AUSTRIACARD HOLDINGS AG

Annual Financial Report 2024 (translated)

AUSTRIACARD HOLDINGS AG
ANNUAL FINANCIAL REPORT 2024

Annual Financial Report 2024 (translated)

Table of Contents

Consolidated Financial Statements

AUSTRIACARD HOLDINGS AG
Group Management Report 6
Consolidated Financial statements 42
Notes to the Consolidated Financial Statements 48
Auditor’s Report 94
Declaration of the Management Board 101

Single Financial Statements

AUSTRIACARD HOLDINGS AG
Financial Statements 102
Notes on the statement of financial position and income statement 108
Management Report 129
Auditor’s Report 154
Declaration of the Management Board 161

2 | Annual Financial Report 2024 (translated)

CONTENTS

AUSTRIACARD HOLDINGS AG

CONSOLIDATED FINANCIAL STATEMENTS 2024........................................................................................................................5

A) GROUP MANAGEMENT REPORT ..............................................................................................................................................6

B) CONSOLIDATED FINANCIAL STATEMENTS ...........................................................................................................................42
Consolidated statement of financial position... 42
Consolidated income statement ... 43
Consolidated statement of comprehensive income ... 44
Consolidated statement of changes in equity... 45
Consolidated statement of cash flows ... 47

C) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS...................................................................................................48

Basis of preparation ... 48
1. Reporting Entity...48
1. Basis of accounting ...48
2. 1. Use of judgments and estimates...........................................................................................................................................................48
3. 1. IAS 29 Financial Reporting in hyperinflation economies...........................................................................................................................49
4. 1. Impact of macroeconomic conditions and climate risk on consolidated financial statements........................................................................49
1. Cross-border merger and listing...49
Performance of the year... 50
1. Segment reporting ...50
1. Revenues ...54
1. Income and expenses...55
1. Net Finance costs...57
2. 11.# Annual Financial Report 2024 (translated)

AUSTRIACARD HOLDINGS AG SINGLE FINANCIAL STATEMENTS 2024

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2024

1. GENERAL

2. ACCOUNTING PRINCIPLES

2.1. General

2.2. Intangible assets

2.3. Tangible assets

2.4. Financial assets

2.5. Receivables and other assets

2.6. Current and deferred income tax

2.7. Provisions

2.8. Liabilities

2.9. Foreign currency translation

3. NOTES ON THE STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT

3.1. Notes on the statement of financial position

3.1.1. Financial assets

3.1.2. Receivables and other assets

3.1.3. Deferred tax assets

3.1.4. Shareholder’s equity

Earnings per share and number of shares..............................................................................................................................................57
Employee Benefits ... 58
12. Employee benefits...............................................................................................................................................................................58
13. Employee expenses.............................................................................................................................................................................61
14. Income taxes...62
Assets... 63
15. Property, plant and equipment and right of use assets............................................................................................................................63
16. Intangible assets and goodwill..............................................................................................................................................................66
17. Equity-accounted investees..................................................................................................................................................................69
18. Inventory ...69
19. Trade and other receivables .................................................................................................................................................................70
20. Cash and cash equivalents ...................................................................................................................................................................70
Equity and Liabilities ... 71
21. Capital and additional paid in capital .....................................................................................................................................................71
22. Capital management............................................................................................................................................................................72
23. Loans and Borrowings .........................................................................................................................................................................73
24. Trade and other payables ....................................................................................................................................................................75
Financial instruments ... 76
25. Financial instruments – Fair values and risk management........................................................................................................................76
Other disclosures... 81
26. List of Subsidiaries ...81
27. Acquisition of subsidiaries ....................................................................................................................................................................82
28. Non-controlling interests (NCI) .............................................................................................................................................................84
29. Average number of employees .............................................................................................................................................................84
30. Related parties...84
31. Auditor’s fees...85
32. Subsequent events..............................................................................................................................................................................85
Accounting policies ... 86
33. Changes in accounting policies .............................................................................................................................................................86
34. Significant accounting policies ..............................................................................................................................................................86
35. New Standards and Interpretations that have not been applied yet or have not been adopted by the European Union ..................................92

AUDITOR’S REPORT......................................................................................................................................................................94

DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)..................101# Annual Financial Report 2024 (translated)

AUSTRIACARD HOLDINGS AG

Consolidated Financial Statements 2024

Annual Financial Report 2024 (translated)

Α) GROUP MANAGEMENT REPORT

1. GROUP PROFILE

ACAG Group at a glance

AUSTRIACARD HOLDINGS Group (also “AUSTRIACARD HOLDINGS” or “the Group”), founded in 1897 and headquartered in Vienna with its parent company AUSTRIACARD HOLDINGS AG (also “the Company”), is a technology company that draws upon 130 years of experience and innovation in the fields of authentication of people, authentication of objects and information management, to provide customer experiences totally imbued in transparency and security. The Group offers a complementary portfolio of products and services in ‚Identity & Payment Solutions’ (payments, identification and personalization), ‚Digital Transformation Technologies’ and ‚Document Lifecycle Management’ for the financial, government and the general private sectors, through a workforce of approximately 2,400 people internationally and is listed on the Athens and Vienna Stock Exchanges (ACAG). It has presence in 17 countries, commercial activity in more than 50 countries, production facilities in 9 countries, and in 2024 it achieved revenues of € 392.3 million (2023: € 364.6 million).

Our Values

Building on our legacy and commitment to social responsibility, we envision a world where our secure, innovative technologies meaningfully connect people, safeguard what they value, and empower communities to thrive. Our mission is to empower our clients with innovative, secure solutions that create enduring value for people, partners, and communities, guided by our commitment to sustainability. The principles of AUSTRIACARD HOLDINGS are based on our commitment to a customer centric service. The passion for innovation and well-served customers have been of outmost importance for the Lykos family being the majority shareholder of the Company over four generations. The Group’s endurance has been tried and tested through turbulent and significant times in recent European history. It is the partner of choice for 130 years, valued for its high-quality products, impeccable services and ethos of integrity. From payments, identification and document lifecycle management to digital transformation, trust, agility, collaboration and passion have been the core values by which our customers have known us.

History

The Group's journey started in 1897 as a printing house under the name "Lykos". In 1982 Nikolaos Lykos, currently Chairman of the Management board and the 4th generation of his family to lead the company, repositioned the company from its core printing sector to the Information Management sector, renaming it in the process “INFORM P. Lykos S.A.”. Since then, the company has been constantly growing, gradually evolving into a thriving multinational company with global reach and an international business footprint. A transformational milestone occurred in 2007, when the Company acquired AUSTRIACARD GmbH, a subsidiary of the Central Bank of Austria which at that time was supplying Austrian banks with payment cards and their operating system. This strategic move marks the beginning of the Group's rapid expansion. Strong organic growth, combined with a sequence of recent acquisitions in Europe and the USA enhanced the Group’s portfolio of service offerings while driving it to leading market positions in many markets of South East, Central and Western Europe, Scandinavia, Türkiye, Middle East, Africa and USA. In March 2023 through a cross-border merger between the Group's non-listed parent company, AUSTRIACARD HOLDINGS AG, and its ATHEX listed Greek subsidiary INFORM P. Lykos S.A., the shares of the entire Group were listed and are trading in the Vienna and the Athens Stock Exchanges.

2. GROUP SEGMENTS, STRATEGY AND SOLUTIONS

2.1. Segments

In the past and including FY 2022, the Group had been reporting its business performance under two segments, Digital Security which encompassed the certified production of smart cards and personalization services, along with the associated services as well as the provision of our proprietary operating systems for payments and identification, and Information Management, that encompassed document lifecycle management, security printing, and increasingly digital transformation solutions using the latest technology (Machine Learning, Artificial Intelligence, Data Analytics).

3. OPERATIONAL AND FINANCIAL REVIEW

3.1. Consolidated Balance Sheet

3.1.1. Assets

3.1.2. Liabilities

3.1.3. Equity

3.1.4. Net Assets

3.1.5. Provisions

3.1.6. Liabilities

3.1.7. Derivative financial instruments

3.2. Notes to the income statement

3.2.1. Revenues

3.2.2. Personnel expense and employees

3.2.3. Other operating expenses

3.2.4. Expenses from financial assets

3.2.5. Income tax

4. OTHER DISCLOSURES

Officers of the Company
Management Participation Programs
Consolidated financial statements
Significant events after the reporting date
Dividend distribution

MANAGEMENT REPORT 2024

1. BUSINESS DEVELOPMENT AND FINANCIAL SITUATION

2. RESEARCH & DEVELOPMENT

3. FUTURE DEVELOPMENT AND RISKS

3.1 RISKS RELATING TO THE (MACRO-) ECONOMIC AND POLITICAL ENVIRONMENT

3.2 RISKS RELATING TO THE GROUP’S INDUSTRY AND BUSINESS

3.3 REGULATORY AND LEGAL RISKS

3.4 FINANCIAL RISKS

4. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS

5. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED AGREEMENTS IN ACCORDANCE WITH SECTION 242 A (1) UGB

6. PERSONNEL

7. ENVIRONMENTAL MANAGEMENT

AUDITOR’S REPORT

DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)# 2.2. Strategy

Our strategy for growth has two major pillars. The one pillar is geographic and market share expansion and the other is products and services portfolio enhancement. Under geographic and market share expansion we focus in geographical areas that have high potential for growth for our Group, such as the France, UK, Middle East and Africa, while at the same time we are taking actions to enhance cross-selling and upselling in the Group established markets, and to capitalize on our leadership in specific market segments, such as Challenger and Neo banks. With respect to the products and services portfolio enhancement pillar, the drivers of growth will be payment and banking solutions as a service, the provision of innovative Identity & Payment Solutions, such as biometric and metal cards, and to a larger extent digital transformation technologies. Digital Transformation Technologies is an area we put increased focus and we have already signed significant public sector digitalization contracts with various state entities in Greece. These will be funded by EU’s RRF and will involve digitization through scanning and data extraction using cutting edge technologies such as Machine Learning (ML), Artificial Intelligence (AI) etc. At the same time we are continuously developing our digitization solutions for non-state entities (DOB, KYC/KYB, Digital Wallets, Document understanding using AI, e-Archiving and e-Signature). For AUSTRIACARD, innovation and ongoing development of solutions are key components of its strategy. Based on that, the Group has expanded its capabilities into building Generative AI solutions and will continue to enhance its portfolio of solutions towards this direction. With selective acquisitions we aim to drive our solution offering enhancement and geographical footprint expansion. We aim to leverage the long-standing relationships we have with financial institutions, utility companies, industrial companies and public institutions, in order to provide a holistic approach and be an end-to-end applied technology solutions provider to our clients.

2.3. Solutions portfolio outline

The Group’s solutions portfolio and associated revenue can be broadly split into two categories, a legacy one that includes the Document Lifecycle Management, which has a more industrial foundation, and the second category which is technology related and is the sum of the Identity & Payment Solutions combined with Digital Transformation Technologies. This split for 2024 was at approximately one third industrial revenues (€ 135 million) and two thirds technology revenues (€ 250 million), with the technology part being the main driver of growth going forward.

2.3.1. Document Lifecycle Management

Through the Document Lifecycle Management the Group offers to its clients security documents solutions with data management functionality that can address: traceability of goods for government Tax revenue authorities, medicine and prescription management, election services, examination papers for students etc. Additionally in the same category products and services range from digital printing of statements, e-statements, to electronic document management and workflows with qualified signature among others. It should be noted that there are few remaining secure printing operations globally with the Group’s know-how and reliability. This strengthens our reputation as a trusted partner for complex projects. For example, in 2022, the Group successfully delivered the highly complex Kenyan election project, which included state-of-the-art security printing of ballot papers and election catalogues, as well as IoT-based process monitoring. This achievement demonstrates our position as the preferred partner for high-security election implementations in the Middle East and Africa. In 2024, an additional public sector contract was awarded and implemented in the African region which further underscores that we are partner of choice in that area. This business field is covered by two production facilities located in Greece and in Romania catering to the regional markets as well as exporting printing products and services internationally. In addition, with its fulfilment services, either through third parties or owned entities such as Pink Post in Romania, the Group also covers the last mile to the end-customer, providing vertically integrated end-to-end services to its customers. In 2024 the business field of Document Lifecycle Management generated for the Group revenues amounting to € 135 million (2023: € 112 million).

2.3.2. Identity & Payment Solutions

Within the Identity & Payment Solutions, the Group’s entities and operations focus on providing end-to-end secure data solutions and personalization services for financial institutions, governments, public sector entities, transportation as well as industry & retail. Products and services of that category are based on highest security standards (such as EMV certifications in payment smart cards) and range from dual interface payment cards, government electronic identification cards, driving licenses, health cards, identity and authentication, to innovative digital payment solutions, including biometric cards, environmentally friendly cards, metal cards and also special features cards as the Group supports and embraces inclusiveness. Additional services offered include advisory during the card design and certification process, flexible solutions for PIN distribution, project management throughout the product life cycle and the development and customization of embedded smart card operating systems. The Group has developed its own proprietary chip operating systems (“ACOS” & “ACOS ID”) for both payment cards and identity cards, which provide a significant differentiating factor by offering flexible functionalities to our clients. These proprietary operating systems are continuously developed by our extensive R&D department to both conform at all times to the highest security standards set by the related certification bodies, as well as offer a high level of customization potential to better serve the specific needs of our clients. The payment card’s solution pillar has extensive obligatory certification requirements, which form significant barriers to new entrants in the market, on top of the requirement for trust, which is only built over long periods of quality service. AUSTRIACARD HOLDINGS besides others is a certified producer of Visa, Mastercard (CQM) and Diners Club International brands and operates under permanent supervision of external auditors appointed or accredited by the PCI Security Standards Council (PCI SSC) and other institutions following strict standards for digital and physical security.

Payment cards, which constitute a major part of our Identity & Payment Solutions revenue, contrary to the common view, are growing across the world. Alternative payment schemes, peer-to-peer payments, mobile payments, digital wallets (mostly funded with payment cards), and payment cards have all been growing at the expense of cash usage. Moreover, there is no visible technological invention in the payments area that can substitute the security, convenience and wide acceptance of the secure chip (smart) payment card. Based on the filings of Visa and Mastercard, the global leaders of payment card services, cards outstanding globally are growing constantly at a rate of 4% over the last seven years, and are expected to continue at this rate according to industry reports. In addition, AUSTRIACARD HOLDINGS is expanding in geographic areas that are still growing at robust rates and where saturation is still far away, enabling it to record above market growth rates. AUSTRIACARD is the market leader in Austria, Scandinavia, Central and Eastern Europe as well as South Eastern Europe, while the Group holds also the market leading position in the provision of payment products to the Challenger/Neo Banks, hence addressing a growing market segment with significant potential on world-wide scale. Identity & Payment Solutions are served by our four production facilities located in Andorra, Austria, Romania and UK and eight personalization centres located in the United Kingdom, Spain, Austria, Poland, Romania, Greece and Türkiye, as well as in the USA. Sales offices in Norway, Czech Republic, Croatia, Serbia, Jordan, the UAE and a network of partners and selling agencies around the world complement the Group’s distribution network. The Identity & Payment Solutions segment generated revenues amounting to € 223 million in 2024 (2023: € 223 million) and estimates that it is among the top worldwide EMV-based smart card manufacturers.# Annual Financial Report 2024 (translated)

3. GROUP BUSINESS PERFORMANCE

3.1. Economic, market and industry environment

Digital Transformation Technologies is the fastest growing segment of the Group, offering both the private and the public sectors a series of technologically advanced solutions such as: Enterprise Content Management and Content Understanding through AI, Document Digitization, Electronic Archiving and all types of Electronic Signatures, Big Data and Advanced Analytics, Digital Onboarding and KYC, Enterprise Process Automation, in order to support existing and new clients in their own Digital Transformation journey. The public sector Digitalization Projects funded by EU’s RRF is another important driver of growth, as the company’s expertise in the area has already enabled it to win several related tenders. In addition, the Group has expanded its capabilities into building Generative AI solutions for automating labour- intensive tasks under the strategic pillar “Digital Taskforce”, using its ground-breaking Agentic AI platform GaiaB™. Based on the strategy of the Group to evolve into a provider of holistic applied technology solutions and serve as one-stop-shop for the clients, the Card-as-a-Service (CaaS) and in Finance Sector the Banking-as-a-Service (BaaS) solutions have been developed. These solutions combine the company’s expertise on Payments and Technology areas and help the clients scale smarter and increase their revenues. In 2024 the business field of Digital Transformation Technologies generated for the Group revenues amounting to € 27 million (2023: € 15 million).

According to the Global Economic Prospects report issued by the World Bank in January 2025, global growth is estimated to have stabilized at 2.7% in 2024 (2023: 2.7%). The global economic context has become modestly more favorable since June 2024, following several years characterized by overlapping negative shocks. Inflation appears to be moderating without a substantial slowdown in key economies, and monetary policy easing has now become widespread.

According to the same publication, in the Euro Area growth remained feeble in 2024 to an estimated 0.7% owing to anemic consumption, business investment and industrial activity, with the latter partly reflecting the dampening effects of high energy prices on export competitiveness and consumption. Over 2025- 2026, the Euro Area growth is projected to pick up to about 1.1% as the cyclical recovery firms. Nevertheless, this is slightly weaker than previous forecasts, largely owing to sharp rises in policy and domestic political uncertainty, particularly on some major economies. The Euro Area Outlook remains uncertain and is predicated on an improvement in investment and trade growth – both of which have been notable areas of weakness in recent years. After contracting last year, investment is expected to benefit from a further decline in interest rates. Meanwhile, and assuming no major change in trade relations with the United States, trade growth is anticipated to firm, as exports pick up alongside improving global manufacturing activity and imports are supported by strengthening domestic demand.

At the sectoral level, the Euro Area growth is expected to be supported by an expansion in the services sector, underpinned by solid consumer spending as real incomes continue to recover from the earlier erosion caused by high inflation.

The payment cards market is growing globally at an estimated 4% annually, with mag stripe and EMV cards being replaced by dual interface contactless cards. While alternative payment schemes, peer-to-peer payments, mobile payments & digital wallets (mostly funded with payment cards), have grown during the last years, this has happened through the reduction of cash usage, as payment cards been expanding too in all markets. Going forward we expect a stronger trend towards high-end products such as metal cards and biometric cards. Challenger Banks, which are driving innovation in the financial sector are at the forefront of such developments, as they use upscale payment cards as a marketing tool since it is the only touch point they have with the end users and a growth lever towards their global expansion. At the same time the growth of payment products based on recycled materials in order to cope with sustainability targets, create further opportunities.

The digital transformation technologies market is growing fast across the globe, as organizations of both the private and the public sector seek ways to reduce physical locations of presence, staff costs, and increase the service level and user experience. The need for solutions enabling for example the remote authentication and servicing of customers, supporting efficient operations, enabling the organization, processing and analyzing the enormous quantity of data created from operations, leads to very strong expansion of the sector.

3.2. Significant events of the financial year

3.2.1. Business development

After year of double-digit growth in 2023, the Group continued in 2024 its strong organic growth path by achieving growth of 9.7% in adjusted revenues, of 11.4% in adjusted EBITDA and of 16.6% in Profit of the year and thus improving the adjusted EBITDA margin to 14.3% and the Profit margin to 5.1%. This organic business growth was mainly driven by the

Continued implementation of the EU RRF subsidized public administration digitalization projects in Greece which contributed to revenue growth of the Digital Transformation Technologies category to 70.6% or € +11.3m overall.
Implementation of a new holistic security documents solutions contract in the African market which contributed € 18.7m in revenues resulting to a revenue growth of 20.3% in the Document Lifecycle Management category.
Increased demand for premium metal payment cards, especially with Digital Challenger banks, which more than tripled revenues in that category by adding € +20.8m in revenues. This helped to offset the effects of our strategic decision to de-prioritize wholesale chip sales and focus on selling complete smart card solutions which had a negative effect on revenues of € -19.9m overall. As a result, revenues in the Identity and Payment category came in on par with 2023.

The Group continued the implementation of its strategy to expand its geographical presence, its products and solutions portfolio and to further develop its business relationships with Challenger banks and traditional banks in existing markets which is the backbone of the Group’s business success. Additionally, the Group further invested in its technology team by adding in the Management team a Group Chief Technology Officer (CTO) role, adding experienced specialists and reorganizing the R&D team into solution clusters aiming at boosting the degree of competence in specific focus areas. This measure is aimed at improving the R&D expertise but also at improving the go-to-market approach and at better supporting the regional sales teams and thus driving business growth. In addition, the Group also proceeded in acquiring two companies to enhance it’s competence and solutions offering in the fields of Data analytics & AI and qualified trust service provision to the portfolio of the Group (see section 2.3.3). The Group also strengthened its sales team in the MEA region by adding local sales professionals in order to be able to address the business development needs with focus to the Identity and Payment as well as Document Lifecycle categories in the MEA region.

During the COVID period, characterized by an unpredictable chip supply in both timing and quantity, the Group secured agreements with its chip suppliers to ensure timely fulfilment of customer orders. By 2023, global chip supply had stabilized, a trend that continued into 2024, leading to a further increase in chip stock and driving overall inventories up by € 14.6 million (25.2%) in 2024. As a result, working capital as a percentage of revenue rose from 16.6% in 2023 to 18.5% in 2024. To mitigate these impacts, the Group initiated renegotiations with suppliers, resulting in the re-phasing and postponement of deliveries and, where possible, contract terminations. The primary effects of these measures are expected to materialize in 2025 and 2026.

In December 2023 the Group signed a € 186.6 million financing agreement, comprising of a revolving credit facility, term loan tranches and a guarantee facility, maturing in 3 to 5 years, with a consortium of 10 European banks led by UniCredit. This refinancing extended the debt maturity profile, while significantly simplifying its structure, enabling more flexibility to the Company to pursue its corporate strategy.

In 2024, the Group continued its strategy of centralizing and optimizing group finances by implementing group cash pools for its operations in Austria and Romania and started the implementation for an additional cash pool for its operations of the WEST segment. This measure aims at optimizing group-wide liquidity and reducing group interest costs.

3.2.2. Merger and acquisitions

In January 2024 the group acquired 100% of the shares in e-commerce monitoring GmbH (Austria). The acquired company is a recognized certification and trust service provider in accordance with European and Austrian regulations. Founded in 2002, e-commerce monitoring GmbH is an Austrian limited company and provides various services in the IT sector with focus on electronic certificates and digital signatures. Its two main operating segments include RKSV certificates (cash register safety) in Austria and Non RKSV certificates, such as qualified signatures (Trust2GO), qualified timestamps and governmental signatures.

