeds from disposal of property, plant and equipment

Payments for investments in property, plant and equipment

Proceeds from disposal of non-current assets

Payments for investments in financial assets

Payments for investments in contract assets

Net cash flow from investing activities

Cash flow from financing activities

Proceeds from issuing shares

Proceeds from bank loans

Repayments of bank loans

Proceeds from government grants

Payments for finance leases liabilities

Net cash flow from financing activities

Net cash flows before exchange rate effects

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

Cash and cash equivalents at start of period

Cash and cash equivalents at end of period

20232022

-22.742-11.664

9701.040

-1.004-24

3.3402.602

1194

-2.925-2.320

55

1.191-530

15.432 15.000

211-2.166

4.032-998

-2.8354.644

-1.8822.957

-964-1.200

-7.0527.350

967-366

-5724.993

1.688-2.296

-4.9699.681

-2.580-3.495

1.4632.359

-7.120-8.272

0759

-4190

-93-15

-8.749-8.664

34.8790

23.289 30.960

-34.950-30.711

8521.294

-2.513-3.100

21.557 -1.557

7.839-540

-130111

7.709-429

9.3819.810

17.0909.381

4

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Notes 7.2.2.1
		Issued share	Treasury shares	Additional paid-in	Retained earnings
		capital		capital
kEUR
01.01.2022		13.415	-54	54.020	-17.397
Net income		-	-	-	-11.664
Consolidated other comprehensive income before taxes		-	-	-	1
Deferred taxes on other comprehensive income		-	-	-	-
Consolidated other comprehensive income		-	-	-	1
Consolidated total comprehensive income		-	-	-	-11.663
31.12.2022		13.415	-54	54.020	-29.059
01.01.2023		13.415	-54	54.020	-29.059
Net income		-	-	-	-22.741
Consolidated other comprehensive income		-	-	-	104
Consolidated total comprehensive income		-	-	-	-22.637
Total capital increase		1.342	0	33.537	-
31.12.2023		14.757	-54	87.557	-51.696
	Notes 7.2.2.1			Equity
		Cumulative other comprehensive	attributable to	Total equity
		income	parent company
				owners
		Currency	Derivative
		translation	financial
kEUR		reserves	instruments
01.01.2022		-42	42	49.984	49.984
Net income		-	-	-11.664	-11.664
Consolidated other comprehensive income before taxes		-145	749	605	605
Deferred taxes on other comprehensive income		-	-228	-228	-228
Consolidated other comprehensive income		-145	521	377	377
Consolidated total comprehensive income		-145	521	-11.287	-11.287
31.12.2022		-187	564	38.699	38.699
01.01.2023		-187	564	38.699	38.699
Net income		-	-	-22.741	-22.741
Consolidated other comprehensive income		97	-139	62	62
Consolidated total comprehensive income		97	-139	-22.679	-22.679
Total capital increase		-	-	34.879	34.879
31.12.2023		-90	425	50.899	50.899

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 General information

4.1 Information about the company

The company va-Q-tec AG, which has its headquarters at Alfred-Nobel-Strasse 33, 97080 Würzburg, Germany, is entered in the commercial register of Würzburg under commercial register sheet number 7368. Besides va- Q-tec AG itself, the consolidated financial statements of va-Q-tec AG also include its subsidiaries (hereinafter also referred to as "va-Q-tec", the "va-Q-tec Group" or the "company"). va-Q-tec is a technologically leading provider of highly efficient products and solutions in the thermal insulation area. The company develops, produces and markets innovative products for reliable and energy-efficient temperature control and insulation

• vacuum insulation panels ("VIPs") and phase change materials ("PCMs"). Furthermore, va-Q-tec produces passive thermal packaging systems (containers and boxes) through optimally combining of VIPs and PCMs. To implement temperature-sensitive logistics chains, va-Q-tec offers, within a global partner network, the rental of containers and boxes that meet demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility.

These consolidated financial statements of va-Q-tec for the financial year from 1 January to 31 December 2023 were approved by the Supervisory Board on 25 April 2024 and released for publication by the Management Board.

4.2 Basis of preparation of the financial statements

va-Q-tec AG is the parent company of an international group. The company itself is majority-owned by Fahrenheit AcquiCo GmbH, which in turn is a subsidiary of the EQT Group. va-Q-tec prepares its consolidated financial statements as of 31 December 2023 in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) in conjunction with (3) HGB. The term IFRS also comprises all still valid International Accounting Standards (IAS) as well as all interpretations and amendments of the International Financial Reporting Standards Interpretations Committee (IFRS IC) - formerly the International Financial Reporting Interpretations Committee (IFRIC) - and of the former Standing Interpretations Committee (SIC).