End of April 2024 the Group acquired all shares in LSTech Ltd. (UK) and its 100% subsidiary LSTech ESPANA S.L. (Spain).# LSTech Acquisition and Business Performance of AUSTRIACARD HOLDINGS Group

LSTech is a UK based research and data analytics company with expertise in collecting, processing and analyzing complex information, transforming it into clear, actionable insights that drive intelligent decision making. This strategic move bolsters ACAG's commitment to providing cutting-edge solutions for their clients across the globe. LSTech specializes in crafting innovative applications that empower large public and private organizations to unlock the true potential of their data. Their expertise lies in collecting, processing, and analyzing complex information, transforming it into clear, actionable insights that drive intelligent decision-making, and automate labour intensive tasks. LSTech's focus on data analytics solutions within banking, telecommunications, and utilities sectors, combined with their proficiency in Data Intelligence & Agentic AI, makes them a perfect fit for ACAG's growth strategy. LSTech's strong track record extends beyond traditional commercial endeavors. Their active participation in EU and publicly funded Research & Innovation programs positions them at the forefront of ground- breaking technologies like generative AI, privacy-preserving data analysis, and large language models. This forward-thinking approach aligns perfectly with ACAG's vision for the future.

3.3. Business performance of AUSTRIACARD HOLDINGS Group

Group management monitors business development based on actual comparable performance excluding accounting and valuation-driven effects resulting – among others – from IAS 29 Hyperinflation, share option plan accounting, gains and losses from foreign exchange differences and fair value accounting. Following this approach,
* Section 3.3.1 shows the Management (MGMT) Income Statement and provide relevant commentary explaining the operating business as well as other non-operating effects (special items) and
* Section 3.3.2 provides a reconciliation of the IFRS Income statement as presented in section 9 “Segment reporting” of the notes to the consolidated financial statements with the Management Income Statement (MGMT).

Amounts and percentage rates in these consolidated financial statements were rounded, and the addition of these individual figures can therefore produce results that differ from the totals shown.

12 Annual Financial Report 2024 (translated)

3.3.1. Business performance of AUSTRIACARD HOLDINGS Group as monitored by Management

The following analysis is based on the business performance as monitored by Group management excluding effects of IAS 29 Hyperinflation accounting and with a separate presentation of Special Items (e.g. Management participation programs etc.) below adjusted Profit (Loss) before tax.

	2024 in € million	2023 in € million	D '24-'23 in € million	D '24-'23 %
Revenues	385.3	351.3	34.1	9.7
Costs of material & mailing	(204.2)	(192.5)	(11.6)	6.0
Gross profit I	181.2	158.8	22.4	14.1
Gross margin I	47.0%	45.2%	1.8
Production costs	(87.4)	(72.0)	(15.4)	21.4
Gross profit II	93.8	86.8	7.0	8.1
Gross margin II	24.3%	24.7%	-0.4
Other income	5.0	3.8	1.2	30.0
Selling and distribution expenses	(23.3)	(23.3)	0.1	-0.3
Administrative expenses	(27.7)	(25.2)	(2.6)	10.2
Research and development expenses	(8.4)	(7.4)	(1.1)	14.8
Other expenses	(2.2)	(1.6)	(0.6)	39.1
+ Depreciation, amortization and impairment	17.8	16.1	1.6	10.2
adjusted EBITDA	54.9	49.3	5.6	11.4
adjusted EBITDA margin	14.2%	14.0%	0.2
- Depreciation, amortization and impairment	(17.8)	(16.1)	(1.6)	10.2
adjusted EBIT	37.1	33.2	4.0	12.0
Financial income	0.6	0.3	0.3	120.6
Financial expenses	(8.3)	(7.4)	(0.9)	12.6
Result from associated companies	0.1	0.1	0.1	139.1
Net finance costs	(7.5)	(7.0)	(0.5)	7.3
adjusted Profit (Loss) before tax	29.6	26.1	3.5	13.2
Special items	(3.3)	(4.9)	1.6	-32.8
Profit (Loss) before tax	26.3	21.2	5.1	23.9
Income tax expense	(6.5)	(4.2)	(2.3)	53.2
Profit (Loss)	19.8	17.0	2.8	16.6

Revenues by solution category	2024 in € million	2023 in € million	D '24-'23 in € million	D '24-'23 %
Identity Chip & Payment Solutions	222.7	222.8	(0.1)	-0.1
Document Lifecycle Management	135.3	112.4	22.8	20.3
Digital Transformation Technologies	27.4	16.1	11.3	70.6
Total	385.3	351.3	34.1	9.7

AUSTRIACARD HOLDINGS Group's Revenues reached € 385.3m increasing by € 34.1m or 9.7% compared to 2023. This growth was largely driven by Digital Transformation Technologies and Document Lifecycle Management. Digital Transformation Technologies increased by € 11.3m, or 70.6%, compared to the previous year. This is the result of the Group's focus on this solution category. The main contributors are public sector digitalization projects in Greece and the continued growth of this solution category in the private sector in both the Greek and Romanian market which have been the initial focus markets. Document Lifecycle Management also contributed significantly with an increase of € 22.8m, or 20.3%, mainly as a result of a new security documents solution contract in the African region.

13 Annual Financial Report 2024 (translated)

Overall, the ‘Identity & Payment Solutions' category contributed revenues amounting to € 222.7m which is on par with financial year 2023. If we exclude from the comparison period the impact of our strategic decision to de- prioritise wholesale chip sales and to focus on the sale of complete smart card solutions, with a total effect of € -19.9m, the like-for-like organic growth of the Identity & Payment category amounts to € 19.8m or 9.9%. This growth is supported by sales of payment and transportation cards and especially by sales of high-end premium metal cards (€ +20.8m), which have a significantly higher price per card and are accompanied by additional revenues from personalization and fulfilment services.

Revenues by Segments	2024 in € million	2023 in € million	D '24-'23 in € million	D '24-'23 %
Western Europe, Nordics, Americas	130.9	116.0	14.9	12.8
Central Eastern Europe & DACH	224.9	224.6	0.3	0.1
Türkiye / Middle East and Africa	72.1	53.7	18.4	34.4
Eliminations & Corporate	(42.6)	(43.0)	0.4	-0.9
Total	385.3	351.3	34.1	9.7

From geographical segment view, revenue growth was strong in both MEA and WEST contributing respectively by € +18.4m and € +14.9m in additional revenues. While revenue growth in the Western Europe, Nordics, Americas (WEST) segment is mainly related to Identity & Payment solutions category and in particular to the high demand for premium metal payment cards, personalisation and fulfilment services, the growth in the Middle East and Africa (MEA) segment was driven by a new security documents solution contract in the Africa region. Revenues in the Central Eastern Europe & DACH (CEE) segment reached € 224.9m, at similar level with 2023 which was € 224.6m. CEE generated significant growth of € +11.3m in the Digital Transformation Technologies category but was negatively affected by lower order intake in the Identity & Payment Solutions category, especially related to intersegment sales to supply the Turkish market, resulting in a reduction of € -9.9m revenues in 2024 while the Document Lifecycle category in CEE increased by € 0.9m mainly supported by the printing business.

Gross profit I increased by € 22.4m (+14.1%) to € 181.2m, driven by revenue growth in Digital Transformation Technologies (€ 11.3m) and Document Lifecycle Management (€ 22.8m). Gross margin I improved from 45.2% to 47.0%, mainly due to a higher share of service revenues without associated material costs as well due to a lower level of material costs associated with the security document solution contract in MEA. Gross Profit II grew by € 7.0m or +8.1% as a result of revenue and Gross profit I growth and reached € 93.8m. Gross Margin II declined slightly by 0.4 percentage points to 24.3% as a result of Production costs increasing by € 15.4m or +21.1%. The increase in Production costs was mainly driven by the new security document solution project in Africa adding approximately € 9,3m costs, the annualization impact related to the acquisition of the postal courier business “Pink Post” in March 2023 contributing additional cost of € 2.8m versus 2023 as well as higher costs related to the provision of digitalization services and inflation-related cost increases. Analyzed by category the increase in Production costs is mainly related to higher personnel costs (€ +6.2m), Third party services (€ +3.2m), Transportation expenses (€ +3.9m) and Depreciation & amortization expenses (€ +1.1m).

14 Annual Financial Report 2024 (translated)

Operating expenses (OPEX)	2024 in € million	2023 in € million	D '24-'23 in € million	D '24-'23 %
Production costs	(87.4)	(72.0)	(15.4)	21.4
Selling and distribution expenses	(23.3)	(23.3)	0.1	-0.3
Administrative expenses	(27.7)	(25.2)	(2.6)	10.2
Research and development expenses	(8.4)	(7.4)	(1.1)	14.8
+ Depreciation, amortization and impairment	17.8	16.1	1.6	10.2
Total	(129.0)	(111.7)	(17.3)	15.5
Operating expenses as a percentage of Sales	33.5%	31.8%	1.7

Operating expenses (OPEX), excluding depreciation, amortization, and impairment, increased by € 17.3m (15.5%) to € 129.0m, primarily driven by higher production expenses as described above. As a percentage of sales, OPEX increased by 1.7 percentage points to 33.5% compared to 31.8% in 2023. Selling and distribution expenses remained stable at € 23.3m. Administrative expenses increased by € 2.6m (10.2%), primarily due to the expansion of the Group’s management team following its listing and reorganization in H1 2023, contributing € 1.8m of the increase, and to M&A activity related increases of expenses. Research and development (R&D) expenses increased by € 1.1m, reaching € 8.4m in 2024. This increase is related to the investments in AI & Data Analytics by acquiring LS Tech (€ +0.3m), in our Banking-as-a-service offering (€ +1.0m) and to strengthening of our R&D team overall. This increase in R&D expenses was partially compensated by the completion of EU-funded research projects and the thus ensuing cost savings.# Other income and expenses

Other income increased by € 1.2m to € 5.0m in 2024 mainly due to an increase in income from capitalised personnel cost concerning research and development (€ +0.7m) as well as R&D related subsidies (€ +0.3m). Other expenses were increased by € 0.6m to € 2.2m in 2024 mainly due to higher impairment charges for trade receivables (€ +0.3m) and the effect of the new minimum corporate income tax regulation in Romania resulting in additional income tax charges of € + 0.3m that have to be reported within EBITDA as per IAS 12.

In 2024, adjusted EBITDA increased by € 5.6m or 11.4%, from € 49.3m to € 54.9m due to profitable revenue growth as a result the adjusted EBITDA margin increased by 0.2 percentage points from 14.0% to 14.2% in 2024. Adjusted EBIT increased by € 4.0m or 12.0% to € 37.1m as the EBITDA growth was partially compensated by the € 1.6m increase in depreciation and amortization related to investments in machinery and equipment supporting business expansion (€ +1.1m), amortization of acquisition related intangible assets (€ + 0.4m) and impairment charges for idle machinery (€ +0.2m). Adjusted Profit before tax increased by € 3.5m or 13.2% reaching € 29.6m as the growth in EBIT was partially offset by the increase in net finance costs. Net finance costs came in at € 7.5m increasing by € 0.5m mainly due to the higher average outstanding financial debt resulting in higher interest expense of € +0.7m. In 2024, the average interest costs for financial debt slightly decreased to 5.6% from 5.7% in 2023 despite the 3-month-Euribor being on average approximately 25 basis points above its comparative level. These cost increases were partially offset by higher interest income of € +0.3m being essentially related to our Turkish operations and a higher result from associates of € 0.1m.

Special items included in 2024

	2024	2023	D '24-'23	D '24-'23 %
Management participation programs
EBITDA	(3.7)	(2.9)	(0.8)	26.0%
Foreign exchange gains
Profit before tax	0.2	0.1	0.1	203.1%
Foreign exchange losses
Profit before tax	(0.0)	(1.0)	1.0	-99.6%
Income from financial assets and liabilities at fair value through profit or loss
Profit before tax	0.2	0.2	0.0	7.3%
Expense from financial assets and liabilities at fair value through profit or loss
Profit before tax	(0.1)	(1.3)	1.2	-95.6%
Total	(3.3)	(4.9)	1.6	-32.8%

Special items costs decreased by € 1.6m or 32.8% mainly due to lower foreign exchange losses (€ -1.0m) and to lower expenses related to the valuation of financial liabilities (€ -1.2m). These effects were partially compensated by the normalization of expenses for management participation programs (SOPs) and the thus resulting increase of € +0.8m. In 2023, SOP expenses had been reduced by € -2.4m as a result of a one-time provision release in connection with the restructuring of the Group’s SOP.

In 2024, corporate income tax expenses increased by € 2.3m to € 6.6m, leading to a higher effective tax rate based on adjusted Profit before tax (excluding the non-tax deductible SOP and valuation expenses) of 21.9% compared to 16.2% in 2023. The main drivers thereof were the increase in taxable result in the UK and in Greece which is taxed at 25% respectively 22% (€ +2.0m), a one-time update of deferred tax liabilities related to UK-related intangible assets increasing tax expenses by € 0.4m and in parallel a (proportionate) reduction of taxable result in Andorra (taxed at 10%) leading to a higher effective tax rate. Excluding the one-off effect from updating deferred tax liabilities the effective tax rate based on adjusted Profit before tax would have been 20.7%. Profit increased by € 2.8m or 16.6% from € 17.0m in 2023 to € 19.8m in 2024 as a result of the strong operating performance and the resulting growth in adjusted Profit before tax. A reduction of the costs included in Special items by € -1.6m was partially compensated by an increase in Income tax expenses by € +2.3m.

Effect of IAS 29 Hyperinflation on business performance

As presented in the table below, the application of IAS 29 Hyperinflation with respect to our Türkiye-based operations, hyperinflation accounting increased Revenues by € 6.9m reaching € 392.3m in 2024 compared to an increase by € 13.3m reaching € 364.6m in 2023. Hyperinflation accounting also increased Operating expenses (OPEX) by € 0.7m in 2024 compared to € 1.3m in 2023. Adjusted EBITDA, adjusted EBIT and adjusted Profit before tax in the IFRS Income statement increased compared to the management Income statement by € 0.6m (2023: € 1.2m) while Profit decreased by € 0.6m (2023: € 0.2m).

		2024			2023
	IAS29	IFRS	Effect	MGMT	IAS29	IFRS
in € million			MGMT			Effect
Revenues		392.3	6.9	385.3	364.6	13.3
Gross Profit I		182.5	1.3	181.2	161.3	2.5
Gross Profit II		94.6	0.7	93.9	88.3	1.5
OPEX		(129.7)	(0.7)	(129.0)	(113.0)	(1.3)
adjusted EBITDA		55.5	0.6	54.9	50.4	1.2
adjusted EBIT		37.7	0.6	37.1	34.3	1.2
adjusted Profit before tax		30.2	0.6	29.6	27.3	1.1
Profit before tax		25.9	(0.4)	26.3	21.0	(0.2)
Profit		19.2	(0.6)	19.8	16.8	(0.2)

Financial position

Consolidated statement of financial position

	31/12/2024	31/12/2023	D '24-'23	D '24-'23 %
in € million
Non-current assets	165.2	156.8	8.5	5.4%
Current assets	166.4	164.9	1.5	0.9%
Total assets	331.6	321.7	9.9	3.1%
Total Equity	124.8	107.2	17.7	16.5%
Non-current liabilities	117.3	115.2	2.1	1.8%
Current Liabilities	89.5	99.3	(9.9)	-9.9%
Total Equity and Liabilities	331.6	321.7	9.9	3.1%

Total assets increased by € 9.9m from 31 December 2023 to € 331.6m on 31 December 2024 mainly as a result of higher non-current assets (€ +8.5m) and higher Total Equity (€+ 17.7m) being partially compensated by lower current liabilities (€ -9.9m). The increase in non-current assets in particular related to € 4.0m additions to intangible assets from M&A activity and an increase of € 4.3m in tangible assets, including additions of € 2.5m in right-of-use real estate lease assets. The remaining increase results from deferred tax assets (€ +1.4m) while other long-term receivables which include essentially hedging related swaps and other securities decreased by € -1.1m. Non-current liabilities increased by € 2.1m from € 115.2m to € 117.3m in 2024 mostly as a result of higher other long-term payables (€ +1.6m) related to contingent purchase price liabilities for an acquisition conducted in 2024 and negative fair values of interest rate derivatives for hedging purposes. Deferred tax liabilities increased by € +1.8m of which € 0.8m is M&A related. Loans and borrowings were decreased through repayments by € -1.5m compared to 2023. In 2024 current liabilities decreased by € -9.9m, mainly due to lower prepayments received from customers, presented as contract liabilities. Total Equity increased by € 17.7m to € 124.8m mainly as a result of the Profit of the year amounting to € 19.8m, the share-option expense of € 3.4m recognized in the relevant equity reserve being partially compensated by the purchase of own shares (€ -2.1m) and dividends to shareholders and non-controlling interests of € -4.1m. The Equity ratio thus improved from 33.3% on 31 December 2023 to 37.6% on 31 December 2024.

Net Working Capital

	31/12/2024	31/12/2023	D '24-'23	D '24-'23 %
in € million
Inventories	72.8	58.2	14.6	25.2%
Contract assets	15.0	20.4	(5.4)	-26.7%
Current income tax assets	0.5	0.8	(0.3)	-33.8%
Trade receivables	45.3	44.7	0.6	1.4%
Other receivables	11.1	17.1	(6.0)	-35.2%
	144.6	141.1	3.5	2.5%
Current income tax liabilities	(3.6)	(3.0)	(0.6)	21.8%
Trade payables	(43.8)	(43.6)	(0.2)	0.4%
Other payables	(17.0)	(18.3)	1.3	-7.3%
Contract liabilities	(7.2)	(17.4)	10.3	-58.8%
Deferred income	(1.8)	(0.5)	(1.3)	253.0%
	(73.4)	(82.9)	9.5	-11.5%
Net Working Capital	71.3	58.2	13.0	22.4%

Net Working Capital increased by € 13.0m, or 22.4%, from € 58.2m on 31 December 2023, to € 71.3m on 31 December 2024. This increase mainly relates to the increase in inventories by € 14.6m which again is mostly related to higher stocks of payment chips and to lower Contract liabilities for customer prepayments received (€ +10.3m). These effects were partially compensated by lower Contract assets (€ -5.4m), mainly related to semi- finished payment card orders, and lower other receivables (€ -6.0m) related to cash deposits on restricted accounts in connection with the customer prepayments received by the end financial year 2023.

As a percentage of revenues (12-months rolling), Net Working Capital increased from 16.6% to 18.5%. This KPI aligns closely with industry benchmarks.

Statement of cash flows

	2024	2023	D '24-'23	D '24-'23 %
in € million
Cash flows from operating activities	34.0	9.1	24.9	273.1%
Cash flows from investing activities	(15.0)	(11.8)	(3.2)	27.1%
Cash flows from financing activities	(21.1)	5.6	(26.7)	-477.0%
Net increase (decrease) in cash and cash equivalents	(2.1)	2.9	(5.0)	-172.4%
Capital expenditure incl. ROU, excl. M&A (CAPEX)	(19.9)	(18.3)	(1.6)	8.9%

The Group’s Cash flow from operating activities increased by € 24.9m from € 9.1m in 2023 to € 34.0m in 2024 as a result of the increase in operating results, a substantial reduction in the negative cash effect from net working capital build-up by € +21.0m from € -35.3m in 2023 to € -14.3m in 2024 and lower corporate income tax payments (€ + 1.3m).The Cash flow from investing activities came in at a net outflow of € 15.0m related to M&A activity (€ 1.7m net of cash received), to further development of our payment chip operating system ACOS, of our Banking-as-a-service offering and of our digitalization solutions amounting to € 4.8m in total and to investments in tangible assets of € 9.5m for upgrading our machinery park and operational sites and especially with respect to our digital security printing capabilities (€ 2.5m) in order to be able to implement new business opportunities in the African markets. Cash flow from financing activities had a net outflow of € 21.1m compared to an inflow of € 5.6m in the same period in 2023. This outflow primarily relates to interest payments of € 7.5m (2023: € 7.7m), € 4.1m (2003: € 0.9m dividend payments to shareholders and non-controlling interests, the implementation of the share-buy- back program (€ 2.1m) and a net balance of loans and lease repayments (cash outflow) of € 7.5m compared to net cash inflow from the increase in loans & borrowings of € 14.2m in 2023.

Net Debt
| | 31/12/2024 | 31/12/2023 | D '24-'23 | D '24-'23 % |
|---|---|---|---|---|
| in € million | | | | |
| Cash and cash equivalents | (21.7) | (23.8) | 2.1 | -8.8% |
| Loans and borrowings | 117.4 | 118.9 | (1.5) | -1.3% |
| Net Debt | 95.6 | 95.0 | 0.6 | 0.6% |

Net Debt slightly increased by € 0.6m or 0.6% to € 95.6m as of 31 December 2024. Net Debt / Adjusted EBITDA (rolling 12 months) improved from 1.9x in 2023 to 1.7x in 2024.

Annual Financial Report 2024 (translated)

3.5. Financial performance indicators

Key performance indicators

	2024	2023	D '24-'23	D '24-'23 %
in € million
Revenue	385.3	351.3	34.1	9.7%
Gross profit I	181.2	158.8	22.4	14.1%
Gross profit I margin	47.0%	45.2%	1.8%	n/a
Gross profit II	93.8	86.8	7.0	8.1%
Gross profit II margin	24.3%	24.7%	-0.4%	n/a
Total OPEX excluding depreciation	(129.0)	(111.7)	(17.3)	15.5%
Total OPEX excluding depreciation as % on sales	-33.5%	-31.8%	-1.7%	n/a
adjusted EBITDA	54.9	49.3	5.6	11.4%
adjusted EBITDA margin	14.2%	14.0%	0.2%	n/a
adjusted EBIT	37.1	33.2	4.0	12.0%
adjusted EBIT margin	9.6%	9.4%	0.2%	n/a
adjusted Profit before tax	29.6	26.1	3.5	13.2%
adjusted Profit before tax margin	7.7%	7.4%	0.2%	n/a
adjusted Profit after tax	23.1	21.9	1.2	5.5%
adjusted Profit after tax margin	6.0%	6.2%	-0.2%	n/a
Profit after Tax	19.8	17.0	2.8	16.6%
Profit after Tax margin	5.1%	4.8%	0.3%	n/a
Operating Cash Flow	34.0	9.1	24.9	273.1%
Operating Cash Flow as % on sales	8.8%	2.6%	6.2%	n/a
Net Equity / Total Assets	37.6%	33.3%	4.3%	n/a
Net Working Capital	71.3	58.2	13.0	22.4%
Net Working Capital as % on revenues	18.5%	16.6%	1.9%	n/a
Net Debt	95.6	95.0	0.6	0.6%
Net Debt / adjusted EBITDA	1.7	1.9	(0.2)	n/a

3.6. Non-financial performance indicators

Non-financial performance indicators

	2024	2023	D '24-'23	D '24-'23 %
Number of sold cards (in million)	147.8	134.8	13.0	9.6%
Average number of employees in Full-time equivalents	2,301	2,175	125	5.8%
Number of employees in Headcount as of 31 December	2,401	2,739	(338)	-12.3%

Annual Financial Report 2024 (translated)

3.7. Report on segments

The following analysis is based on the business performance as monitored by Group management excluding effects of IAS 29 Hyperinflation accounting.

3.7.1. Western Europe, Nordics, Americas

Business performance

	2024	2023	D '24-'23	D '24-'23 %
in € million
Revenues	130.9	116.0	14.9	12.8%
Costs of material & mailing	(75.4)	(63.6)	(11.8)	18.5%
Gross profit I	55.5	52.3	3.1	5.9%
Gross margin I	42.4%	45.1%	-2.8%
Production costs	(22.5)	(21.6)	(0.9)	4.3%
Gross profit II	33.0	30.8	2.2	7.1%
Gross margin II	25.2%	26.5%	-1.4%
Other income	0.1	0.7	(0.6)	-87.3%
Selling and distribution expenses	(8.5)	(9.7)	1.3	-12.9%
Administrative expenses	(8.5)	(9.0)	0.5	-5.0%
Research and development expenses	(1.6)	(0.5)	(1.0)	200.5%
Other expenses	(0.3)	(0.1)	(0.2)	174.5%
+ Depreciation, amortization & impairment	6.4	5.7	0.6	11.4%
adjusted EBITDA	20.6	17.9	2.7	15.0%
adjusted EBITDA margin	15.7%	15.4%	0.3%
- Depreciation, amortization & impairment	(6.4)	(5.7)	(0.6)	11.4%
adjusted EBIT	14.2	12.2	2.0	16.7%

The segment Western Europe, Nordics and Americas (WEST) reported Revenues of € 130.9m, an increase of € 14.9m or 12.8% compared to the previous year. If we exclude from the comparative period the impact of our strategic decision to de-prioritise wholesale chip sales and to focus on the sale of complete smart card solutions, with a total effect of € 18.7m in this segment, the organic like-for-like growth of this solution category amounts to € 32.8m or 33.7%. This growth was primarily driven especially by the Challenger bank sector and product-wise by sales of high-end metal cards (€ +21.0m), regular payment cards (€ +4.1m) and associated personalization and fulfilment (€ +2.0m) as well as postal services (€ +4.5m). Gross profit I increased with € 3.1m or 5.9% to € 55.5m due to increased revenues while Gross Margin I decreased by 2.8 percentage points to 42.4%. The reduction in Gross margin I is a result of increased metal cards and postal services sales with proportionally higher associated costs of material & mailing. Gross profit II increased by € 2.2m or 7.1% from € 30.8 to € 33.0m due to higher Gross Profit I being only partially compensated by the increase Production costs of € 0.9m or 4.3%. Gross margin II decreased by 1.4 percentage points reaching 25.2% as implemented costs saving measures helped to partially compensate the reduced Gross margin I.

Operating expenses excl. D, A & I (OPEX)

	2024	2023	D '24-'23	D '24-'23 %
in € million
Production costs	(22.5)	(21.6)	(0.9)	4.3%
Selling and distribution expenses	(8.5)	(9.7)	1.3	-12.9%
Administrative expenses	(8.5)	(9.0)	0.5	-5.0%
Research and development expenses	(1.6)	(0.5)	(1.0)	200.5%
+ Depreciation, amortization & impairment	6.4	5.7	0.6	11.4%
Total	(34.7)	(35.1)	0.4	-1.1%
Operating expenses as a percentage of revenues	26.5%	30.2%	-3.7%

OPEX came in at € 34.7m in 2024 decreasing by € 0.4m or 1.1% compared to 2023. Production increased by € 0.9m or 4.3% mainly due to an inflation related increase in personnel expenses (€ +0.7m). Sales and distribution expenses decreased by € 1.3m or 12.9% due to lower transportations costs (€ -1.4m) mainly related to a reclassification of certain expenses to Costs of Material & Mailing and thus decreasing Gross profit I and II in 2024. Administrative expenses decreased by € 0.5m mainly as a result of savings in personnel costs (€ -0.5m). The increase in research and development expenses is related to our development efforts in our digital payments offering. As a percentage of revenues, OPEX decreased from 30.2% to 26.5% due to the increase in revenues. Adjusted EBITDA reached € 20.6m in 2024, increasing by € 2.7m or 15.0% compared to 2023, while the adjusted EBITDA margin reached 15.7%, slightly increasing by 0.3 percentage points as a result of the increased gross profit with € 2.2m and cost control in the different functions. Adjusted EBIT amounted to € 14.2m, an increase of € 2.0m, or 16.7%, as a result of the good operating performance, which compensated the increase of € 0.6m in depreciation and amortisation.

Annual Financial Report 2024 (translated)

3.7.2. Central Eastern Europe & DACH

Business performance

	2024	2023	D '24-'23	D '24-'23 %
in € million
Revenues	224.9	224.6	0.3	0.1%
Costs of material & mailing	(123.7)	(127.4)	3.7	-2.9%
Gross profit I	101.2	97.1	4.1	4.2%
Gross margin I	45.0%	43.3%	1.7%
Production costs	(50.6)	(45.9)	(4.7)	10.3%
Gross profit II	50.6	51.2	(0.7)	-1.3%
Gross margin II	22.5%	22.8%	-0.3%
Other income	4.7	3.0	1.7	58.4%
Selling and distribution expenses	(12.4)	(12.2)	(0.2)	1.7%
Administrative expenses	(15.9)	(14.3)	(1.6)	11.1%
Research and development expenses	(6.5)	(6.1)	(0.4)	5.8%
Other expenses	(1.5)	(1.3)	(0.2)	14.2%
+ Depreciation, amortization and impairment	10.6	10.1	0.6	5.8%
adjusted EBITDA	29.6	30.3	(0.7)	-2.3%
adjusted EBITDA margin	13.2%	13.5%	-0.3%
- Depreciation, amortization and impairment	(10.6)	(10.1)	(0.6)	5.8%
adjusted EBIT	19.0	20.2	(1.3)	-6.4%

The Central Eastern Europe & DACH (CEE) segment reported revenues of € 224.9m in 2024, reflecting a slight increase of € 0.3m or 0.1% compared to 2023. Growth in Digital Transformation Technologies, particularly in Romania and Greece through public digitalization contracts and private sector increase in solutions provided, contributed € +11.3m. This was offset by a € -12.0m decline in Identity & Payment Solutions related to by € 2.1m lower intersegment sales, mainly due to lower chip sales (€ -1.5m). The most significant impact came from contract assets accounted for based on the percentage-of-completion method: While 2023 revenues were positively affected by a € 9.3m build-up of contract assets, 2024 revenues were negatively affected by a reduction of € 4.3m in contract assets, resulting in a year-on-year contract assets related revenue deviation of € -13.6m. Document Lifecycle Management reached € 97.6m in 2024 growing by € 0.9m compared to last year. While the Printing category achieved a growth of € 1.2m, postal services slightly decreased by € 0.3m. Gross profit I increased by € 4.1m, or 4.2%, to € 101.2m. Gross margin I improved by 1.7 percentage points, from 43.3% to 45.0%, driven by revenue growth in Digital Transformation Technologies and a higher proportion of service-related revenues with no or lower associated material and postage costs. Gross profit II decreased by € -0.7m, or -1.3%, from € 51.2m to € 50.6m, mainly as a result of the increase in Production costs by 4.7m or 10.3%. The increase of Production cost is mainly due to the annualization effect of the Pink Post acquisition in March 2023 with an effect of € +2.8m in 2024, to the implementation of digitalization projects which led to an increase of € +1.6m with respect to personnel and third party expense as well to higher depreciation and amortization (€ 1.1m). Gross margin II decreased by -0.3 percentage points and came in at 22.5%.# Annual Financial Report 2024 (translated)

Operating expenses excl. D, A & I (OPEX)

	2024	2023	D '24-'23	D '24-'23 %
Production costs	(50.6)	(45.9)	(4.7)	10.3%
Selling and distribution expenses	(12.4)	(12.2)	(0.2)	1.7%
Administrative expenses	(15.9)	(14.3)	(1.6)	11.1%
Research and development expenses	(6.5)	(6.1)	(0.4)	5.8%
+ Depreciation, amortization and impairment	10.6	10.1	0.6	5.8%
Total	(74.8)	(68.5)	(6.3)	9.2%
Operating expenses as a percentage of revenues	33.3%	30.5%	2.8%

OPEX increased by € 6.3m or 9.2% to € 74.8m, mostly as a result of higher Production costs. Administrative expenses, primarily related to a higher allocation of group management fees, increased by € 1.6m or 11.1%. While Selling and distribution expenses only increased by € 0.2m or 1.7%, Research and development expenses increased by € 0.4m or 5.8% mainly as a result of higher personnel and third party expenses (in total € +0.6m) reflecting our continuous investment in R&D being partially compensated by lower depreciation & amortization charges (€ -0.2m). As a percentage of revenues, operating expenses increased from 30.5% to 33.3% in 2024.

Other income in the CEE segment increased by € 1.7m or 58.4% compared to the previous year. This increase is mainly due to higher capitalised personnel costs (€ +0.7m) related to R&D activity for developing our operating systems and digitization capabilities, an increase in received R&D subsidies of € +0.5m and a release in allowanced for doubtful receivables of € +0.3m.

Other expenses increased by € 0.2m compared to the previous year, mainly as a result of the effect of the new minimum corporate income tax regulation in Romania resulting in additional income tax charges of € + 0.3m that have to be reported within EBITDA as per IFRS.

Adjusted EBITDA came in at € 29.6 decreasing by € -0.7m or -2.3% mainly as a result of higher Administration and Research & development expenses being partially offset by the increase in other income. The adjusted EBITDA margin came in at 13.2% decreasing by -0.3 percentage points compared to 2023.

Adjusted EBIT decreased by € -1.3m or -6.4% from € 20.2m in 2023 to € 19.0m in 2024 because of a lower EBITDA and an increase in depreciation and amortization by € -0.6m or -5.8%.

Türkiye / Middle East and Africa

Business performance

	2024	2023	D '24-'23	D '24-'23 %
Revenues	72.1	53.7	18.4	34.4%
Costs of material & mailing	(45.0)	(42.0)	(3.0)	7.2%
Gross profit I	27.1	11.7	15.4	132.1%
Gross margin I	37.5%	21.7%	15.8%
Production costs	(14.2)	(4.6)	(9.6)	208.9%
Gross profit II	12.8	7.1	5.8	81.8%
Gross margin II	17.8%	13.1%	4.6%
Other income	0.1	0.0	0.1	n/a
Selling and distribution expenses	(2.4)	(1.4)	(1.0)	66.8%
Administrative expenses	(2.3)	(0.8)	(1.5)	195.2%
Research and development expenses	(0.3)	0.0	(0.3)	0.0%
Other expenses	(0.4)	(0.2)	(0.2)	75.0%
+ Depreciation, amortization and impairment	0.8	0.3	0.4	124.8%
adjusted EBITDA	8.3	4.9	3.4	68.2%
adjusted EBITDA margin	11.5%	9.2%	2.3%
- Depreciation, amortization and impairment	(0.8)	(0.3)	(0.4)	124.8%
adjusted EBIT	7.6	4.6	3.0	64.0%

The Türkiye, Middle East, and Africa (MEA) segment recorded Revenues of € 72.1m, reflecting an increase of € 18.4m or 34.4% compared to the previous year 2023. This growth was primarily driven by a new security documents solution contract in the African market, which contributed an additional € 18.7m in revenues, an increase of € +0.9m of the African business in Identity & Payment Solutions, while revenues in the Turkish Identity & Payment Solutions market had a slight decline of € -0.7m.

Gross profit I increased by € 15.4m or 132.1%, while Gross margin I improved by 15.8 percentage points, increasing from 21.7% to 37.5%. This was driven by the different gross margin profile of security documents solution projects, which have comparatively lower attributed costs for materials and mailing.

Gross profit II increased by € 5.8m, or 81.8%, from € 7.1m to € 12.8m and Gross margin II improved by 4.6 percentage points to 17.8% as the Gross profit I increase was partially reduced by higher Production costs of €+9.6m or 208.9%, mainly associated with the implementation of the new security documents solution contract.

Analyzed per cost type

	2024	2023	D '24-'23	D '24-'23 %
Production costs	(14.2)	(4.6)	(9.6)	208.9%
Selling and distribution expenses	(2.4)	(1.4)	(1.0)	66.8%
Administrative expenses	(2.3)	(0.8)	(1.5)	195.2%
Research and development expenses	(0.3)	0.0	(0.3)	0.0%
+ Depreciation, amortization and impairment	0.8	0.3	0.4	124.8%
Total	(18.5)	(6.5)	(12.0)	184.7%
Operating expenses as a percentage of revenues	25.7%	12.1%	13.6%

Production costs mainly increased due to higher personnel and third party expenses (€ +4.7m in total) and transportation expenses (€ +4.0m).

Operating expenses (OPEX) increased by € 12.0m or 184.7% reaching € 18.5m. This increase was mainly due to higher Production costs (€ +9.6m) as described above. Selling, administrative and R&D expenses increased overall by € 2.8m as a result of the business increase as well as in line with our strategic decision to focus on growing the Group’s business in the MEA region, especially in the security printing and ID sector. As a percentage of revenues, OPEX increased from 12.1% to 25.7% in 2024.

Adjusted EBITDA increased by € 3.4m or 68.2% to € 8.3m and the adjusted EBITDA margin came in at 11.5% increasing by 2.3 percentage points both as a result of margin accretive business growth.

Adjusted EBIT increased by € 3.0m or 64.0% to € 7.6m essentially in parallel with adjusted EBITDA reduced by higher depreciation related to the security printing contract.

FUTURE DEVELOPMENT AND RISKS

Future development

The Group’s strategy going forward is to enhance its position as a leading provider for payment solutions, as well as digital transformation technologies. Based on the high expertise in its field and strong data security and software development capabilities AUSTRIACARD HOLDINGS will leverage its diversified client base and longstanding relationships in addressing their business need and be an enabler for their growth.

In this context, the Group’s main strategy pillar is increasing its market share and creating a more balanced product portfolio by implementing actions such as:

A. Market penetration and market development through:
i. Expanding its geographical presence in markets where it is underrepresented or has not reached maturity level. The focus markets/regions are UK and Middle East and Africa.
ii. Increasing the contribution of digital services and solutions in the markets of its current operation, by making the Group’s combined product and solutions portfolio available initially to its existing clientele.
iii. Increasing its client base starting from the banking sector by serving the rapidly growing Challenger Banks in existing and new markets, exploiting its track record and references on how to serve the needs of this different client base.

B. Product portfolio development and diversification through:
i. Enhancing the Group’s product portfolio, which is serving the banking sector, focusing on solutions like payment cards as a service and on end-to-end solutions for digital and neo-banks.
ii. Providing additional formats of payment cards addressing the client’s needs and recent technical trends (like fingerprint cards, metal cards, eco-friendly cards, wearables).
iii. Continue investing in owned developed software for digitalization solutions using machine learning and AI technologies. Also advancing in data analytics providing tools for trends understanding and management decisions.

In the fast-moving market place the Group is operating in, it has decided to grow its presence and offering also by means of “acquiring” from the market already established solutions that are usually at the early stage of development and deployment. In this direction, the Group has already had some M&A activity in recent years that have enabled it to enrich its product offering and geographical footprint.

Additionally, in order for AUSTRIACARD HOLDINGS to maintain and to further increase its competitiveness, it needs to innovate constantly. Developing the right technology at the right time and having the necessary organizational structures in place is crucial. We seek to follow and cautiously anticipate market developments through carefully targeted investments. Maintaining and improving our R&D capabilities is mandatory for our future growth.

Outlook

After the strong business growth in 2023 and 2024 and despite the continued weak outlook for the European economy, we target further business growth for the business year 2025. The rationale behind this growth expectation can be associated mainly with the following drivers:

a) significant increase in the turnover from Digital Transformation Technologies, especially with the implementation of the public digitalization projects in Greece and
b) growth in the MEA region by acquiring and implementing government and citizen identity solutions.

These growth drivers are expected to have a higher contribution in the second half of 2025.

Risk Management, risks and uncertainties

By striving for sustained and profitable growth, AUSTRIACARD HOLDINGS is exposed to risks. We seek to limit our exposure solely to unavoidable risks and closely monitor the effects of such exposure to limit the overall risk. Therefore, risk management is a fundamental part of our planning process and the implementation of our strategy. Risk policies, internal control and risk management were determined by management and are apparent in our monthly reporting.# Monthly results are closely analysed, adequate measures to manage risks are determined and monitored in management meetings. The Management Board is responsible for the Group’s risk management, defines the risk policy which is generally characterized by a conservative approach and sets the framework for Group-wide risk management. The Management Board has implemented a formalized risk process in order to ensure compliance with the Austrian Corporate Governance Code. There is a focus on risk prevention and risk reduction which are, as far as economically justifiable, achieved by appropriate control measures and complemented by the Group’s insurance program. Each risk area that is considered to be significant is assigned to a risk area officer with relevant expertise who is responsible for analysing, assessing, controlling, and monitoring the respective risks. Thus, the risk management process does not take place in an isolated way, but as an integral part of the organization and its procedures. The identified risks are evaluated in terms of potential damage and probability of occurrence before as well as after taking safeguarding and steering measures. For each risk that is identified and considered to be significant for the Group, specific control, steering and safeguarding measures are determined, taking into account the Group-wide risk policy, in order to manage the respective risk. These measures are continuously evaluated and developed or amended. They are oriented towards improving the Group’s risk position, however without restricting possible opportunities. If any of the risks outlined in the section below materialises, this could have an adverse effect on the business, financial condition, and result of operations of the Group:

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4.3.1. Risks relating to the (macro-) economic and political environment

Risks related to uncertainty in the current economic context

Following the COVID-19 pandemic there is a higher than usual degree of uncertainty in the current economic context, mainly due to the heightened geopolitical tensions following Russia’s invasion of Ukraine and the conflict in Gaza, which have exacerbated inflationary pressures, supply chain bottlenecks and volatility in commodity and financial markets. While inflation has been reducing over the last 12 months, new uncertainties have emerged regarding the further economic development as described in section 3.1, especially in the Euro area which is the Group’s core market. The combined effect thereof may have an adverse effect on business and consumer confidence and the global economy generally. An economic downturn may impact the Group’s customers, resulting in their inability to pay amounts owed to the Group and may affect demand for the Group’s goods and services. Additionally, the sourcing and cost of raw materials may be negatively affected.

Inflationary pressures

The Group’s business and operations may be affected by a renewed inflation surge or constantly higher inflation in the countries in which we operate compared to the countries to which we export. Inflation is expected to put upward pressure on the Group’s expenses, particularly wages, operating expenses and material costs which may not or only partially be passed on to the Group’s customers.

4.3.2. Risks relating to the Group’s industry and business

Evolving market trends and changing technologies

The market for electronic payment systems is characterized among others by: rapid technological advancements, frequent product introductions and enhancements, local certification requirements and product customizations, evolving industry and government performance and security standards and regulatory requirements, introductions of competitive products and alternative payment solutions, such as mobile payments and processing, at the POS (point of service) and rapidly changing customer and end user preferences or requirements. Because of these factors, the Group must continually enhance its existing solutions and develop and market new solutions and it must anticipate and respond timely to these industry, customer and regulatory changes in order to remain competitive. Additionally, while the Group expects innovative solutions developed to address the ongoing digital transformation to comprise an important and increasing component of the Group’s services portfolio going forward, the Group faces the risk that some industries may not continue to aggressively pursue their “digital reinvention”. The fact that the Group has a wide industry reach and does not depend on one industry only gives the ability to mitigate any turbulence or slower digital transformation progress.

Sales and competition

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The electronic payment industry is facing recent competition emerging from non-traditional competitors, such as Apple, PayPal and Google, which offer alternative payment methods that generally bypass the traditional card- based interchange-based payment processing systems on which much of the industry’s current business model is largely based. Moreover, these non-traditional competitors have considerable financial resources and strong networks and are highly regarded by consumers. However, EMV cards are the pre-eminent mean of payment and is a reliable back up to new means of payment such as electronic wallets. On the other hand, there is still a big migration to happen from cash payment to credit/debit cards which will ensure the growth projected. Additionally, Challenger Banks where the Group has a big market penetration, as well as traditional banks issue cards as a marketing tool and to have a physical connection with their customers since the number of physical branches is reducing. To mitigate that risk, the Group aims at effectively competing with existing competitors and new market entrants by developing and offering, in a timely manner, an attractive solutions portfolio with technological features its customers desire.

Procurement

The Group utilizes, as customary in this industry, a limited number of suppliers and service providers to supply certain of the key components of the cards, the print products and other components, used in the development and operation of the Group’s services and products. In particular, the Group collaborates with specific suppliers for the supply of materials based on long-term partnerships which are mainly governed by framework contracts with an indefinite duration or a definite duration of up to three years based on which materials and services are ordered according to operational requirements. The Group relies upon these suppliers to produce and deliver products and materials on a timely basis and at an acceptable cost. Business interruptions could affect the ability of these suppliers to produce and deliver the ordered products and services on time. If these suppliers and service providers were unable to continue providing their services, the Group could encounter difficulty finding alternative suppliers. Nevertheless, for most of the critical components used in production we have qualified alternative supplier to mitigate this risk.

Supply chain management

If the Group inaccurately forecasts demand for its products, it could end up with either excess or insufficient inventory to satisfy demand. This problem is exacerbated because the Group generally receives a volume of customer orders on short notice which leaves the Group little time to adjust inventory mix to match demand. During the transition from an existing product to a new replacement product, the Group must accurately predict the demand for the existing and the new product. Furthermore, introducing new products into the Group’s current markets or existing products into new markets involves the uncertainty of whether the market shall adopt the Group’s product in the volumes and time frames that it anticipates or at all. Not properly managed inventory levels could lead to increased expenses associated with writing off excessive or obsolete inventory, maintaining significant inventory of components and thus increasing net working capital and indirectly financing costs and decreasing liquidity, additional shipping costs to meet immediate demand and a corresponding decline in gross margins or lost sales. As such forward looking rolling forecast is being implemented from the Group in order to manage in the best possible way the demand coming from its client base.