The consolidated financial statements have been prepared by the Management Board on the basis of the going concern assumption in accordance with IAS 1.25 f.

These consolidated financial statements were prepared on the basis of historical cost. Exceptions to this include derivative financial instruments and investments that were recognized at fair value on the reporting date. The corresponding note is provided as part of the respective accounting policies.

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Historical cost is generally based on fair value, which represents the consideration rendered in exchange for the asset.

Fair value is the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. This applies irrespective of whether the price is directly observable, or has to be estimated by applying a valuation method.

The fair value that is to be determined for certain disclosures and calculation methods is not always available as a market price. Frequently, it has to be calculated on the basis of various measurement parameters. Depending on the availability of observable parameters and the significance of such parameters for fair value measurement overall, the fair value is allocated to one of the levels 1, 2 or 3 (fair value hierarchy). This allocation is implemented on the following basis:

• Level 1 inputs comprise quoted prices (unadjusted) on active markets for identical assets or liabilities to which va-Q-tec can access at the measurement date.
• Level 2 inputs comprise inputs other than Level 1 quoted prices, for which the value of the asset or liability is either directly observable, or can be derived indirectly from other prices.
• Level 3 inputs are unobservable inputs for the asset or liability.

As a rule, the Group classifies assets and liabilities as current if they will be realized or settled prospectively within twelve months after the reporting date. If assets and liabilities comprise both a current and a non- current element, they are divided into their term components and reported as current and non-current assets or liabilities in accordance with the balance sheet structure.

The consolidated income statement is prepared according to the nature of expense method.

The consolidated financial statements are prepared in thousands of euros (kEUR), which is both the functional and the reporting currency of va-Q-tec. Differences of up to one unit (EUR, %) relate to arithmetic rounding differences.

4.3 Effects of new accounting standards

The va-Q-tec Group has applied uniform accounting methods for all the periods presented in its IFRS consolidated financial statements. These comply with IFRS entailing mandatory application in the EU in the 2023 financial year.

The accounting policies applied correspond to those applied in the previous year, as a matter of principle.

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The following standards and interpretations or amendments to existing standards and interpretations have been adopted by the IASB, although some of them have not yet been endorsed by the EU for financial years beginning after 1 January 2024. The company has not applied these regulations early.

Standard

IAS 1

IAS 1

Amendments to IFRS 16

IAS 7 and IFRS 7

IAS 21

Title

Classification of Liabilities as Current or Non- current - Deferral of Effective Date

Clarification regarding the classification of debt with covenants as current or non- current

Lease Liability in a Sale and Leaseback

Supplier Finance Arrangements

Exchangeability of currencies into another currency and related disclosures in the notes to financial statements

Mandatory application for financial

years commencing from

01/01/2024

01/01/2024

01/01/2024

01/01/2024

01/01/2025

All standards listed are applied by va-Q-tec only from the date of mandatory first-time adoption.

The amendments to IAS 1 are intended to clarify the criteria for classifying liabilities as current or non-current. In the future, only "rights" existing at the end of the reporting period will be decisive for the classification of a liability. With regard to the classification of liabilities as current or non-current, the amendments to IAS 1 clarify that only ancillary conditions that an entity must fulfil on or before the reporting date affect such classification.

For the 2024 financial year, the other amendments listed will not have any material impact on accounting and measurement.

4.4 Accounting judgements and estimates

In applying the accounting policies, the Group's management has made discretionary decisions that affect the amounts reported in the consolidated financial statements. Accordingly, assumptions and estimates are to be made to a certain extent when preparing consolidated financial statements that affect the amount and the reporting of recognized assets and liabilities, income and expenses, and contingent liabilities in the reporting period.