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Business interruption

The Group depends on the efficient and uninterrupted operation of numerous systems, including its computer systems, software, servers and data centers. The services the Group delivers are designed to securely and reliably process very complex and sensitive digital data volumes and to manage and distribute these data at very high volumes and processing speeds. Any failure to deliver an effective and secure service or performance issues that result in significant processing or reporting errors or service outages could have an adverse effect on a potentially large number of users, the Group’s business, and, ultimately, its reputation.# Events that could cause system interruptions include, but are not limited to, fire, natural disasters, telecommunications failure, computer viruses, unauthorized entry, terrorist acts and war. To mitigate such risks, the Group is developing and implementing plans for disaster recovery, back-up sites and protective measures against natural disasters and other potential causes for business interruption.

Information security and Data breach

The Group operates in an industry that makes it a target of cyber and other attacks, including hacking attacks, on its systems as well as on its payment solutions. The Group’s business involves the collection, transmission, storage and use of proprietary data or personally-identifying information of its customers, business partners and employees, as well as, in certain cases, end-users of its products or services, including names and addresses, cardholder data, and payment history records, among other data and information. The confidentiality and integrity of the client and consumer information on the Group’s servers and other information systems is critical to the operation of its business. As a result, the Group is exposed to risks of third-party security breaches, including hacking attacks, employee error, malfeasance, or other irregularities or compromises of its systems which could result in the loss or misappropriation of sensitive data, corruption of business data or other disruption to the Group’s operations. The Group has devoted significant resources to security measures, processes and technologies to protect and secure its networks and systems, but they cannot provide absolute security, especially in light of rapid advances in computer capabilities and cryptography. Key measures to mitigate these risks are among others data privacy and data protection measures, data leakage prevention controls and the implementation of cyber security measures including vulnerability and penetration testing.

Compliance with industry and government regulations and standards

The Group’s products and services must meet industry standards such as the Payment Card Industry standards (PCI for Card Production and Provisioning - PCI CP&P) as well as those imposed by payment transactions standards setting organizations such as EMV and other associations and standard setting organizations (such as ISO). The Group’s operational sites are certified according to the above mentioned standards. The Group is a certified producer of Visa, Mastercard (CQM) and Diners Club International brands and operates under permanent supervision of external auditors appointed or accredited by the PCI Security Standards Council (PCI SSC) and other institutions following strict standards for digital and physical security. The Company has effective specific security policies and procedures which are audited on an annual basis with respect to physical and logical security by PCI Card Production Security Assessors (CPSA), card schemes and relevant ISO Standards’ accreditation bodies. All previous audit procedures have been successfully concluded without any impact on the relevant certifications.

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4.3.3.Regulatory and legal risks

Privacy and protection of personal data

In conducting its activities, the Group regularly acts as processor of personal data. Therefore, the Group is subject to data privacy and protection laws and regulations of various jurisdictions that apply to the collection, transmission, storage and use of proprietary information and personally-identifying information. As data processors, the Group companies are most often subject to more obligations in terms of data protection than a data controller, in light of the fact that these obligations are of two categories, respectively those provided by law as mentioned above and those arising from the contractual relationships concluded with data controllers who have the freedom to send specific instructions to the processor regarding data protection. The regulatory environment surrounding information security and data privacy varies from jurisdiction to jurisdiction and is constantly evolving and increasingly demanding. The Group’s failure to keep apprised of and comply with privacy, data use and security laws, standards and regulations could result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of services and the imposition of administrative, civil or criminal penalties including fines, or may cause existing or potential customers to be reluctant to conduct business with the Group, damage to the Group’s reputation and its brand, any of which could have an adverse effect on the Group’s business, results of operations and financial condition. To mitigate this risk the Group has implemented relevant data privacy and data protection measures.

Compliance with laws and regulations

Compliance risks arising from possible non-conformity with standards, laws, ethical codes of conduct, and, where applicable, voluntary commitments, such as the code of conduct, are managed especially by means of preventive measures such as regular systematic compliance monitoring, the four-eyes principle as well as Group-wide guidelines and trainings. The aim is to ensure strict adherence to compliance requirements.

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4.3.4.Financial risks

Currency risk

The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA). The currencies in which the Group’s transactions are denominated are mainly Euro and RON and to a lesser extent GBP (British Pound), USD (US Dollar), TRY (Türkiye), PLN (Poland) and others. Exposure to currency fluctuations arises also from converting the financial information of the Group’s subsidiaries in Romania, Turkey, Poland, UK and USA from functional (local) to presentation currency (Euro) and its incorporation in the Group’s financial statements. Management continuously monitors the development of relevant foreign exchange rates for current or upcoming transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers and receiving invoices from suppliers in the functional currency of the respective group component. As most costs of the Group accrue in Euro the Group also aims at fixing Euro sales prices for deliveries invoiced local currency. Where deemed useful, the Group uses foreign currency derivatives to hedge future transactions, trade receivables and liabilities.

Interest rate risk

The Group is essentially financed using borrowings and loans with variable interest rates which are mostly linked to the Euribor. If the Group would not use derivatives for hedging, interest charges would – given the same level of net debt – increase if the Euribor increases. Management continuously monitors the development of net debt and interest rates. In order to reduce the Group’s interest rate risk or long-term loans, interest rate swaps and collars have been concluded to change the variable interest to a fixed interest rates respectively to reduce the variability of interest costs in case of interest rate collars.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit- worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are banks and utility companies with sound credit ratings which reduces the Group’s overall credit risk. In order to further decrease credit risk, the Group uses non-recourse factoring for certain customers.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term financial debt as well as the working capital requirements. Liquidity needs are monitored on a monthly basis and based on annual forecasts. Net cash requirements are compared to available borrowing limits, to identify surpluses or deficiencies in liquidity.

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Stock obsolescence

Stock obsolescence risk refers to the potential financial loss arising from inventory becoming outdated, unsellable, or significantly devalued due to changes in market demand, technological advancements, or product lifecycle expiration. In order to mitigate the stock obsolescence risk, the Group is implementing a forward-looking rolling forecast in order to align in the best possible way the demand coming from its client base with material purchases and existing stock levels. Further, the Group is monitoring chip expiration dates and their match with expected production needs emphasising the use of chips with shorter expiration dates, aims at negotiating terms with suppliers allowing for postponing the delivery of orders and for exchanges of orders to new technology and regularly reviews stock levels and stock movements to identify articles subject to obsolescence risk.

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5.# INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS

The Management Board is responsible for establishing and structuring an appropriate internal control and risk management system with regard to the accounting process, financial reporting and the preparation of the consolidated financial statements. This ensures the completeness, reliability and traceability of financial information. In addition, the appropriateness and efficiency of the processes and compliance with legal, contractual and internal regulations are ensured. The organizational and operational structure defines clear and unambiguous responsibilities for the individual companies and the Group. The central functional areas "Group Reporting" and "Group Controlling" are responsible for drawing up uniform, state-of-the-art Group guidelines and for organizing and monitoring financial reporting within the Group. The basis of the processes for Group accounting and reporting is an accounting manual, which is regularly updated and is based on the International Financial Reporting Standards (IFRS). Group guidelines, work instructions and process descriptions form another important basis of the internal control system (ICS). Key elements of the ICS include regular compliance with the principle of dual control, the upright separation of functions and defined control steps for monitoring and auditing the effectiveness and efficiency of operating activities, the reliability of financial reporting and compliance with the relevant legal requirements for the company. AUSTRIACARD HOLDINGS acts in accordance with international standards and best practices. Business transactions are recorded using different software solutions. The individual companies deliver monthly reporting packages to Group headquarters containing all relevant accounting data for the statement of comprehensive income, balance sheet and cash flow statement. This data is entered into the central consolidation system IDL KONSIS on a monthly basis. The financial information is reviewed at Group level and forms the basis for ongoing management reporting as well as for the annual financial report and the half-year interim report in accordance with IAS 34. Defined consolidated Group reports consisting of the income statement, balance sheet, equity reconciliation and cash flow statement are prepared on a monthly basis and submitted to the Executive Board and the extended Group management. These reports include a comparison with the budget and the previous year. The Management Board informs the Supervisory Board on a quarterly basis about economic developments in the form of presentations consisting of the consolidated financial statements, segment reporting, earnings performance with budget and previous year comparisons, forecasts and selected key figures. Internal Audit has been set up as a staff unit of the Management Board, with the Group CFO being technically responsible. The annual audit plan is approved by the Audit Committee of the Supervisory Board based on the proposal of Internal Audit and of the Management Board. Internal Audit reports in writing on the results of the audits to the Management Board and the Audit Committee of the Supervisory Board on a quarterly basis.

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6. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED AGREEMENTS IN ACCORDANCE WITH SECTION 243 A (1) UGB

Composition of capital, stock categories

Please refer to note 21.A (Share capital and additional paid in capital).

Restrictions concerning the voting rights and the transfer of shares

There were no restrictions on voting rights or the transfer of shares as at the reporting date.

Direct or indirect participation in capital of at least 10 %

As at December 31, 2024, according to the information disclosed to the company, the following persons held interests of at least 10 percent in the company's capital:

Mr. Nikolaos Lykos, Chairman of the Company's Management Board

Owners of shares with special control rights and a description of these rights

There are no shares with special control rights.

Type of voting rights control for capital participation by employees, if they do not directly exercise the right to vote

There is no voting rights control for capital participation by employees.

Provisions for appointment and revocation of members of the Management Board and the Supervisory Board and regarding alteration of the Articles of Association of the Company that do not arise directly from the Act

There are no provisions of this type.

Authorization of the members of the Management Board that does not arise directly from the Act, in particular with regard to the option of issuing or repurchasing shares

Please refer to note 21.A (Share capital and additional paid in capital).

All significant agreements to which the Company is a party and that take effect are modified or terminated in the event of a change of control of the Company as a result of a takeover offer as well as its effects; agreements which would significantly damage the Company if made public are excepted, unless the Company is obligated to make such information public as a result of other statutory provisions

There is a standard market "change of control" clause, which may lead to the termination of the agreement regarding the company's syndicated financing facility totaling € 186.6 million.

Existence and significant content of compensation agreements between the Company and the members of its Management and Supervisory Boards or employees in the event of a public takeover offer

There are no agreements of this type.

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7. CONSOLIDATED NON-FINANCIAL STATEMENT IN ACCORDANCE WITH SECTION 267 A UGB

The option was chosen to meet the obligations pursuant to section 267a UGB by preparing a separate consolidated non-financial report.

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8. PERSONNEL

The expertise and dedication of our employees across all segments continue to be a driving force behind the success of AUSTRIACARD HOLDINGS. Despite ongoing global economic uncertainties and evolving market challenges, we have achieved solid operational growth thanks to the commitment and resilience of our people. The past years have reinforced the importance of health and well-being, which remain a top priority for us. As a Group, we are dedicated to fostering a healthy work environment by implementing initiatives that support both physical and mental well-being. Our commitment extends beyond the pandemic, ensuring our employees thrive in a balanced and supportive workplace. Our employees’ expertise, innovative mindset, and motivation are essential for the continued international growth and success of AUSTRIACARD HOLDINGS Group. To strengthen team collaboration and professional development, we continue to invest in initiatives such as the AUSTRIACARD Academy, which focuses on continuous learning and internal cooperation. To ensure alignment with the Group’s strategic objectives, a part of the annual remuneration for management positions remains performance-based. This variable component is linked to the achievement of key Group targets, including revenue, adjusted EBITDA, and adjusted profit before tax, as well as individual goals tailored to each role’s responsibilities. Overall, the Group's headcount decreased from 2,739 at 31 December 2023 to 2,401 at 31 December 2024, mainly due to the reduction of the Pink Post postal and courier services (-314) as a result of the optimization of the delivery network in Romania.

Number of employees

	31/12/2024	31/12/2023	D '24-'23	D '24-'23 %
Western Europe, UK, Nordics, Americas	516	534	(18)	-3.4%
Central Eastern Europe & DACH	1,778	2,082	(304)	-14.6%
Türkiye / Middle East and Africa	91	102	(11)	-10.8%
Corporate	16	21	(5)	-23.8%
Total	2,401	2,739	(338)	-12.3%

The average number of employees counted as full-time-equivalents was increased by 125 FTE from 2,175 FTE in 2023 to 2,301 FTE in 2024.

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9. ENVIRONMENTAL MANAGEMENT

AUSTRIACARD HOLDINGS (ACAG) has recently updated its Vision and Mission, reinforcing its commitment to sustainability.

Vision:

Building on our legacy and dedication to social responsibility, we envision a world where our secure, innovative technologies foster meaningful connections, protect what matters, and empower communities to thrive.

Mission:

Our mission is to empower clients with innovative, secure solutions that generate lasting value for individuals, partners, and communities—guided by our unwavering commitment to sustainability.

Sustainability Initiatives

In the past year, ACAG launched a comprehensive sustainability project in collaboration with a specialized consultancy. Key initiatives include:

Double Materiality Analysis – Assessing the company’s impact on the economy, environment, and society while identifying associated risks and opportunities.
Greenhouse Gas Inventory (Scope 1, 2, and 3) – Measuring emissions across the group’s key operational entities to better understand and manage our carbon footprint.
Taxonomy Analysis – Identifying activities that qualify as sustainable economic practices, establishing assessment methodologies, and ensuring alignment with OECD guidelines and UN principles.
CSRD Compliance Preparation – Collecting data to meet the requirements of the Corporate Sustainability Reporting Directive (CSRD), the new European regulation that replaces Directive 2014/95/EU and mandates sustainability reporting from 2024.

ACAG is aligning all entities under a unified Environmental, Social, and Governance (ESG) framework. This will enable the group to establish a clear, consolidated strategy with short-, medium-, and long-term goals aligned with the Sustainable Development Goals (SDGs) and Agenda 2030.# Environmental Management Commitment

ACAG operates an effective environmental management system, founded on regulatory requirements and best practices. Our commitments include:

Complying with environmental laws and regulations across all operational countries.
Conducting regular environmental impact assessments.
Systematically identifying and reviewing environmental impact to enhance performance.
Holding regular management reviews to evaluate environmental challenges and improvements.

Key Environmental Priorities

Investing in climate change mitigation initiatives.
Implementing circular economy practices at multiple sites.
Utilizing recycled materials.
Preventing and controlling pollution (air and water).
Committing to continuous improvement.
Adopting sustainable energy sources.
Enhancing waste management practices.
Engaging with communities on sustainability initiatives.

By embedding sustainability into our core strategy, ACAG is paving the way for a more responsible and resilient future. Additionally, our operating entities AUSTRIACARD GmbH, TAG Systems SAU, TAG Systems Smart Solutions SLU and TAG SYSTEMS UK Limited, INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and NEXT DOCS comply with ISO 14001:2015 (Environmental management systems). AUSTRIACARD GmbH also complies with EMAS (Eco Management and Audit Scheme) and INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and TAG SYSTEMS UK Limited comply with FSC (Forest Stewardship Council). The managers of the respective production and business premises are responsible for complying with these provisions. Furthermore, there are clear regulations governing the responsibilities for environmental protection issues in all countries where the Group operates.

39 Annual Financial Report 2024 (translated)

10. RESEARCH AND DEVELOPMENT

AUSTRIACARD has restructured its research and development (R&D) activities to adopt a solution-based approach. This innovative structure centralizes R&D efforts to focus on delivering complete, integrated solutions tailored to customer needs. By moving to a solution-based R&D model, the Group ensures a more cohesive development process, enhanced collaboration across teams, and faster deployment of innovative products, services, and solutions throughout its entities. The Group's R&D operations are strategically distributed across key development hubs in Andorra, UAE (Dubai), Poland, Spain, Austria, Greece, and Romania. These teams work collaboratively to address specific focus areas:

Identity & Payment Solutions:

Ongoing development and enhancement of proprietary chip operating systems, ACOS and ACOS ID, with applets for banking and identification applications.
Advancing in-house personalization software, to support internal workflows, customer interfaces, warehouse management, and comprehensive reporting for clients.
Development of biometric payment cards and associated end-to-end services, ensuring increased security and convenience.
Optimizing manufacturing processes, including the use of recycled materials and creating special feature products.

Digital Transformation Technologies:

Creating high-value-added services like customer communication management (CCM) and enterprise document management.
Developing specialized digitalization solutions, including document-onboarding (DoB), OCR/data capture, process automation using machine learning (ML), robotic process automation (RPA), natural language understanding (NLU), and cognitive analytics solutions.

With the recent acquisition of LS-Tech, AUSTRIACARD has further enhanced its R&D focus on artificial intelligence (AI), driving innovation in digital transformation technologies. This strategic shift enables the Group to deliver cutting-edge solutions, improve operational efficiencies, and create value for customers by addressing their evolving needs with advanced, integrated technologies.

40 Annual Financial Report 2024 (translated)

Vienna, 12 March 2025

Nikolaos Lykos mp
Chairman of the Management Board

Emmanouil Kontos mp
Vice Chairman & Group CEO
Member of the Management Board

Jon Neeraas mp
Member of the Management Board

Burak Bilge mp
Member of the Management Board

Markus Kirchmayr mp
Member of the Management Board

41 Annual Financial Report 2024 (translated)

B) CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of financial position in € thousand

	Note	31 December 2024	31 December 2023
Assets
Property, plant and equipment and right of use assets	15	100,545	96,275
Intangible assets and goodwill	16	59,555	55,526
Equity-accounted investees	17	395	324
Other receivables	19	1,259	2,386
Other long-term assets	8	0	136
Deferred tax assets	14	3,474	2,116
Non-current assets		165,227	156,764
Inventories	18	72,795	58,164
Contract assets	8	14,952	20,386
Current income tax assets		523	791
Trade receivables	19	45,297	44,677
Other receivables	19	11,061	17,082
Cash and cash equivalents	20	21,737	23,825
Current assets		166,366	164,924
Total assets		331,593	321,688

Equity
Share capital	21	36,354	36,354
Share premium	21	32,749	32,749
Own shares	21	(2,064)	0
Other reserves		19,856	17,303
Retained earnings		37,385	19,995
Equity attributable to owners of the Company		124,281	106,401
Non-controlling interests	28	524	753
Total Equity		124,805	107,154

Liabilities
Loans and borrowings	23	101,261	102,432
Employee benefits	12	4,005	4,207
Other payables	24	1,726	81
Deferred tax liabilities	14	10,336	8,497
Non-current liabilities		117,328	115,217
Current tax liabilities		3,615	2,968
Loans and borrowings	23	16,097	16,440
Trade payables	24	43,807	43,649
Other payables	24	16,985	18,317
Contract liabilities	8	7,188	17,442
Deferred income		1,769	501
Current Liabilities		89,460	99,317
Total Liabilities		206,788	214,534
Total Equity and Liabilities		331,593	321,688

The following explanatory notes constitute an integral part of these consolidated financial statements.

42 Annual Financial Report 2024 (translated)

Consolidated income statement in € thousand

	Note	2024	2023
Revenues	8	392,285	364,563
Cost of sales		(297,730)	(276,255)
Gross profit		94,555	88,308
Other income	9	4,987	3,837
Selling and distribution expenses		(23,338)	(23,483)
Administrative expenses	9	(31,447)	(28,222)
Research and development expenses	9	(8,450)	(7,360)
Other expenses	9	(2,255)	(1,675)
+ Depreciation, amortization and impairment	15, 16	17,772	16,127
EBITDA		51,824	47,533
- Depreciation, amortization and impairment	15, 16	(17,772)	(16,127)
EBIT		34,052	31,406
Financial income	10	1,137	534
Financial expenses	10	(9,442)	(10,978)
Result from associated companies	17	129	54
Net finance costs		(8,177)	(10,391)
Profit (Loss) before tax		25,875	21,015
Income tax expense	14	(6,626)	(4,231)
Profit (Loss)		19,249	16,784

Profit (Loss) attributable to:
Owners of the Company		18,965	15,812
Non-controlling interests	28	285	972
Profit (Loss)		19,249	16,784

Earnings (loss) per share1 basic	11	0.52	0.44
diluted	11	0.49	0.42

1 Earnings per share for 1-12 2023 were calculated considering retrospectively as per IAS 33.64 the issuance of bonus shares with a ratio of 1:1 which had been implemented in August 2023.

The following explanatory notes constitute an integral part of these consolidated financial statements.

43 Annual Financial Report 2024 (translated)

Consolidated statement of comprehensive income in € thousand

	Note	2024	2023
Profit (Loss)		19,249	16,784
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Revaluation of property, plant and equipment	15	646	2,210
Related tax		(123)	(488)
Revaluation of defined benefit liability	12	(95)	(164)
Related tax		21	36
		449	1,594
Items that will be reclassified subsequently to profit or loss		(1,195)	(1,353)
Cash flow hedges	25	275	311
Related tax
Foreign currency translation differences		775	674
		(145)	(368)
		304	1,226
Other comprehensive income, net of tax		19,554	18,010
Total comprehensive income
Total comprehensive income attributable to:		19,371	16,944
Owners of the Company		183	1,066
Non-controlling interests		19,554	18,010

The following explanatory notes constitute an integral part of these consolidated financial statements.

44 Annual Financial Report 2024 (translated)

Consolidated statement of changes in equity

For the year ended 31 December 2024

	Share capital	Share premium	Own shares	Translation reserve	Revaluation reserve	IAS 19 reserve	Cash flow hedge reserve	Share-based payments reserve	Retained earnings	Non-controlling interests	Total equity
in € thousand	Note
Balance at 1 January 2024		36,354	32,749	(7,860)	14,491	(519)	1,187	10,004	19,995	753	107,154
Profit (Loss)		-	-	-	-	-	-	-	18,965	285	19,249
Other comprehensive income		-	-	877	523	(73)	(920)	-	-	(102)	304
Total comprehensive income		0	0	877	523	(73)	(920)	-	18,965	183	19,554
Own Shares	21	-	-	-	-	-	-	-	-	(2,064)	(2,064)
Dividend distribution		-	-	-	-	-	-	-	(3,627)	(429)	(4,056)
Management participation program	12	-	-	-	-	-	-	2,313	1,097	-	3,410
Transfer of revaluation reserve for depreciation of building		-	-	-	(166)	-	-	-	166	-	0
Effect hyperinflation IAS 29		-	-	-	-	-	-	-	808	-	808
Acquisition of non-controlling interests without loss of control		-	-	-	-	-	-	-	(19)	18	(1)
Balance at 31 December 2024		36,354	32,749	(2,064)	(6,983)	14,848	(592)	267	12,317	37,385	124,281
										524	124,805

For the year ended 31 December 2023

	Share capital	Share premium	Translation reserve	Revaluation reserve	IAS 19 reserve	Cash flow hedge reserve	Share-based payments reserve	Retained earnings	Non-controlling interests	Total equity
in € thousand	Note
Balance at 1 January 2023		16,862	34,511	(8,098)	13,268	(392)	2,230	10,825	69,206	11,610
Profit (Loss)		-	-	-	-	-	-	-	15,812	972
Other comprehensive income		-	-	580	1,722	(127)	(1,042)	-	-	94
Total comprehensive income		0	0	580	1,722	(127)	(1,042)	-	15,812	1,066

45 Annual Financial Report 2024 (translated)# Annual Financial Report 2024 (translated)

Consolidated statement of cash flows in € thousand

Note	2024	2023
Cash flows from operating activities
Profit (Loss) before tax	25,875	21,015
Adjustments for:
- Depreciation, amortization and impairment	17,772	16,127
- Net finance cost	8,177	10,391
- Net gain or loss on disposal of non-current assets	(24)	33
- Change in associated companies	32	71
- Change in provisions	(143)	(298)
- Other non-cash transactions	3,402	1,744
	55,265	49,973
Changes in:
- Inventories	(14,631)	(22,090)
- Contract assets	5,434	(9,534)
- Trade and other receivables	5,400	(14,221)
- Contract liabilities	(10,253)	10,369
- Trade payable and other payables	(233)	180
- Taxes paid	(5,057)	(6,383)
Net cash from (used in) operating activities	34,033	9,121
Cash flows from investment activities
Interest received	302	329
Proceeds from sale of property, plant and equipment	0	24
Dividends received from associated companies	58	22
Payments for acquisition of subsidiaries and business, net of cash acquired	(1,663)	(1,140)
Payments for acquisition of property, plant and equipment & intangible assets	(13,731)	(11,065)
Net cash from (used in) investing activities	(15,034)	(11,829)
Cash flows from financing activities
Interest paid	(7,472)	(7,700)
Proceeds from loans and borrowings	9,232	107,905
Repayment of loans and borrowings	(12,258)	(90,807)
Payment of lease liabilities	(4,469)	(2,895)
Acquisition of own shares	(2,064)	0
Dividends paid to non-controlling interest	(429)	0
Dividends paid to owners of the company	(3,627)	(909)
Net cash from (used in) financing activities	(21,087)	5,594
Net increase (decrease) in cash and cash equivalents	(2,088)	2,886
Cash and cash equivalents at 1 January	23,825	21,628
Effect of movements in exchange rates on cash held	(690)	1
Cash at 31 December	21,737	23,825

The following explanatory notes constitute an integral part of these annual financial statements.

C) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Basis of preparation

1. Reporting Entity

AUSTRIACARD HOLDINGS AG (the ‘Company’) is domiciled in Austria. AUSTRIACARD HOLDINGS AG was established at September 29th, 2010 and since March 12th, 2014 is the ultimate legal parent of AUSTRIACARD HOLDINGS Group. The Company’s registered office is in Lamezanstraße 4-8, 1230, Vienna, Austria. These consolidated financial statements comprise the Company and its subsidiaries (collectively the ‘Group’ and individually ‘Group companies’). The Group is an international group active in the business areas of “Identity & Payment Solutions“, “Document Lifecycle Management“ and „Digital Transformation Technologies“.

2. Basis of accounting

The accompanying consolidated financial statements (hereinafter “financial statements”) have been prepared by Management pursuing §245a of the Austrian Commercial Code in accordance with the International Financial Reporting Standards (hereinafter IFRS) as adopted by the European Union (EU). The financial statements have been prepared on historic costs basis, as modified following the adjustment of certain assets and liabilities at fair values. These financial statements are presented in euro, which is the functional currency of the Company. Amounts and percentage rates in these consolidated financial statements were rounded, and the addition of these individual figures can therefore produce results that differ from the totals shown. Details of the Group’s accounting policies and methods, including changes during the year are included in notes 33 and 34.

3. Use of judgments and estimates

In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses and the notes to the financial statements. Actuals may differ from these estimates. Judgments, estimates and assumptions are based on the experience from previous years and other factors, included the expectations of future events that are considered reasonable under the particular conditions. Management considers the following accounting estimates and assumptions discussed below to be significant for the accounting policies.

i. Testing for impairment of goodwill
Management tests at least annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on the higher between value-in-use calculations and fair value less costs to sell. The preparation of these calculations requires the use of estimates, as for example planning of future cash flows and derivation of the discount rate.

ii. Acquisition of subsidiaries: Determination of Fair Values of the identifiable assets and liabilities acquired
When companies were acquired in the past, customer relationships and AI Software Modules were identified as the main identifiable intangible assets. There were determined using the “Multi-Period-Excess-Earnings” method. These calculations require the use of estimates, such as planning future revenues and expenses, as well as deriving the discount rate.

iii. Valuation of management participation programs
Group companies have adopted management participation programs for Group executives. In this context, on the one hand, it is necessary to assess whether the programs are balanced by equity instruments or cash-settled. On the other hand, in the case of programs settled by equity instruments at the time of introduction and in the case of cash-settled programs, the programs launched must be assessed annually and accounted for accordingly over the course of the programs. These valuations require the use of estimates, such as planning future revenue and expenses, and deriving the discount rate.

iv. Revaluation of land and building
The revaluation model in accordance with IAS 16 is applied to the Groups own land and real estate. The necessary revaluations are carried out every two years. In addition, a review is carried out at least once a year to determine whether the relevant m² price of the properties has changed significantly. If this is the case, an external revaluation report is prepared on ad hoc basis. The significant unobservable input is the adjustment for factors specific to land. The extent and direction of this adjustment depends on the number and characteristics of the observable market transactions in similar properties that are used as the starting point for valuation. Although this input is a subjective judgement, management considers that the overall valuation would not be materially affected by reasonably possible alternative assumptions.

4. IAS 29 Financial Reporting in hyperinflation economies

The financial statements of the Turkish subsidiary – until the end of the 2021 financial year prepared on the basis of the concept of historical acquisition and production costs – were adjusted in accordance with the criteria of IAS 29 as of 31.12.2024 as well as 31.12.2023. The CPI 2003 consumer price index published by the Turkish Statistical Institute, the national institute for statistics, was used as an appropriate price index. The price index as of 31.12.2024 was 2684.55 (31.12.2023: 1859.38). The change in the index in fiscal year 2024 can be found in the following table:

Date	Index CPI 2003	Monthly change
31/12/2023	1859.38
31/01/2024	1984.02	6.7%
29/02/2024	2073.88	4.5%
31/03/2024	2139.47	3.2%
30/04/2024	2207.50	3.2%
31/05/2024	2281.85	3.4%
30/06/2024	2319.29	1.6%
31/07/2024	2394.10	3.2%
31/08/2024	2453.34	2.5%
30/09/2024	2526.16	3.0%
31/10/2024	2598.91	2.9%
30/11/2024	2657.23	2.2%
31/12/2024	2684.55	1.0%

The effects of IAS 29 on these consolidated financial statements are presented in the individual relevant sections of the financial statements.

5. Impact of macroeconomic conditions and climate risk on consolidated financial statements

From a macroeconomic perspective, the 2024 financial year was characterized by a decrease in interest rates, especially during the second half of the year, and a continuous decline of inflation rates. As a result, the growth in operating and interest expenses slowed, but these expenses continued to rise in absolute terms in 2024. These cost increases were offset in the past financial year by economies of scale and, where possible, sales price adjustments. A similar development, albeit with lower inflation expectations and with stabilizing interest rates and adjusted for the specific situation of the respective CGU, was also assumed for purposes of the medium-term planning and impairment testing. The Group recognizes environmental protection as a particularly important global need. The industry in which the Group companies operate has no significant negative impact on the environment. To protect the environment, the Group complies with the applicable environmental protection laws and regulations in all countries in which it operates. In addition, suitable practices are used to systematically identify and review the impact of business activities on the environment. At present, the climate crisis does not have any immediate, direct impact on the consolidated financial statements or the Group as a whole that would require a fundamental adjustment to the business models currently used.# Group management monitors developments in this area as part of ongoing business activities and risk management and acts with foresight in order to identify any strategic risks and opportunities that may arise in good time and take them into account in its business policy.

6. Cross-border merger and listing

On 30 January 2023, the extraordinary general assemblies of Inform P. Lykos Holdings SA and AUSTRIACARD HOLDINGS AG have resolved on the cross-border merger of Inform P. Lykos Holdings SA as transferring company into AUSTRIACARD HOLDINGS AG as absorbing company. The cross-border merger has become legally effective on 17 March 2023. The completion of the cross-border merger was a premise for AUSTRIACARD HOLDINGS AG for getting admission for trading on the regulated market of the Vienna Stock Exchange as well as the Athens Stock Exchange. From first trading day on 23 March 2023 the shares of the Company are now traded in the segment prime market of the Vienna Stock Exchange and the segment main market of the Athens Exchange (ATHEX), in each case under the Code “ACAG” (ISIN: AT0000A325L0). As a result of the cross-border merger the assets of the absorbed company, representing a total value of t€ 17,730 were contributed to the absorbing company as a contribution in kind, and the share capital of the absorbing company was increased by a nominal amount of t€ 1,315 from currently t€ 16,862 to t€ 18,177 by issuing 1,314,867 new bearer shares. t€ 16,415 of the contribution in kind was transferred to the share premium. As a result of the merger former non-controlling interests in related to the former shareholders of Inform P. Lykos Holdings SA amounting to t€ 11,321 were reclassified to equity attributable to the owners of the Company.

Annual Financial Report 2024 (translated) 49

Performance of the year

7. Segment reporting

i. Basis for segmentation

The identification of reportable segments is based on information that is regularly used by the Group’s chief decision maker to allocate resources and assess performance. The CEO is the Group’s chief decision maker. The Group’s CEO reviews the internal report on a monthly and year to date basis. The financial information that forms the basis for internal reporting is based on the accounting policies of IFRS. In internal reporting, various adjustments are made in order to present non-operating earnings separately, see note 7.v. Since 2023 internal reporting to the CEO is based on business areas which comprise 3 regional segments. For these segments, there are separate responsibilities for the sale of products and services at the management level.

ii. Intersegment transactions

Transactions between the segments involve mainly the sale of goods and provision of services and are eliminated in the column “Eliminations“. Intragroup transactions between the segments generally reflect ordinary market conditions.

iii. Information about reportable segments

Information related to each reportable segment is set out below. Segment adjusted EBITDA is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments.

Reportable segments
| Regional responsibility | |
|---|---|
| EVP (Executive Vice President) | Western Europe, Nordics, UK, Ireland, Norway, Sweden, Finland, Demark, Netherlands, Belgium, France, Luxembourg, Monaco, Americas = WEST |
| | Liechtenstein, Spain, Portugal, Andorra, Baltics, North & Latin America |
| | Central Eastern Europe and DACH (Germany, Austria, Switzerland), CEE (Italy, Bulgaria, Czech Republic, Hungary, Poland, Romania, DACH = CEE |
| | Slovenia, Slovakia), SEE Region (Italy, Greece, Albania, Bosnia and Herzegovina, Kosovo, Northern Macedonia, Montenegro, Serbia) |
| | Türkiye, Middle East and Türkiye, MEA Region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates, North and Sub- Africa = MEA |
| | Saharan Africa), Asia |

Income and expenses that are not attributable to one of the operating segments presented above are summarized in column “Corporate”. Assets and liabilities being used by more than one operating segment are designated to the main segment of the legal entity.

Annual Financial Report 2024 (translated) 50

Reportable Segments MEA Total 2024 excl. Elimi- excl. in € thousand
| | WEST | CEE | IAS 29 | Corporate | nations | IAS 29 | IAS 29 | Total |
|---|---|---|---|---|---|---|---|---|
| Total Revenues | 127,370 | 185,923 | 72,047 | 0 | 0 | 385,340 | 6,946 | 392,285 |
| Intersegment revenues | 3,525 | 38,983 | 56 | 3,555 | (46,119) | 0 | 0 | 0 |
| Segment revenues | 130,894 | 224,906 | 72,103 | 3,555 | (46,119) | 385,340 | 6,946 | 392,285 |
| Costs of material & mailing | (75,439) | (123,698) | (45,030) | 0 | 40,016 | (204,150) | (5,659) | (209,810) |
| Gross profit I | 55,456 | 101,208 | 27,073 | 3,555 | (6,103) | 181,189 | 1,286 | 182,476 |
| Production costs | (22,505) | (50,626) | (14,249) | 0 | 12 | (87,368) | (552) | (87,920) |
| Gross profit II | 32,950 | 50,582 | 12,825 | 3,555 | (6,091) | 93,821 | 734 | 94,555 |
| Other income | 92 | 4,685 | 137 | 72 | 0 | 4,987 | 0 | 4,987 |
| Selling and distribution | (8,453) | (12,411) | (2,410) | 0 | 0 | (23,274) | (65) | (23,338) |
| expenses | | | | | | | | |
| Administrative expenses | (8,532) | (15,946) | (2,304) | (7,018) | 6,091 | (27,708) | (77) | (27,785) |
| Research and development | (1,559) | (6,484) | (305) | (101) | 0 | (8,450) | 0 | (8,450) |
| expenses | | | | | | | | |
| Other expenses | (278) | (1,473) | (384) | (108) | 0 | (2,243) | (9) | (2,252) |
| + Depreciation, amortization | 6,360 | 10,642 | 762 | 9 | 0 | 17,772 | 0 | 17,772 |
| and impairment | | | | | | | | |
| adjusted EBITDA | 20,581 | 29,595 | 8,321 | (3,591) | 0 | 54,905 | 584 | 55,489 |
| - Depreciation, amortization | (6,360) | (10,642) | (762) | (9) | 0 | (17,772) | 0 | (17,772) |
| and impairment | | | | | | | | |
| adjusted EBIT | 14,221 | 18,953 | 7,560 | (3,600) | 0 | 37,133 | 584 | 37,717 |
| Financial income | 613 | 82 | | | | | | 694 |
| Financial expenses | (8,280) | (24) | | | | | | (8,304) |
| Result from associated | 129 | 0 | | | | | | 129 |
| companies | | | | | | | | |
| Net finance costs | (7,538) | 58 | | | | | | (7,481) |
| adjusted Profit (Loss) | 29,595 | 642 | | | | | | 30,237 |
| before tax | | | | | | | | |
| Special items | (3,296) | (1,066) | | | | | | (4,362) |
| Profit (Loss) before tax | 26,299 | (424) | | | | | | 25,875 |
| Income tax expense | (6,492) | (134) | | | | | | (6,626) |
| Profit (Loss) | 19,808 | (558) | | | | | | 19,249 |

In 2024, an impairment loss of t€ 76 was recognised on non-current assets in the WEST segment (previous year: t€ 0). In the CEE segment, the impairment loss on non-current assets amounted to t€ 107 in 2024 (previous year: t€ 0), see note 9.C.

Annual Financial Report 2024 (translated) 51

Reportable Segments MEA Total 2023 excl. Elimi- excl. in € thousand
| | WEST | CEE | IAS 29 | Corporate | nations | IAS 29 | IAS 29 | Total |
|---|---|---|---|---|---|---|---|---|
| Total Revenues | 112,305 | 185,394 | 53,577 | 0 | 0 | 351,276 | 13,287 | 364,563 |
| Intersegment revenues | 3,691 | 39,188 | 79 | 1,371 | (44,328) | 0 | 0 | 0 |
| Segment revenues | 115,996 | 224,582 | 53,656 | 1,371 | (44,328) | 351,276 | 13,287 | 364,563 |
| Costs of material & mailing | (63,649) | (127,434) | (41,990) | 0 | 40,562 | (192,511) | (10,786) | (203,296) |
| Gross profit I | 52,347 | 97,148 | 11,665 | 1,371 | (3,766) | 158,765 | 2,502 | 161,266 |
| Production costs | (21,575) | (45,901) | (4,612) | 0 | 109 | (71,979) | (980) | (72,958) |
| Gross profit II | 30,772 | 51,247 | 7,054 | 1,371 | (3,657) | 86,786 | 1,522 | 88,308 |
| Other income | 726 | 2,958 | 0 | 421 | (268) | 3,836 | 0 | 3,836 |
| Selling and distribution | (9,708) | (12,199) | (1,445) | 0 | 9 | (23,342) | (141) | (23,483) |
| expenses | | | | | | | | |
| Administrative expenses | (8,983) | (14,347) | (780) | (4,855) | 3,813 | (25,151) | (165) | (25,316) |
| Research and development | (519) | (6,127) | 0 | (713) | 0 | (7,360) | 0 | (7,360) |
| expenses | | | | | | | | |
| Other expenses | (101) | (1,290) | (219) | (11) | 9 | (1,612) | (61) | (1,673) |
| + Depreciation, amortization | 5,711 | 10,055 | 339 | 23 | 0 | 16,127 | 0 | 16,127 |
| and impairment | | | | | | | | |
| adjusted EBITDA | 17,897 | 30,296 | 4,948 | (3,764) | (94) | 49,284 | 1,155 | 50,439 |
| - Depreciation, amortization | (5,711) | (10,055) | (339) | (23) | 0 | (16,127) | 0 | (16,127) |
| and impairment | | | | | | | | |
| adjusted EBIT | 12,187 | 20,241 | 4,610 | (3,787) | (94) | 33,157 | 1,155 | 34,312 |
| Financial income | 278 | 52 | | | | | | 329 |
| Financial expenses | (7,354) | (70) | | | | | | (7,424) |
| Result from associated | 54 | 0 | | | | | | 54 |
| companies | | | | | | | | |
| Net finance costs | (7,022) | (18) | | | | | | (7,041) |
| adjusted Profit (Loss) | 26,135 | 1,136 | | | | | | 27,271 |
| before tax | | | | | | | | |
| Special items | (4,904) | (1,352) | | | | | | (6,256) |
| Profit (Loss) before tax | 21,231 | (216) | | | | | | 21,015 |
| Income tax expense | (4,238) | 6 | | | | | | (4,231) |
| Profit (Loss) | 16,993 | (210) | | | | | | 16,784 |

In 2023 there has not been impairment on non-current assets.

Annual Financial Report 2024 (translated) 52

iv. Geographic Information

Non-current assets by country
| | 2024 | 2023 |
|---|---|---|
| | in € thousand | in € thousand |
| Romania | 35,232 | 35,612 |
| United Kingdom | 31,291 | 28,480 |
| Greece | 31,152 | 27,422 |
| Austria | 28,626 | 29,128 |
| Andorra | 16,520 | 18,089 |
| USA | 7,794 | 7,961 |
| Spain | 4,885 | 2,273 |
| Cyprus | 4,515 | 3,520 |
| Poland | 3,083 | 2,718 |
| Türkiye | 2,073 | 1,498 |
| Albania | 55 | 61 |
| Total | 165,227 | 156,764 |

v. Special items

Special items in € thousand
| | included in | 2024 | 2023 |
|---|---|---|---|
| Management participation programs | EBITDA | (3,662) | (2,906) |
| Foreign exchange losses | Profit before tax | 0 | (998) |
| Foreign exchange gains | Profit before tax | 219 | 0 |
| Effect Hyperinflation IAS 29 | Profit before tax | (1,082) | (1,217) |
| Income from financial assets and liabilities at fair value through profit or loss | Profit before tax | 219 | 272 |
| Expense from financial assets and liabilities at fair value through profit or loss | Profit before tax | (56) | (1,407) |
| Total | | (4,362) | (6,256) |

Special items include effects from accounting of management participation programs, gains and losses from foreign exchange differences as well as gains and losses from fair value and hyperinflation accounting.

Annual Financial Report 2024 (translated) 53

8. Revenues

A. Revenues from contracts with customers

The Group generates revenue primarily through the provision of services and the sale of solutions and products in the areas of Identity & Payment Solutions, Document Lifecycle Management and Digital Transformation Technologies.# Annual Financial Report 2024 (translated)

8. Revenue Recognition

2024 Revenues by region

WEST	CEE	MEA	Corporate	nations	IAS 29	Total
67,947	9,599	2,122	169	(1,550)	0	78,288
37,651	179,299	425	3,379	(5,260)	63	215,557
3,514	35,670	69,556	7	(39,095)	6,883	76,535
21,782	338	0	0	(214)	0	21,905
130,894	224,906	72,103	3,555	(46,119)	6,946	392,285

Type of revenue

	WEST	CEE	MEA	Corporate	nations	IAS 29	Total
Revenues from sale of goods	60,946	124,666	63,931	0	(39,312)	6,000	216,230
Revenues from services	21,000	28,620	6,378	3,555	(6,266)	846	54,133
Revenues from licenses & royalties	7	1,667	0	0	0	0	1,674
Revenues from sale of merchandise	28,280	15,885	1,627	0	(443)	100	45,448
Revenues from transportation services	20,662	54,069	168	0	(98)	0	74,801
	130,894	224,906	72,103	3,555	(46,119)	6,946	392,285

Timing of revenue recognition

	WEST	CEE	MEA	Corporate	nations	IAS 29	Total
Products and services transferred over time	102,615	209,021	70,477	3,555	(45,676)	6,846	346,837
Products transferred at a point of time	28,280	15,885	1,627	0	(443)	100	45,448
	130,894	224,906	72,103	3,555	(46,119)	6,946	392,285

2023 Revenues by region

WEST	CEE	MEA	Corporate	nations	IAS 29	Total
77,039	6,391	1,089	0	(3,029)	0	81,489
15,539	173,611	234	1,371	(2,769)	60	188,046
3,697	44,092	52,333	0	(38,227)	13,227	75,122
19,721	488	0	0	(303)	0	19,905
115,996	224,582	53,656	1,371	(44,328)	13,287	364,563

Type of revenue

	WEST	CEE	MEA	Corporate	nations	IAS 29	Total
Revenues from sale of goods	58,358	134,911	44,220	0	(40,445)	11,135	208,178
Revenues from services	17,363	22,568	8,006	1,371	(3,772)	1,817	47,354
Revenues from licenses & royalties	5	4,951	0	0	0	0	4,956
Revenues from sale of merchandise	24,046	8,799	1,217	0	0	336	34,397
Revenues from transportation services	16,224	53,353	212	0	(111)	0	69,678
	115,996	224,582	53,656	1,371	(44,328)	13,287	364,563

Timing of revenue recognition

	WEST	CEE	MEA	Corporate	nations	IAS 29	Total
Products and services transferred over time	91,950	215,783	52,439	1,371	(44,328)	12,951	330,166
Products transferred at a point of time	24,046	8,799	1,217	0	0	336	34,397
	115,996	224,582	53,656	1,371	(44,328)	13,287	364,563

Annual Financial Report 2024 (translated) 54

B. Contract assets and receivables

in € thousand	2024	2023
Trade receivables	45,297	44,677
Contract assets	14,952	20,386
Balance at 31 December	60,249	65,063

The contract assets relate to the Group’s rights to consideration for work completed but not billed at the reporting date on made-to-order printing and payment products.