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The assumptions and estimates are based on premises that in all cases reflect the currently available status of information at the time of each case. The expected future business trend also particularly reflects the circumstances prevailing at the time when the consolidated financial statements were prepared, as well as a realistically imputed future trend in the environment. As a consequence of developments in these overall conditions differing from the management's assumptions and lying outside its sphere of influence, the resultant amounts can differ from the originally expected estimated values. In 2023, the business activities of va-Q-tec AG continued to be influenced by the after-effects of the Covid-19 pandemic and by Russia's war against Ukraine, which began in February 2022, and its far-reaching consequences, which also had a significant impact on the assumptions and estimates made in the reporting period. Due to the ongoing war in Ukraine, the Management Board assumes that future assumptions and estimates will also be influenced by developments in relation to this topic, whereas the significance of the pandemic for future business trends is expected to diminish further. This uncertainty in relation to estimates could have a significant impact on the financial position and performance in subsequent years.

The estimates and assumptions that are applied are presented in the notes to the individual items of the statement of financial position and income statement in section 6 "Accounting policies". The main effects impacting the amounts arise in the following areas:

• Determination of economic useful lives for intangible assets and for property, plant and equipment, including assets leased by way of finance leases, as well as the assessment of the lease term and the determination of the relevant discount rate when recognizing leases on the balance sheet, and the assessment of sale and leaseback agreements.
• Impairment testing of assets based on appraisal of identifiable risks.
• Impairment testing of deferred tax assets in relation to tax loss carryforwards.
• Assessing the derecognition criteria of trade receivables as part of factoring agreements.
• Estimating market yield curves as part of measuring derivative financial instruments.
• Best estimate of the most probable settlement amount as part of the recognition and measurement of provisions.
• Best estimate of the event probability and the settlement amount in the context of the accounting and measurement of litigation risk.
• Recognition of additional costs during the period of initiation of contracts with customers.
• Determination of the expected credit loss using the simplified approach for trade receivables and con- tract assets.
• Assessment of the application of IFRS 5 criteria in connection with the planned spin-off of divisions

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5 Consolidation

5.1 Consolidation scope

The consolidation scope is derived by applying IFRS 10 (Consolidated Financial Statements). In the consolidated financial statements of va-Q-tec AG as of 31 December 2023, the following subsidiaries were fully consolidated:

		Equity interest	Equity interest
Name	Headquarters	31.12.2023	31.12.2022
va-Q-tec Ltd. (UK)	Rochester, UK	100%	100%
va-Q-tec Inc. (USA)	East Rutherford, NJ, USA	100%	100%
va-Q-tec Ltd. (Korea)	Joong-gu, Incheon, Republik Korea	100%	100%
va-Q-tec Switzerland AG (Schweiz)	Zürich, Schweiz	100%	100%
va-Q-tec Japan G.K. (Japan)	Tokyo, Japan	100%	100%
va-Q-tec Uruguay S.A. (Uruguay)	Montevideo, Uruguay	100%	100%
va-Q-tec SG PTE. Ltd. (Singapur)	Singapur, Singapur	100%	100%
va-Q-tec India Ltd. (Indien)	New Delhi, Indien	100%	100%
va-Q-tec do Brasil Ltda. (Brasilien)	Sao Paulo, Brasilien	100%	100%
va-Q-tec Shanghai Ltd. - (China)	Shanghai, China	100%	100%
va-Q-tec France SARL - (France)	Paris, Frankreich	100%	100%
va-Q-tec Austria GmbH - (Austria)	Salzburg, Österreich		100%

va-Q-tec AG and its subsidiaries together form the va-Q-tec Group. Please see the segment reporting for key financial information about the subsidiaries. No significant restrictions exist on the Group's ability to access or utilize assets and to settle liabilities.

5.2 Consolidation scope changes and other acquisitions and disposals

In December 2023, va-Q-tec divested the company va-Q-tec Austria GmbH. The company, which was only founded in the 2022 financial year, did not generate any significant revenues and the divestiture did not have any significant impact on earnings.

The 13.2% interest in SUMTEQ GmbH (previous year: 14.1%) is recognised at fair value under financial assets.

The entirety of the 20.0% interest (previous year: 15.0%) in ING3D GmbH was written down in the financial year under review. va-Q-tec AG does not exert any significant influence companies on these companies.

5.3 Consolidation principles

The consolidated financial statements are based on uniform accounting principles. The annual financial statements of the companies included in the consolidation scope were adjusted where required in order to align them with the accounting policies applied in the Group. All of the annual financial statements of the companies included in the consolidated financial statements are prepared on the basis of the reporting date of the consolidated financial statements.

Subsidiaries are those companies where the Group holds existing rights that endow it with the current capability to manage the companies' relevant activities. Relevant activities are those activities that significantly

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