C. Contract liabilities

in € thousand	2024	2023
Balance at 1 January	17,442	7,073
Prepayments received	11,406	16,230
Recognition as revenue	(20,504)	(5,326)
Effect of movements in exchange rates	(955)	(535)
Business combinations IFRS 3	506	0
Other changes	(706)	0
Balance at 31 December	7,188	17,442

Contract liabilities essentially relate to prepayments received for the delivery of customer-specific printing and payment products. In 2024, prepayments of t€ 706 were reclassified to deferred income as these relate to a contract with a customer that is currently insolvent. The prepayments received in 2023 included € 8.1 million in restricted cash resulting from a customer contract that was fulfilled and recognized in revenue in 2024.

D. Costs to fulfill a contract

in € thousand	2024	2023
Balance at 1 January	136	318
Realized as an expense	(136)	(182)
Balance at 31 December	0	136

Costs to fulfill a contract were included in other long-term assets in the Statement of financial position.

Annual Financial Report 2024 (translated) 55

9. Income and expenses

A. Other Income

in € thousand	2024	2023
Government grants	545	281
Gain on sale of equipment	6	46
Rental income from property leases	71	85
Reversal of accruals	525	564
Capitalised development expenses	2,983	2,286
Other income	856	575
Total	4,987	3,837

B. Other Expenses

in € thousand	2024	2023
Contract penalties	253	203
Impairment loss on trade receivables and contract assets	622	304
Losses from write-downs of inventories	138	251
Loss on disposal of non-current assets	39	22
Property and other taxes	434	115
Bank charges	231	203
Re-invoiced expenses	90	73
Impairment of assets not used in production	184	0
Other expenses	264	503
Total	2,255	1,675

C. Expenses by nature

The following table presents Costs of sales, Administrative expenses, Selling and distribution expenses and Research and development expenses by nature of expense.

in € thousand	2024	2023
Employee compensation and expenses	85,216	75,400
Costs of inventories recognized as expense	151,987	148,328
Mailing costs	57,823	54,968
Third party fees	16,492	12,968
Commissions paid	1,435	1,228
Utilities and maintenance expenses	11,509	10,736
Rentals from property and machinery	941	1,097
Tax and duties	801	756
Transportation expenses	7,345	4,749
Inks and similar consumable materials	4,081	3,616
Depreciation, amortization and impairment	17,588	16,127
Other expenses	5,747	5,346
Total	360,965	335,320

The position depreciation, amortization and impairment of t€ 17,772 presented in the group income statement results of regular depreciation, amortization and impairment amounting to t€ 17,588 shown in the table above and impairment of assets not used in production amounting to t€ 184 presented in other expenses. Employee compensation and expenses include management participation program expense amounting to t€ 3,662 (2023: t€ 2,906), see note 12.

Annual Financial Report 2024 (translated) 56

10. Net Finance costs

in € thousand	2024	2023
Interest income under the effective interest method	694	329
Foreign exchange gains	223	0
Financial assets at fair value through profit or loss – net change in fair value	219	204
Financial income	1,137	534
Interest expense on Financial liabilities measured at amortized cost	(7,094)	(6,138)
Commissions of letters of guarantee	(442)	(366)
Effect hyperinflation IAS 29	(1,082)	(1,217)
Foreign exchange losses	0	(997)
Financial assets and liabilities at fair value through profit or loss – net change in fair value	(56)	(1,340)
Other financial expenses	(768)	(921)
Financial expenses	(9,442)	(10,978)
Result from associated companies	129	54
Net finance costs	(8,177)	(10,391)

Interest expenses were calculated using the effective interest method.

11. Earnings per share and number of shares

A. Basic and diluted earnings or (losses)

Earnings per share (basic)

	2024	2023
Profit (loss) attributable to owners of the Company in € thousand	18,965	15,812
Weighted average number of shares per 31. Dezember	36,262,321	35,806,307
Earnings per share (basic) in €	0.52	0.44

Earnings per share (diluted)

	2024	2023
Profit (loss) attributable to owners of the Company in € thousand	18,965	15,812
Weighted average number of shares per 31. Dezember	38,827,916	37,399,901
Earnings per share (diluted) in €	0.49	0.42

Earnings per share for the financial year 2023 were calculated considering retrospectively as per IAS 33.64 the issuance of bonus shares with a ratio of 1:1 which had been implemented in August 2023. Diluted earnings per share are calculated by adjusting the weighted average number of ordinary outstanding shares to assume conversion of all potential dilutive ordinary shares. The company has share options as potential dilutive ordinary shares amounting to 2,330,777, see note 12.E.i. (maximum 6.08% of shares). Weighted average number of potential dilutive ordinary shares amounts to 2,565,595.

B. Weighted-average number of ordinary shares

	2024	2023
Issued ordinary shares at 1 January	36,353,868	16,862,067
Adjustment through issuance of bonus shares	0	18,176,934
Effects in the year through buyback of own shares	(362,302)	0
Effects in the year	0	1,314,867
Total number of ordinary shares at 31st December	35,991,566	36,353,868
Weighted-average number of ordinary shares at 31st December	36,262,321	35,806,307

For changes of year 2024 see details in note 21.

Annual Financial Report 2024 (translated) 57

12. Employee benefits

• Greece

Obligations resulting from this program concern compensation of staff retirement arising from the provisions of Law 2112/20, as amended by Law 4093/12. According to Greek legislation, establishing and funding is not provided in the form of contributions, specific fund (reserve) to cover the severance compensation law 2112/20, as amended by Law 4093/12, and for other related benefits. As a result, a special fund is not created, from which the settlement of the liability could be made. It is therefore an unfunded defined benefit plan within the meaning of IAS 19. The benefits to employees from this plan relate exclusively to one-off payments, which are paid out in the event of retirement, redundancy and also in the event of death and voluntary retirement under certain conditions.

• Austria

Pension plans

The company provides unfunded defined pension plans for one person, who is retired and receives a percentage of his former salary on monthly basis. In case of death, the widow of the employee receives 60% of the benefit.

Severance

Severance benefit obligations for employees hired before 1 January 2003 are covered by defined benefit plans. Upon termination by the Group or retirement, eligible employees receive severance payments equal to a multiple of their monthly compensation which comprises fixed compensation plus variable elements such as overtime or bonuses. Maximum severance is equal to a multiple of twelve times the eligible monthly compensation. Contribution-based termination benefits exist for employees whose employment started after 31 December 2002. These obligations for termination benefits are fulfilled by regular contributions to an employee benefit fund. In 2024 t€ 164 were paid to the employee benefit fund (2023: t€ 157). Except for this, there are no further obligations for the Group and hence the recognition of a provision is not necessary.# Annual Financial Report 2024 (translated)

B. Movement in Severance, Pension and Jubilee plans

Defined benefit obligation in € thousand

	2024	2023
Balance at 1 January	4,207	4,124
Included in profit or loss
Current service cost	259	202
Actuarial gains of Jubilee plans	0	(9)
Settlement/Curtailment/Termination loss/(gain)	84	(227)
Interest cost (income)	170	150
Sum	514	116
Included in OCI
Remeasurement loss (gain): – Actuarial loss (gain) arising from:
- demographic assumptions	10	18
- financial assumptions	(42)	(94)
- experience adjustment	127	240
Sum	95	164
Total	609	279
Other Benefits paid	(811)	(196)
Balance at 31 December	4,005	4,207

C. Actuarial assumptions

The following were the principal actuarial assumptions at each reporting date (expressed as weighted averages).

Post-employment define benefit plans in Greece

	2024	2023
Discount rate	3.0%	3.1%
Future salary increase	3.7%	3.5%

The weighted-average duration of the defined benefit obligation for the fiscal year was:

	2024	2023
Years	7.0	6.6

Post-employment define benefit plans in Austria

	2024	2023
Discount rate	3.3%	3.9%
Future salary increase	2.2%	3.2%

A fluctuation rate depending on years of service and fluctuation probability is taken into account for the calculation of provisions for jubilee plans (range: 1st year of service 16.4%, 40 years of service maximum 1.0%). The weighted-average duration of the defined benefit obligation for the fiscal year was:

	2024	2023
Years	6.1	6.6

D. Sensitivity analysis

Reasonable possible changes at the reporting (and comparative) date to one of the relevant actuarial assumptions holding other assumptions constant would affect Defined benefit obligation as shown below:

	31 December 2024	31 December 2023
	in € thousand	in € thousand
	Increase	Decrease
Discount rate (1 percentage point movement)	(131)	138
Salary increase (1 percentage point movement)	137	(131)

E. Management participation programs

i. AUSTRIACARD HOLDINGS AG management participation program 2022 - 2025

As part of this consolidated program, participants will be able to receive up to 8% of the Company's shares in the following year, depending on the consolidated result in the 2025 financial year. In principle, the management participation program must be fulfilled with the transfer of shares in the Company, but it also grants the Company the option to fulfill the program in whole or in part with cash. The Management Board assumes that the program will indeed be filled with shares and that the program was therefore classified as an equity-settled program.

The following terms and conditions form the basis of the promised consolidated management participation program:

The total number of options to be granted depends on the return on invested capital ('ROIC') achieved in the 2025 financial year. The ROIC is determined by comparing the fair value of the Group as at 31 December 2025 with the defined fair value as at 31 December 2020. The fair value is calculated using a defined formula based on the audited consolidated financial statements for the financial year 2025. The formula corresponds to a simplified company valuation based on an EBITDA multiple less net debt of the Group.

The 8% Options of the share capital in the table below are based on the assumption that all initial participants do not leave the management participation program prematurely.

Options in % of share capital	Minimum yearly net ROIC
1.6%	< 8.4%
3.2%	8.4%
4.8%	11.8%
6.4%	14.9%
8.0%	17.6%
	20.1%

The fair value of the entire investment program amounted to € 20 million at the time of adoption. The amount is to be recognised in expenses over four years, depending on any fluctuation. The fair value was determined using the Black-Scholes method based on the following parameters:

Share price at grant date (before issuance of bonus shares): € 14,3
Strike price: € 0
Expected volatility, calculated based on the Company’s peer group: 43.80%
Risk-free interest rate (based on 6-month-euribor): 3,58%
Expected dividends: 1.25%

Between 31 December 2023 and 31 December 2024 three participants of AUSTRIACARD HOLDINGS AG management participation program 2022 – 2025 left the Group’s senior management. All three were classified as “good leaver” according to the program and therefore generally retain their entitlement to the options already earned at the time of their departure. As a result, the total number of Company’s shares that participants of the program will be able to receive declined from 8% per 31 December 2023 to 6.08% per 31 December 2024.

The participants in the management participation program also include members of the Management Board of AUSTRIACARD HOLDINGS AG, whereof Panagiotis Spyropoulos, previously holding 22.7% of the options, left the Group in March 2024 and is one of those “good leavers”. One participant of the program who left in April 2024 also as “good leaver” waived his entitlements with respect to the program without compensation. As a result, the remuneration entitlement of t€ 1,097 earned up to the date of departure and recognised as personnel expense was reclassified within equity from other reserves to retained earnings. The vesting of future entitlements is no longer possible for persons who have left the program. The other remaining participants in the consolidated management participation program who have not yet left include members of the Management Board of AUSTRIACARD HOLDINGS AG, with Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr holding 9.4% of the options. The Group assumes that no further participants will leave the management participation program 2022-2025.

ii. Management participation program subsidiary

As a part of his remuneration package the managing director of a subsidiary is entitled to receive – assuming the budgeted targets for the respective financial year are achieved – one percent of the subsidiary’s shares per anno with a ceiling of 10%. The program ends per 31 December 2025. In addition, both the beneficiary as well as the parent company of the subsidiary dispose of a mutual put- and call-option once the managing director leaves the subsidiary.

The fair value to be disclosed is calculated annually using a defined formula based on the company's audited consolidated reporting package. The formula corresponds to a simplified company valuation based on an EBITDA multiple less financial liabilities and is therefore allocated to level 3 of the fair value hierarchy. The fair value of the liability related to the put-option for the shares in the subsidiary of the beneficiary of € 2.3 million (2023: € 2.2 million) is shown as a financial instrument in other short term financial liability in the balance sheet. The corresponding share option expense of € 0.1 million (2023: € 1.1 million) is included in personnel expenses (€ 0.3 million, (2023: € 0.3 million)) as well as partly in financial income (€ 0.2 million, (2023: financial expense € 0.8 million)).

10% increase/decrease in the EBITDA on which the valuation is based would result in an increase/decrease in the fair value of +/- € 0.2 million.

13. Employee expenses in € thousand

	2024	2023
Wages and salaries	67,376	60,674
Social security contributions	9,511	8,400
Other expenses for personnel	3,969	3,043
Management participation program expense	3,662	2,906
Expenses related to defined benefit and contribution plans	697	378
Total	85,216	75,400

14. Income taxes in € thousand

	2024	2023
Current taxes	(6,891)	(4,849)
Deferred taxes	266	618
Income tax income (expense)	(6,626)	(4,231)

A. Income tax reconciliation in € thousand

	2024	2023
Earnings before tax	25,875	21,015
Tax using the Company’s domestic tax rate 23.0%	(5,951)	(5,044)
Effect of tax rates in foreign jurisdictions	1,376	2,950
Change of tax rates	0	31
Result from associated companies	71	32
Non-deductible expenses	(1,842)	(2,986)
Tax-exempt income	32	743
Tax incentives	46	142
Current-year losses for which no deferred tax asset is recognized	(360)	(143)
Recognition of previously unrecognised deferred tax asset on	0	327
previously tax losses
Other effects	3	(285)
Income taxes	(6,626)	(4,231)

In Austria, a tax reform was adopted on 20 January 2022 by the Parliament.# B. Movement in deferred tax balances

Deferred tax in € thousand	31/12/2024 Assets	31/12/2024 Liabilities	31/12/2023 Assets	31/12/2023 Liabilities
Property, plant and equipment	221	4,475	222	4,101
Intangible assets	108	4,419	52	3,494
Receivables	382	188	287	24
Other assets	101	0	109	14
Loans and borrowings	155	0	0	0
Employee benefits	415	0	425	0
Inventories	95	157	73	52
Contract assets	0	1,018	0	1,081
Contract liabilities	48	0	118	0
Other liabilities	711	1,737	723	2,109
Tax loss carry-forwards	2,896	0	2,487	0
Deferred tax assets /liabilities	5,132	11,994	4,494	10,875
Set-off of tax	(1,658)	(1,658)	(2,378)	(2,378)
Net deferred tax assets / liabilities	3,474	10,336	2,116	8,497

Deferred tax assets on tax loss carryforwards have been capitalized up to the extent that they are covered with expected usable tax profits in a given time frame of five years. No deferred taxes were recognized for loss carryforwards of t€ 9,595 (2023: t€ 7,657), thereof t€ 736 expire within the next 5 years (2023: t€ 958) and t€ 8,859 do not expire (2023: t€ 6,699). Deferred tax assets and liabilities were not recognized for temporary differences in connection with investments in subsidiaries and associates and the related proportional share of net assets held by group companies because the Groups is able to control the timing of the reversal of the temporary difference and these differences are not expected to reverse in the foreseeable future.

Annual Financial Report 2024 (translated) 62

Assets

15. Property, plant and equipment and right of use assets

A. Reconciliation of carrying amount

in € thousand	Land and buildings	Plant and equipment	Fixtures and fittings	Under construction	Total
Cost
Balance at 1 January 2023	98,969	115,303	23,512	1,440	239,223
Additions	1,564	5,905	3,328	3,949	14,746
Disposals	(143)	(6,932)	(659)	(1,013)	(8,747)
Revaluation	2,205	0	0	0	2,205
Transfers	686	1,514	139	(2,339)	0
Business combinations IFRS 3	9	45	88	0	142
Effect IAS 29 reporting period	349	350	546	0	1,245
Effect of movements in exchange rates	(407)	(264)	6	8	(658)
Balance at 31 December 2023	103,231	115,920	26,961	2,045	248,157
Balance at 1 January 2024	103,231	115,920	26,961	2,045	248,157
Additions	3,021	7,083	2,304	2,784	15,193
Disposals	(840)	(6,176)	(966)	(3)	(7,985)
Revaluation	646	0	0	0	646
Transfers	1,584	2,291	(1,484)	(3,390)	(999)
Business combinations IFRS 3	0	0	55	0	55
Impairment	(107)	0	0	0	(107)
Effect IAS 29 reporting period	116	405	385	0	906
Effect of movements in exchange rates	394	950	64	8	1,417
Balance at 31 December 2024	108,046	120,473	27,319	1,445	257,283
Accumulated amortization and impairment losses
Balance at 1 January 2023	44,956	85,275	18,575	0	148,805
Depreciation	2,235	5,915	1,552	0	9,701
Disposals	(93)	(6,324)	(640)	0	(7,059)
Effect IAS 29 reporting period	142	229	274	0	645
Effect of movements in exchange rates	(40)	(115)	(56)	0	(210)
Balance at 31 December 2023	47,199	84,980	19,703	0	151,882
Balance at 1 January 2024	47,199	84,980	19,703	0	151,882
Depreciation	2,561	6,391	1,803	0	10,755
Disposals	(511)	(6,033)	(879)	0	(7,423)
Effect IAS 29 reporting period	20	294	362	0	676
Transfers	745	(255)	(490)	0	0
Business combinations IFRS 3	0	0	5	0	5
Effect of movements in exchange rates	160	674	11	0	844
Balance at 31 December 2024	50,173	86,051	20,515	0	156,739
Carrying amounts
At 1 January 2023	54,013	30,028	4,940	1,440	90,418
At 31 December 2023	56,031	30,940	7,257	2,045	96,275
At 31 December 2024	57,873	34,423	6,804	1,445	100,545

B. Right of use assets

Property, plant and equipment and right-of-use-assets include assets owned by the group as well as assets the group is obliged to use on base of contractual agreements (lease contracts in accordance with IFRS 16) and which are therefore recognised. Right-of-use-assets defined as “Investment property” do not exist in the group.

The group leases building spaces, company flats, technical equipment, machines and cars. Following right of use assets are recognized in balance per 31/12/2024:

in € thousand	Land and buildings	Plant and equipment	Fixtures and fittings	Total
Carrying amounts
Balance at 01 January 2023	6,428	7,765	101	14,294
Adjustments previous year	0	138	0	138
Additions cost	1,059	5,862	506	7,427
Disposal cost	(148)	(82)	(94)	(324)
Reclassification of costs	0	(3,653)	(316)	(3,969)
Additions depreciation	(971)	(1,826)	(230)	(3,027)
Disposal depreciation	92	82	75	249
Reclassification of depreciation	0	3,653	240	3,893
Effect IAS 29 hyperinflation	95	0	19	115
Balance at 31 December 2023	6,556	11,939	301	18,796
Adjustments previous year	(797)	(1,832)	(405)	(3,034)
Additions cost	2,498	2,559	644	5,702
Disposal cost	(840)	(614)	(556)	(2,010)
Reclassification of costs	0	(2,596)	2,307	(289)
Additions depreciation	(1,357)	(1,979)	(579)	(3,916)
Disposal depreciation	511	496	506	1,512
Reclassification of depreciation	0	214	0	214
Effect IAS 29 hyperinflation	97	0	22	119
Effect of movements in exchange rates	153	187	(6)	334
Balance at 31 December 2024	6,820	8,373	2,233	17,427

Short-term leases, (lease term < 12 months) and leases for which the underlying asset is of low value are not recognized in the group. Lease payments associated with those leases of t€ 909 (31/12/2023: t€ 1,165) were recognized directly as an expense in business year 2024.

Right of use for fixed assets that become property of the companies after the end of the leasing contract are reclassified to own assets. As an adjustment carrying amounts of t€ 3,034 were eliminated from the reconciliation in 2024 as there is no existing right of use in the Group for this. Overall carrying amount of Property, plant and equipment is not affected by this adjustment. In 2024, Right-of-use assets in the amount of t€ 2,307, which were previously allocated to the Plant and equipment category, were reclassified to Fixtures and fittings.

C. Measurement of fair values

i. Fair value hierarchy

The fair value of land and buildings is determined regularly (every two years) by external independent appraisers, who have recognized professional qualifications and recent experience in the location and category of property assessed. If the difference of fair value compared to carrying amount is material, a revaluation is recognized. Based on data taken into account in the valuation technique, the measurement of fair value for these properties is at Level 3.

Development of carrying amounts:

in € thousand
Balance at 01 January 2023	44,596
Depreciation	(937)
Additions cost	505
Gains from revaluation recognized in OCI per 31 Dezember 2023	2,524
Balance at 31 December 2024	46,689
Depreciation	(862)
Additions cost	667
Impairment	(107)
Effect of movements in exchange rates	1
Gains from revaluation recognized in OCI per 31 Dezember 2024	646
Balance at 31 December 2024	47,034

Annual Financial Report 2024 (translated) 64

ii. Valuation technique and significant unobservable inputs

The carrying amount of the property using the cost model would have been € 26.8 million as at 31/12/2024 (31/12/2023: € 26.8 million).

Land and buildings used for production in Greece
The fair value of real estate in Greece amounts to € 16.7 million (2023: € 16.1 million). The most recent study conducted by the independent appraiser to estimate the fair value of these property, plant and equipment was carried out with a reference date of 31 December 2024, and resulted in an adjustment of € +0.3 million recognized in other comprehensive income, deferred tax was recognized as well. The valuation was based on market indications of similar properties for the land, while the fair value of buildings and related facilities used for production or administrative purposes was determined using the income approach. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 157 on average and the direct capitalization per square meter which were appraised at € 445/m² on average using an All-Risks Yield 8,75%. If these parameters were increased or decreased by 10% then the fair value would have changed +/- € 1.7 million.

Land and buildings used for production in Romania
The fair value of real estate in Romania amounts to € 16.5 million (fair value at revaluation 2022: € 16.0 million). The last revaluation was carried out as at December 31, 2024 and resulted in an adjustment of € +0.3 million recognized in other comprehensive income and an adjustment of € -0.1 million, which was recognized in profit or loss. For the valuation of the Group's property in Romania was used the same valuation technique, as that was used and described for the properties in Greece. The main input factors for the valuation are the fair value of land per square meter which was appraised at € 143 for Odaii location and € 38 for Clinceni location; the construction cost per square meter were appraised at € 372 for Odaii location and € 260 for Clinceni location (on average after adjustments for current condition of the real estate and market conditions). If these parameters were increased or decreased by 10% then the fair value would have changed +/- € 1.7 million.

Land and buildings used for production in Austria
The fair value of real estate in Austria amounts to € 13.8 million (2023: € 14.2 million). The last revaluation was carried out as of 31/12/2024 and did not result in any adjustments in 2024. The valuation was performed by an independent expert using the gross-rental method for building and all related facilities as well as using the comparative value method for the land on which a building is located. The valuation of the building and related facilities is based on the yearly attainable income, including the factors that influence value (e.g.## D. Encumbrances

In the USA there is a contractual obligation of € 0.1 million per 31 December 2024 from the financing of plant and equipment for business operations (31/12/2023: € 0.3 million).

16. Intangible assets and goodwill

A. Reconciliation of carrying amount

Software, patents, licenses	Internal development	Customer contracts	Goodwill	Total
Cost
Balance at 1 January 2023	28,819	33,292	11,747	22,274
Additions	0	1,549	1,978	0
Disposals	0	(1,379)	(122)	0
Business combinations IFRS 3	47	998	0	0
Effect IAS 29 reporting period	0	94	0	0
Effect of movements in exchange rates	497	(82)	(2)	(229)
Balance at 31 December 2023	29,363	34,471	13,600	22,045
Balance at 1 January 2024	29,363	34,471	13,600	22,045
Additions	0	1,096	3,657	0
Disposals	0	(112)	(259)	0
Transfers	0	(926)	1,925	0
Business combinations IFRS 3	480	2,898	0	748
Effect IAS 29 reporting period	0	112	0	0
Effect of movements in exchange rates	752	(24)	0	201
Balance at 31 December 2024	30,594	37,516	18,922	22,994
Accumulated amortization and impairment losses
Balance at 1 January 2023	0	27,160	6,309	5,497
Amortization	0	1,754	2,173	2,500
Disposals	0	(1,324)	(122)	0
Effect IAS 29 reporting period	0	77	0	0
Effect of movements in exchange rates	0	(65)	(2)	(4)
Balance at 31 December 2023	0	27,602	8,357	7,992
Balance at 1 January 2024	0	27,602	8,357	7,992
Amortization	0	2,106	2,241	2,562
Disposals	0	(43)	(372)	0
Transfers	0	(430)	430	0
Effect IAS 29 reporting period	0	93	0	0
Effect of movements in exchange rates	0	(17)	0	(52)
Balance at 31 December 2024	0	29,312	10,657	10,503
Carrying amounts
At 1 January 2023	28,819	6,131	5,438	16,777
At 31 December 2023	29,363	6,868	5,243	14,052
At 31 December 2024	30,594	8,204	8,265	12,491

The change in intangible assets of t€ 4,126 in 2024 was primarily due to the acquisition of subsidiaries, see note 27. In 2023, goodwill of t€ 47 was capitalized in the course of acquisition of a business operation from a third party by a newly established company in Romania.

B. Impairment test

Impairment tests were performed for cash-generating units (CGU) which goodwill was allocated to. In 2024 new cash-generating unit CEE was defined. CGU CEE includes goodwill reported as CGU ‘Others’ in previous years, as well as the new goodwill of € 0.5 million resulting from business combinations in 2024 (see note 27).

Cash-generating units and allocated goodwill

in € thousand	31/12/2024	31/12/2023
TAG SYSTEMS	26,190	25,380
INFORM Romania	3,104	3,142
CEE (formerly “Others”)	1,300	840
Total	30,594	29,363

As the structure of the cash-generating units was adjusted in 2024, a comparison with the previous year is not possible for CGU CEE. Due to the redefinition of CGU’s, there have also been slight shifts between CEE and INFORM Romania in the comparative figures for the previous year. For other fixed assets as in previous year no impairments were made in the financial year.

TAG Systems

As at 31 December 2024 the estimated amount of CGU TAG Systems exceeded its carrying amount by € 73.2 million (2023: € 211.0 million). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets.

Key assumptions

	2024	2023
Discount rate before tax	9.8%	8.8%
Growth rate residual value	1.0%	0.0%
Forecast EBITDA growth rate (average 5 years)	3.7%	14.9%

Sensitivity analysis

	Change	Change
	2024	2023
Discount rate	7.5	21.8
Budgeted EBITDA growth rate	(7.9)	(19.2)
(in percentage points)

INFORM Romania

As at 31 December 2024 the estimated amount in the form of value-in-use of CGU Inform Romania exceeded its carrying amount by € 40.1 million (2023: € 12.0 million). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets and takes into account past experience and estimates of future developments based on internal and external forecasts.

Key assumptions

	2024	2023
Discount rate before tax	11.8%	10.8%
Growth rate residual value	1.0%	2.0%
Forecast EBITDA growth rate (average 5 years)	6.2%	5.1%

Sensitivity analysis

	Change	Change
	2024	2023
Discount rate	10.7	3.6
Budgeted EBITDA growth rate	(10.6)	(4.4)
(in percentage points)

CEE

In addition to the goodwill of t€ 1,300 thousand allocated at this level, the impairment test of the CGU CEE also includes the goodwill allocated to CGU INFORM Romania, as this CGU is also part of the higher-level CGU CEE. As at 31 December 2024 the estimated amount in the form of value-in-use of CGU CEE (incl INFORM Romania) exceeded its carrying amount by € 126.6 million (with no comparative test with same basis in previous year). The following tables show key assumptions as well as the value by which key assumptions (discount rate and EBITDA growth rate) would need to change individually for the estimated recoverable amount following the value-in-use method to be equal to the carrying amount. The used discount rate represents the weighted cost of capital for the CGU. The assumed EBITDA growth rate for the next five years is based on internal budgets and takes into account past experience and estimates of future developments based on internal and external forecasts.

Key assumptions

	2024
Discount rate before tax	10.6%
Growth rate residual value	1.0%
Forecast EBITDA growth rate (average 5 years)	2.2%

Sensitivity analysis

	Change
	2024
Discount rate	2.8
Budgeted EBITDA growth rate	(3.5)
(in percentage points)

17. Equity-accounted investees

Financial statements 2024 of Seglan SL, the company accounted for using the equity method, were not yet available in final version as of the balance sheet date, preliminary figures are presented below:

Summarised financial information Seglan SL

Seglan SL in € thousand	31/12/2024 preliminary	31/12/2023
Percentage ownership interest	25.00 %	25.00 %
Non-current assets	2,476	1,755
Current assets	1,459	1,832
Non-current liabilities	0	0
Current liabilities	560	363
Net assets (100%)	3,375	3,224
Group’s share of net assets	844	806
Revenues	2,961	2,561
Total Profit or loss (100 %)	374	516

Reconciliation of carrying amount Seglan SL

Seglan SL in € thousand	31/12/2024	31/12/2023
Percentage ownership interest	25.00%	25.00%
Carrying amount of interest in associate as of 1.1.	324	292
Group's share of profit (loss) registered	129	54
Dividends received	(58)	(22)
Carrying amount of interest in associate as of 31.12.	395	324
thereof goodwill from acquisition	0	0

18. Inventory

in € thousand	31/12/2024	31/12/2023
Raw materials and consumables	54,742	45,009
Finished and semi-finished goods	1,000	1,661
Merchandise	1,680	1,172
Goods in transit	15,374	10,322
Total	72,795	58,164

In 2024, inventories of amount t€ 107,160 (2023: t€ 115,973) were recognized as cost during the period and included in "Cost of Sales". Amount of write-down of inventories recognised as an expense in the period is t€ 960 (2023: t€ 706). As at 31st December 2024, the carrying amount of inventories, which were depreciated as a result of the measurement at net realizable value is t€ 4,426 (31/12/2023: t€ 3,466).

19. Trade and other receivables

in € thousand	31/12/2024	31/12/2023
Trade receivables	47,434	46,602
Minus: Allowance for doubtful accounts	(2,137)	(1,926)
	45,297	44,677
Advance payments	1,389	1,059
Personnel prepayments and loans	54	71
VAT and other Tax related receivables	2,383	2,838
Deferred expenses	2,263	2,203
Other non-financial receivables and assets	1,382	1,563
Other receivables - non financial instruments	7,471	7,734
Securities at fair value through profit & loss	232	229
Factoring receivables	2,213	638
Financial instruments at fair value through OCI	853	1,642
Deposits	186	128
Other financial receivables and assets	1,365	9,096
Other receivables - financial instruments	4,849	11,734
Other receivables	12,320	19,468
Total	57,617	64,145
Non-current	1,259	2,386
Current	56,358	61,758
Total	57,617	64,145

Other financial receivables and assets include in 2023 € 8.1 million from a customer advance payment in Türkiye, which is not reported as cash and cash equivalents due to a restriction on disposal. This customer contract was fulfilled in 2024 and shown as recognised revenue.

20. Cash and cash equivalents

in € thousand	31/12/2024	31/12/2023
Cash at hand	25	11
Bank balances	21,713	23,813
Total	21,737	23,825

21. Capital and additional paid in capital

A.# Share capital and additional paid in capital

The share capital of t€ 36,354 is divided into 36,353,868 no-par value shares, each of which participates in the share capital to the same extent. The capital reserves mainly result from the amount realized on the issue of shares in excess of the pro rata amount of the share capital (premium). As in the previous year, the capital reserves as at 31 December 2024 are essentially all attributable to appropriated reserves. These may only be released to offset an accumulated loss, that would otherwise have to be reported in the company's annual financial statements in accordance with company law if free reserves are not available to cover it.

Share buy-back program for own shares

The annual general meeting of AUSTRIACARD HOLDINGS AG held on 30 June 2023 resolved on the authorization to implement a share buy- back program for own shares pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act, which was published on 30 June 2023. The management board shall be authorized for a period of 30 months from the date of the resolution of the annual general meeting in accordance with Sec 65 para 1 no 4 and 8 and para 1a and 1b AktG to acquire own shares of the Company with a statutory limit of up to 10% of the share capital. In accordance with the resolution of the annual general meeting held on 30 June 2023, the consideration to be paid per share when acquiring shares must (i) not be lower than € 1 (i.e., the calculated proportion of the share capital per share), and (ii) not be more than 20% above the volume-weighted average price of the last 20 trading days preceding the respective purchase.

Share buy-back program for own shares I

The share buy-back under the Share Buy-Back Program I started on 22 December 2023 and expired on 21 June 2024. In total under the Share buy-back program I, AUSTRIACARD HOLDINGS AG bought back 84.238 own shares at a weighted average price of € 5.94 per share. This corresponds to 0.2317% of the total share capital and the total price without incidental expenses of the repurchased shares was t€ 496,8.

Share buy-back program for own shares II

The management board of AUSTRIACARD HOLDINGS AG resolved on 28 June 2024 to implement a share buy-back program for own shares (Share Buy-Back Program II) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG approved the implementation of the Share Buy-Back Program II by resolution dated 28 June 2024. In total, under the Share Buy-Back Program II, AUSTRIACARD HOLDINGS AG bought back 278.064 own shares at a weighted average price of € 5,64 per share. This corresponds to 0.7649% of the total share capital. The total price without incidental expenses of the repurchased shares was t€ 1.562,8.

Share buy-back program for own shares III

The management board of AUSTRIACARD HOLDINGS AG resolved on 7 January 2025 to implement a share buy-back program for own shares (Share Buy-Back Program III) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG approved the implementation of the Share Buy-Back Program III by resolution dated 7 January 2025.

Authorized capital

At the Extraordinary General Meeting on 30 November 2022 the Management Board was authorized to increase the share capital with the approval of the Supervisory Board – also in several tranches – by 30.11.2027 an amount of up to t€ 8,431 by issuing up to 8,431,033 no-par- value bearer shares with voting rights against contribution in cash and/or in kind, whereby the issue price and the issue conditions shall be determined by the Management Board with the approval of the Supervisory Board. Furthermore the Management Board is with approval of the Supervisory Board authorized to fully or partly exclude the subscription rights of the shareholders (exclusion of the subscription rights) (i) if the capital increase is effected against cash contribution and the total portion of the Company’s share capital represented by the shares issued against cash contribution under exclusion of the subscription rights does not exceed 10% (ten percent) of the Company’s share capital at the time the authorization is granted, (ii) if the capital increase is effected against contribution in kind, or (iii) for the settlement of fractional amounts.

Annual Financial Report 2024 (translated) 71

B. Other reserves, retained earnings and non-controlling interest

Other reserves include reserves from other comprehensive income, such as the reserve for currency translation differences, the revaluation reserve for land in accordance with IAS 16, revaluations of obligations from post-employment benefits to employees after deduction of deferred taxes in accordance with IAS 19 and the change in the cash flow hedge reserve after deduction of deferred taxes in accordance with IFRS 9. The reserve for share-based payments for management participation programmes ('equity-settled') is also included. The retained earnings include the accumulated results for the period attributable to the shareholders less distributions made. Non-controlling interests comprise minority interests in the equity of fully consolidated subsidiaries.

22. Capital management

The Group's policy is to maintain a strong capital base so as to maintain a high level of confidence of shareholders, creditors and the market, as well as to sustain future development of the business. Management monitors the return on capital and aims at a medium-term performance of dividends to shareholders. The board of directors tries to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital base. Group management monitors its capital using the following indicators:

Equity ratio (Net equity / Total assets): target value > 30%
Net debt / adjusted EBITDA: target value <3x

	2024	2023
Equity ratio (Net Equity / Total Assets)	37.4%	33.3%
Net debt / adjusted EBITDA	1.7	1.9

Annual Financial Report 2024 (translated) 72

23. Loans and Borrowings in € thousand

	31/12/2024	31/12/2023
Non-current financial liabilities
Secured bank loans	87,450	88,992
Unsecured bank loans	1,976	2,496
Lease liabilities	11,835	10,944
	101,261	102,432
Current financial liabilities
Secured bank loans	10,876	11,100
Unsecured bank loans	1,008	1,574
Lease liabilities	4,213	3,766
	16,097	16,440
Total	117,358	118,872

As per 18 December 2023 AUSTRIACARD HOLDINGS AG has signed a € 186.6 million financing agreement, comprising of a revolving credit facility, term loan tranches and a guarantee facility, maturing in 3 to 5 years, with a consortium of 10 European banks led by Unicredit. As at the reporting date of 31.12.2024 € 99.2 million (2023: € 101.1 million) of this had been used. Part of the funds raised were used to refinance existing credit facilities at various subsidiaries of the Company, while the rest will be used for general corporate purposes and to finance the Company’s growth. This refinancing extends the debt maturity profile, while significantly simplifying its structure, enabling more flexibility to the Company to pursue its corporate strategy. AUSTRIACARD HOLDINGS AG used in December 2024 for the revolving credit facility and the guarantee facility the contractually agreed extension option and extended those two facilities with one more year.

A. Terms and maturity

	Currency	Interest rate range	Year of maturity	Amount in € thousand 31/12/2024	Amount in € thousand 31/12/2023
Secured bank loans	EUR	variable EURIBOR + Marge 1.55%	2027-2028	20,500	26,600
	EUR	variable EURIBOR + Marge 1.95 – 2.05%	2028	78,723	74,492
				99,223	101,092
Unsecured bank loans	EUR	variable EURIBOR + 0.28%	2026	1,000	1,500
	TRY	fixed 4.75%	2024	0	153
	EUR	fixed 1.53%	2025	109	431
	USD	variable SOFR 6M + 2.00%	2026	1,476	1,388
	RON & EUR	fixed 3.00%	2025	399	599
				2,984	4,071
Total				102,207	105,162

Securities have been provided for liabilities to banks in the amount of t€ 99,223 (2023: t€ 101,092). The material securities are pledges on shares in three subsidiaries as well as pledges on Intercompany receivables.

Annual Financial Report 2024 (translated) 73

B. Lease liabilities

	Future minimum lease payments	Present value of minimum lease payments	Interest
	in € thousand	in € thousand
	2024	2023	2024
Less than one year	4,944	4,353	737
Between one and five years	12,649	10,764	1,291
More than five years	509	1,418	25
	18,102	16,535	2,054

C. Reconciliation of loans and borrowings

in € thousand	Secured Borrowings	Unsecured Loans & Borrowings	Leasing	Total
1 January 2024	100,092	4,071	14,710	118,872
Proceeds from loans and borrowings	9,232	0	0	9,232
Repayment of loans and borrowings	(11,100)	(1,158)	0	(12,258)
Repayment of lease liabilities	0	0	(4,469)	(4,469)
Sum of changes due to cash flows from financing activities	(1,868)	(1,158)	(4,469)	(7,495)
Changes in exchange rate	0	71	272	344
Other non-cash changes	102	0	525	628
New lease liabilities	0	0	5,814	5,814
Interest expenses	0	0	(804)	(804)
31 December 2024	98,326	2,984	16,048	117,358

in € thousand	Secured Borrowings	Unsecured Loans & Borrowings	Bonds	Leasing	Total
1 January 2023	46,410	29,915	10,988	10,914	98,226
Proceeds from loans and borrowings	100,092	7,814	0	0	107,905
Repayment of loans and borrowings	(46,132)	(33,687)	(10,988)	0	(90,807)
Repayment of lease liabilities	0	0	0	(2,895)	(2,895)
Sum of changes due to cash flows from financing activities	53,959	(25,874)	(10,988)	(2,895)	14,203
Changes in exchange rate	(29)	(56)	0

24. Trade and other payables in € thousand

	31/12/2024	31/12/2023
Trade payables	43,807	43,649
Social security	2,217	1,957
Wages and salaries payable	854	1,109
Accruals – personnel related	4,407	4,187
VAT payable and other taxes	3,342	3,751
Other non-financial payables	1,312	1,641
Other payables - non financial instruments	12,132	12,646
Dividends payable	3	6
Other financial payables	6,576	5,746
Other payables - financial instruments	6,579	5,752
Other payables	18,711	18,398
Total	62,517	62,047
Non-current	1,726	81
Current	60,792	61,966
Total	62,517	62,047

Other financial liabilities include € 2.3 million (2023: € 2.2 million) in connection with the put option for the beneficiary's shares from the management participation program in a subsidiary, see also note 12. The increase of the non-current liabilities results primarily from contingent purchase price liabilities related to the acquisition of subsidiaries in 2024, see note 27.

Annual Financial Report 2024 (translated) 75

25. Financial instruments – Fair values and risk management

A. Accounting classifications and fair values

The financial instruments carried at fair value concern an investment in a quoted mixed fund consisting of a mix of securities and equity investments, interest rate swaps and interest collar/floor, contingent purchase price liabilities for acquisitions in financial year 2024 as well as liabilities from put option for the beneficiary's shares from the management participation program in a subsidiary.

The fair value of all financial instruments approximates the carrying amount, the quoted mixed fund corresponds to Level 1 fair value, interest rate swaps and interest collar/floor correspond to Level 2 fair value, contingent purchase price liabilities and the put-option correspond to Level 3 fair value according to IFRS 13. For detailed information to put-option see note 12.E.ii., details on contingent purchase price liability can be found in note 27.

31 December 2024

	At amortized cost	Non-financial instruments	FVTPL	FVTOCI	Total
in € thousand
Assets
Trade receivables	45,297	0	0	0	45,297
Other receivables	3,764	232	853	7,471	12,320
Cash and cash equivalents	21,737	0	0	0	21,737
Total	70,799	232	853	7,471	79,355
Liabilities
Loans and borrowings	117,358	0	0	0	117,358
Trade payables	43,807	0	0	0	43,807
Other payables	2,054	4,050	475	12,132	18,711
Total	163,219	4,050	475	12,132	179,876

Positive fair values of derivative financial instruments are recognised in other receivables at fair value through OCI. Derivative financial instruments with negative fair values are recognized at fair value through OCI in other payables.

31 December 2023

	At amortized cost	Non-financial instruments	FVTPL	FVTOCI	Total
in € thousand
Assets
Trade receivables	44,677	0	0	0	44,677
Other receivables	9,863	229	1,642	7,734	19,468
Cash and cash equivalents	23,825	0	0	0	23,825
Total	78,235	229	1,642	7,862	87,969
Liabilities
Loans and borrowings	118,872	0	0	0	118,872
Trade payables	43,649	0	0	0	43,649
Other payables	3,461	2,221	69	12,646	18,398
Total	165,982	2,221	69	12,646	180,919

As of 31.12.2023, the positive fair values of the interest rate swaps are recognised in other receivables at fair value through OCI as in previous year. Interest rate swaps with negative fair values are recognized at fair value through OCI in other payables.

Annual Financial Report 2024 (translated) 76

i. Derivative financial instruments and hedges

For risk management purposes, the Group holds interest rate swaps as well as interest collar and interest floor for material non-current financial liabilities, which are designated in hedging relationships to hedge cash flows. The variable amounts of these hedging instruments are linked to the Euribor or to ÖKB Refinancing Rate. The Group's derivative instruments are governed by contracts and preferably concluded with those banks with which the underlying financial liability exists.

The fair value of the hedging instruments is determined as the present value of the estimated future cash flows. Estimates of future cash flows from variable interest payments are based on quoted swap rates, future prices and interbank interest rates. The estimated cash flows are discounted using a yield curve constructed from a similar source that reflects the relevant comparative interbank interest rate as used by market participants in the pricing of interest rate swaps.

The hedging relationship may become ineffective if the nominal value of the underlying transactions falls below that of the derivative. If a hedging relationship is no longer effective, rebalancing must restore effectiveness. The Group's derivatives were fully effective as of 31.12.2024 and as of 31.12.2023, there was no rebalancing.

The following table shows the value of the derivative financial instruments held by the Group as of 31 December 2024. The financial instruments, which were recorded as a cash flow hedge, form a valuation unit with the secured loans:

Financial institution	Derivative	Beginning	End	Nominal value in € thousand	Fixed interest rate	Market value in € thousand
Unicredit Bank Austria AG	Interest Rate Swap	30/06/2020	31/03/2027	6,500	0.000%	173
Unicredit Bank Austria AG	Interest Rate Swap	27/10/2021	30/09/2028	14,000	0.150%	542
National Bank of Greece SA	Interest Rate Swap	30/12/2022	29/12/2028	2,800	0.685%	103
Raiffeisen Bank International AG	Interest Rate Swap	29/12/2023	18/12/2028	20,000	2.740%	-235
Raiffeisen Bank International AG	Interest Rate Collar	16/01/2024	15/12/2028	25,000	Floor 1.955% Cap 3.000%	-182
Raiffeisen Bank International AG	Interest Rate Floor	16/01/2024	15/12/2028	25,000	0.000%	-58

Derivatives with positive market values are reported in the balance sheet as non-current other receivables, while derivatives with negative market values are reported as non-current financial liabilities.

The following table shows the value of the derivative financial instruments as of 31 December 2023, which were recorded as a cash flow hedge:

Financial institution	Derivative	Beginning	End	Nominal value in € thousand	Fixed interest rate	Market value in € thousand
Unicredit Bank Austria AG	Interest Rate Swap	30/06/2020	31/03/2027	9,100	0.000%	419
Unicredit Bank Austria AG	Interest Rate Swap	27/10/2021	30/09/2028	17,500	0.150%	1,001
National Bank of Greece SA	Interest Rate Swap	30/12/2022	29/12/2028	3,550	0.685%	187
Raiffeisen Bank International AG	Interest Rate Swap	29/12/2023	18/12/2028	25,000	2.740%	-69

Annual Financial Report 2024 (translated) 77

B. Risk Management

Risk management is coordinated at group level by the Board of Directors in close cooperation with Financial Directors of the Group’s segments. It is focused primarily on ensuring short and medium-term cash inflows and solvency. The Group has exposure to various risks arising from financial instruments. The main types of these risks are the following:

Credit risk
Liquidity risk
Market risk

i. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit-worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are banks and utility companies with sound credit ratings, which reduces the Group’s overall credit risk. In order to further decrease credit risk the Group uses non-recourse factoring for certain customers. The carrying amount of financial assets and contract assets represents the maximum credit exposure. Based on the empirical values of bad debts from five previous years, default probabilities are calculated in the Group, which, together with assumptions about future developments, are used to determine 'expected credit loss'.

	31/12/2024	31/12/2023
Credit risk for Trade receivables and Contract assets	Weighted average loss rate	Gross Impairment allowance
in € thousand
Current - not past due	0.30%	(120)
Past due 1 - 29 days	0.10%	(4)
Past due 30-59 days	0.20%	(4)
Past due 60-89 days	0.50%	(23)
Past due more than 90 days		(1,992)
Total		(2,143)

For trade receivables and contract assets an expected credit loss is calculated if no specific valuation allowances were made.

Allowance for impairment of Trade receivables and Contract assets in € thousand


Balance at 1 January 2023	(2,613)
Release of allowance	641
Disposal of allowance for amounts written off	41
Balance at 31 December 2023	(1,930)
Additions to allowance	(243)
Disposal of allowance for amounts written off	30
Balance at 31 December 2024	(2,143)

Annual Financial Report 2024 (translated) 78

ii. Liquidity risk

The contractual maturities of long-term bank loans from new consortium loan agreement, which finalised the Group Refinancing on level of AUSTRIACARD HOLDINGS AG in December 2023, are contingent on the Group’s compliance with contractual covenants. The covenant mainly concern financial ratio Net Debt / EBITDA (leverage less than 3.5x), which is verified on a 6-months basis. Group management monitors ratios closely as in case of non-compliance, long-term loans could be called due by the lending financial institutions. Up to date agreed covenants have been complied without exception on all reporting dates. The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term financial debt as well as the working capital requirements. Liquidity needs are monitored on a monthly basis and based on annual forecasts. Net cash requirements are compared to available borrowing limits, to identify surpluses or deficiencies in liquidity.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are undiscounted and include estimated interest payments.

in € thousand	Carrying amount	Total	1 year or less	1–2 years	2–5 years	More than 5 years
31 December 2024
Secured bank loans	98,326	102,590	12,932	11,928	77,730	0
Unsecured bank loans	2,984	3,161	1,168	1,994	0	0
Lease liabilities	16,048	18,117	4,948	4,125	7,245	1,799
Trade payables	43,807	43,807	43,807	0	0	0
Other payables – financial instruments	6,579	6,579	4,862	0	1,717	0
Total	167,744	174,255	67,717	18,047	86,692	1,799

in € thousand	Carrying amount	Total	1 year or less	1–2 years	2–5 years	More than 5 years
31 December 2023
Secured bank loans	100,092	106,101	13,342	12,292	80,467	0
Unsecured bank loans	4,071	4,249	1,678	661	1,910	0
Lease liabilities	14,710	16,343	4,272	3,650	5,909	2,512
Trade payables	43,649	43,649	43,649	0	0	0
Other payables – financial instruments	5,752	5,752	5,683	69	0	0
Total	168,273	176,094	68,624	16,672	88,286	2,512

iii. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Group is using derivative financial instruments to manage market risk.

Currency risk

The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Euro (EUR), RON (Romania), GBP (UK) and USD (USA). The currencies in which the Group’s transactions are denominated are mainly Euro and RON and to a lesser extent GBP (UK), USD (USA), TRY (Türkiye), PLN (Poland) and others. Exposure to currency fluctuations arises also from converting the financial information of the Group’s subsidiaries in Romania, Türkiye, United Kingdom and Poland from functional (local) to presentation currency (Euro) and its incorporation in the Group’s financial statements. Management continuously monitors the development of relevant foreign exchange rates for current or upcoming transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers and receiving invoices from suppliers as well as borrowing financial debt in the functional currency of the respective group component. As most costs of the Group accrue in Euro, the Group also aims at fixing to Euro sales prices of deliveries invoiced in local currency to the Euro. Where deemed necessary, the Group uses foreign currency derivatives to hedge future transactions, trade receivables and liabilities.

If exchange rates fluctuate within a range of +/- 10%, the profit or loss net of tax and equity net of tax of foreign currency companies would change as follows:

in € thousand	Strengthening	Weakening	Strengthening	Weakening
31 December 2024
RON (10% movement)	796	(651)	4,270	(3,493)
TRY (10% movement)	294	(241)	408	(334)
GBP (10% movement)	474	(387)	1,248	(1,021)
USD (10% movement)	(126)	103	(489)	400
31 December 2023
RON (10% movement)	700	(573)	3,672	(3,004)
TRY (10% movement)	221	(181)	145	(118)
GBP (10% movement)	364	(298)	880	(720)
USD (10% movement)	(182)	149	(158)	129

Interest rate risk

Financial assets are invested in bank deposits classified as cash and cash equivalents. The Group is essentially financed using borrowings and loans with variable interest rates which are mostly linked to the Euribor. If the Group would not use derivatives for hedging, interest charges would – given the same level of net debt – increase if the Euribor increases. Management continuously monitors the development of net debt and interest rates. The risk with fixed-interest financial instruments is that a negative market value adjustment may occur due to changes in interest rates. In the case of variable-interest financial instruments, the risk is that fluctuations in cash flow can have a negative impact on cash and cash equivalents and the ability to plan cash flows. In order to reduce the Group’s interest rate risk or long-term loans, interest rate swaps and collars have been concluded to change the variable interest to a fixed interest rates respectively to reduce the variability of interest costs in case of interest rate collars. The interest rate risk sensitivity analysis focuses on the risk of floating-rate financial instruments. It is assumed that the variable-interest liabilities existing on the reporting date are outstanding for a full year. In the sensitivity analysis, a change of plus/minus 100 basis points is simulated in each case. This would have the following effects on the financial result:

in € thousand	100bp increase	100bp decrease	100bp increase	100bp decrease
31 December 2024	(341)	341	(263)	263
31 December 2023	(523)	523	(403)	403

26. List of Subsidiaries

Country	main office	Company	Residence	Participation percentage 31.12.2024	Participation percentage 31.12.2023	Consolidation method 2024	Consolidation method 2023
Austria	Vienna	AUSTRIACARD HOLDINGS AG	Parent			Full	Full
Austria	Vienna	AUSTRIA CARD-Plastikkarten und Ausweissysteme GmbH	Vienna	100.00%	100.00%	Full	Full
Austria	Vienna	e-commerce monitoring GmbH	Vienna	100.00%	n/a	Full	n/a
Greece	Korpia/Attica	INFORM LYKOS (HELLAS) S.A.	Attica	100.00%	100.00%	Full	Full
Cyprus	Nicosia	TERRANE LIMITED	Nicosia	100.00%	100.00%	Full	Full
Albania	Tirana	Inform Albania Sh.p.k. (in liquidation)	Tirana	75.50%	75.50%	Full	Full
Cyprus	Nicosia	CLOUDFIN LTD	Nicosia	61.50%	61.50%	Full	Full
Romania	Bucharest	AUSTRIA CARD SRL	Bucharest	100.00%	100.00%	Full	Full
Turkey	Istanbul	AUSTRIA CARD TURKEY KART OPERASYONLARI ANONIM SIRKETI *)	Istanbul	92.00%	93.00%	Full	Full
Romania	Bucharest	INFORM LYKOS SA	Bucharest	100.00%	100.00%	Full	Full
Romania	Bucharest	Next Docs ECM Expert S.R.L.	Bucharest	100.00%	100.00%	Full	Full
Romania	Bucharest	Next Docs Confidential S.R.L.	Bucharest	100.00%	100.00%	Full	Full
Greece	Athen	Cloudfin Single Member SA	Athens	100.00%	100.00%	Full	Full
Andorra	Andorra la Vella	TAG SYSTEMS SAU	Andorra	100.00%	100.00%	Full	Full
Spain	Torres de la Alameda (Madrid)	TAG SYSTEMS SOLUTIONS S.L.U.	Madrid	100.00%	100.00%	Full	Full
Poland	Warsaw	TAG Systems Sp z o.o.	Warsaw	100.00%	100.00%	Full	Full
Norway	Nesna	TSG Norway AS	Nesna	100.00%	100.00%	Full	Full
United States (New Jersey)	Eatontown	TAGSYSTEMS USA INC	New Jersey	60.00%	60.00%	Full	Full
United Kingdom	Leyland (Lancashire)	Tag Nitecrest Ltd (in liquidation)	Leyland	100.00%	100.00%	Non-Full	Full
United Kingdom	Leyland (Lancashire)	TAG SYSTEMS UK LIMITED	Leyland	100.00%	100.00%	Full	Full
United Kingdom	Milton Keynes	LSTech Ltd	Milton Keynes	100.00%	n/a	Full	n/a
Spain	Barcelona	LSTECH ESPAÑA S.L.	Barcelona	100.00%	n/a	Full	n/a
Spain	Barcelona	TAG BIOMETRICS S.L.	Barcelona	92.50%	90.00%	Full	Full
Romania	Voluntari	ILRA POST HOLDING S.R.L.	Voluntari	50.10%	50.10%	Full	Full
Romania	Voluntari	ILRA PINK POST OPERATIONS S.R.L.	Voluntari	100.00%	100.00%	Full	Full
Spain	Madrid	SEGLAN S.L.	Madrid	25.00%	25.00%	At Equity	At Equity

*) The company is already consolidated at 100% due to a put option of the non-controlling shareholder, see note 12.E.

In business year 2024 the group of consolidated companies changed as follows:

	31/12/2024	31/12/2023
As of beginning of the period – fully consolidated	22	21
Disposal because of liquidation	0	(1)
Disposal because of merger	0	(1)
Disposal because of final consolidation	(1)	0
Addition because of acquisition	3	0
Addition because of start-up	0	2
Addition because of change of consolidation method	0	1
As of end of the period – fully consolidated	24	22
As of beginning of the period – at equity consolidated	1	1
As of end of the period – at equity consolidated	1	1
As of end of the period - total	25	23
Not consolidated	1	0

As of 31 May 2024 Tag Nitecrest Ltd, which is already in liquidation, was deconsolidated due to immateriality. The deconsolidation had no material effect on the consolidated financial statements. 100% of the shares in e-commerce monitoring GmbH, Austria, were acquired under a purchase and transfer agreement dated 12.01.2024, as a result of which this company was consolidated for the first time in January 2024. On 30.04.2024, the Group acquired 100% of the shares in LSTech Ltd (UK), a research and data analysis company based in the UK, and its wholly owned Spanish subsidiary LSTECH ESPANA S.L. These two companies were consolidated for the first time in 2024.

27. Acquisition of subsidiaries

In January 2024 AUSTRIA CARD-Plastikkarten und Ausweissysteme GmbH, a subsidiary of the Company, acquired 100% of the shares in e-commerce monitoring GmbH (‘Global Trust’, Austria) for agreed purchase price of € 0.8m.# Annual Financial Report 2024 (translated) 82

A. Identifiable acquired assets and liabilities assumed, consideration transferred, goodwill

The acquired assets and liabilities, resulting from business combinations in 2024, were recognized in the consolidated financial statement at the following fair values as part of the initial consolidation:

Fair values acquired in € thousand
Intangible assets	3,646
Property, plant and equipment	51
Other long-term assets	29
Non-current assets	3,726
Inventories	22
Trade receivables	88
Other receivables	514
Cash and cash equivalents	974
Current assets	1,598
Deferred tax liabilities	(906)
Non-current liabilities	(906)
Current income tax liabilities	(100)
Trade payables	(41)
Other payables	(68)
Contract liabilities	(577)
Current liabilities	(786)
Net assets	3,632
Net assets acquired	3,632
Consideration transferred	2,636
Purchase price liability	335
Contingent purchase price liability	1,141
Total consideration	4,112
Goodwill	480

In addition, there is an agreement on contingent purchase price of € 0.2m, calculated based on level of profit after tax at completion date of the deal. The acquired company is a recognized certification and trust service provider in accordance with European and Austrian regulations. End of April 2024 the Group acquired all shares in LSTech Ltd. (UK) and its 100% subsidiary LSTech ESPANA S.L. (Spain), for purchase price of € 2.0m. The purchase price will be supplemented by an additional earn-out payment of up to € 3.4m to sellers in 2028, depending on the achievement of the contractually agreed EBITDA targets for the business of the LSTech companies cumulatively for the years 2024-2027. In 2024 closing this is shown as contingent purchase price liability and registered with a fair value as of 31 December 2024 of € 1.2m. The contingent purchase price liability includes the best possible estimate of the expected payment. The acquisition of both companies is an important step for the Group, since it will expand the Group's product and service portfolio. The products and services of the acquired companies are expected to be sold not only to the customers of the newly acquired companies but also to existing and prospective customers of the Group. The employees of the acquired companies will strengthen the Group's expertise and thus enable the development and commercialization of new products and services in the area of Digital Transformation Technologies. Initial consolidation in total resulted in recognition of a goodwill of € 0.5m, intangible assets of € 3,6m as well as related deferred tax liability of € 0.9m. In the interim financial report 2024 a preliminary consolidation difference of € 3.4m had been presented as a goodwill. During measurement period provisional amounts recognised at acquisition date were retrospectively adjusted per 31 December 2024 to reflect new information obtained about facts and circumstances that existed as of the acquisition date. This relates in particular to the identified intangible assets with a fair value of €3.6m, which are attributable to acquired software and customer relationships (see also further explanations in note 27.A.). The Group incurred transaction costs of € 0.2m related to the business combinations implemented in 2024. The transaction costs are included in the Administrative expenses of the consolidated financial statements. Since initial consolidation, the acquired companies have contributed € 0.9m to revenues and € 0.1m to EBITDA in 2024.

Net cash outflows related to the acquisition of subsidiaries and business in € thousand
Consideration transferred	2,636
less cash acquired	(974)
Net cash outflows from subsidiaries and business acquired	1,663

In the course of the purchase price allocation for the two business combinations, customer relationships amounting to t€ 748 and AI Software Modules amounting to t€ 2,898 were identified. The AI Software Modules constitute core AI components generated by LSTech companies, developed to enhance the Group’s technological capabilities. These AI Modules are expected to play a pivotal role in the future, generating new business revenues by enabling the creation of innovative solutions and attracting new revenue opportunities. Intangible assets were measured using the “Multi-Period-Excess-Earnings” Method. The contingent purchase price liability was measured at fair value at the time of acquisition. The contingent purchase price payment is subsequently measured at fair value with the change in value recognised through profit or loss. The remaining goodwill corresponds to the expertise of the workforce of the acquired companies and, in the case of e-commerce monitoring GmbH in particular, the company's certified processes.

Annual Financial Report 2024 (translated) 83

28. Non-controlling interests (NCI)

As of 31.12.2024, the Group holds significant non-controlling interests in the subsidiaries CLOUDFIN Ltd. and TAG SYSTEMS USA Inc., presented in the following table:

	CLOUDFIN Ltd.	CLOUDFIN Ltd.	TAG SYSTEMS USA Inc.	TAG SYSTEMS USA Inc.
	31.12.2024	31.12.2023	31.12.2024	31.12.2023
NCI percentage	38.50%	38.50%	40.00%	40.00%
Non-current assets	1,653	650	7,794	7,961
Current assets	5,687	5,429	3,178	3,691
Non-current liabilities	(84)	(41)	(7,004)	(4,357)
Current liabilities	(2,672)	(2,206)	(8,370)	(10,321)
Net assets	4,585	3,831	(4,402)	(3,025)
Carrying amount of Non-controlling interests	1,753	1,462	(1,833)	(1,137)
Revenue	3,522	5,152	19,291	17,695
Profit (Loss)	753	3,244	(1,136)	(1,642)
Other comprehensive income	0	0	0	0
Total comprehensive income	753	3,244	(1,136)	(1,642)
Profit allocated to Non-controlling interests	290	1,249	(455)	(657)
Other comprehensive income allocated toNon-controlling interests	0	0	0	0
Cash flows from operating activities	1,497	342	(2,001)	1,503
Cash flows from investment activities	(1,172)	(331)	(60)	(1,290)
Cash flows from financing activities	(7)	0	1,757	(311)
Net increase (decrease) in cash and cash equivalents	318	11	(303)	(98)

29. Average number of employees

	2024	2023
Average number of employees based on head-count during the period	2,615	2,359
thereof white collar employees	779	854
thereof blue collar employees	1,837	1,506

30. Related parties

For the purpose of this report, related parties are defined as the members of the Supervisory Board and of the Management Board as well as their closely related persons, companies, subsidiaries, joint ventures and associates. Business transactions with related parties are carried out at ordinary arm’s length conditions.

i. Changes in Management Board

End of March 2024 Mr. Panagiotis Spyropoulos stepped down from his position as Group Chief Executive Officer and Vice-Chairman of the management board of the Company. At the same time previously Deputy Group Chief Executive Officer, Mr. Emmanouil Kontos, was appointed Vice-Chairman of the management board and Group Chief Executive Officer. Mr. Spyropoulos also was participant in the management participation program of AUSTRIACARD HOLDINGS AG, previously holding 22.7% of the share options in the program. His claims arising from the program up to 30 March 2024 are vested and shown within reserve for share- based payments in Equity.

Annual Financial Report 2024 (translated) 84

ii. Transactions with members of the Management Board

Directors of the Company control 73.1% of the voting shares of the ultimate Parent Company per 31 December 2024. Nikolaos Lykos holds a majority stake and can exercise control over the Group. Jon Neeras, member of the management board, and his related parties exercise direct control in Norwegian company “Aktiv Vekst AS“. No other members of key management personnel hold positions in other companies that result in them having direct control or significant influence over these companies. No post-employment benefits exist. With regard to management participation programs, see Note 12.E. Key management personnel compensation is as following:

in € thousand	2024	2023
Short-term employee benefits	3,444	2,772
Management participation programs (long-term)	2,908	2,583
	6,352	5,355

Short-term employee benefits include expenses for severance payments for the former Group CEO Panagiotis Spyropoulos amounting to t€ 280. With regard to long-term remuneration of the Management Board from management participation programs, please refer to note 12.E.i for Manolis Kontos, Jon Neeraas and Markus Kirchmayr, and refer to note 12.E.ii for management participation program for Burak Bilge.

iii. Transactions with members of the Supervisory Board

In 2024 Mr. Michael Butz, member of the Supervisory Board, invoiced t€ 88 for consulting services to the Group. In same period of previous year 2023 there have been no transactions with members of the Supervisory Board. In 2024 remunerations of t€ 227 (2023: t€ 27) were granted to the Supervisory Board, no advance payments or loans were granted.

iv. Transactions with associated companies

As of the balance sheet date 31.12.2024, there was investment in one immaterial associated company. No transactions were carried out with the associate in 2024 as well as in previous year.

31. Auditor’s fees

Expenses for services rendered by the Group auditor (including the international network in terms of section 271b UGB) comprised the following:

in € thousand	2024	2023
Audit of consolidated and annual financial statements	499	486
Other confirmation and consulting services	158	70
	657	556

32. Subsequent events

The management board of AUSTRIACARD HOLDINGS AG resolved on 7 January 2025 to implement a further share buy-back program for own shares (Share Buy-Back Program III) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023, see note 21. There were no other significant subsequent events after the balance sheet date.

Annual Financial Report 2024 (translated) 85

Accounting policies

33.# Changes in accounting policies

New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union

The following amendments and interpretations of the IFRS have been issued by the International Accounting Standards Board (IASB), adopted by the European Union, and their application is mandatory from or after 01/01/2024.

Standard	Effective date*)	Material impact on consolidated financial statements
IAS 1 Amendments to IAS 1: Classification of Liabilities as Current or Non-current, Non-current Liabilities with Covenants	01/01/2024	No
IFRS 16 Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback	01/01/2024	No
IAS 7 and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements	01/01/2024	No

*) Applicable to financial years beginning on or after the indicated date

Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated and separate financial statements.

A. Basis of consolidation

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Inter-company transactions, balances and unrealized gains and losses on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. At the date of acquisition the Group recognizes separately from goodwill, the recognized assets acquired, the liabilities incurred and any non-controlling participations to the merged subsidiary. The recognized assets and the liabilities incurred should satisfy the definitions of assets and liabilities in the Framework of Preparation and Presentation of Financial Statements at the date of acquisition, in order to fulfil the criteria of recognition by the acquisition method.

The Group measures the transferred assets and the liabilities incurred at fair values at the date of acquisition. The consideration transferred in return for the acquisition is measured at fair value, which is calculated as the sum of fair value at the date of assets transferred by the Group, the liabilities incurred if any to the previous owners and participation rights issued by the Group. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

Non-controlling interests are initially measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Puttable or fixed-term equity interests in subsidiaries with put options held by non-controlling interests represent financial liabilities for the Group. Such liabilities are initially recognized at fair value in accordance with IFRS 9. Irrespective of whether the non-controlling shareholders are currently the beneficial owners of the shares or not, the initial consolidation is carried out as an early acquisition, i.e. the shares covered by the put option are allocated to the Group from the beginning as if the right had already been exercised. Subsequently, the liability from the put option is measured at fair value through profit or loss on each reporting date.

Annual Financial Report 2024 (translated) 86

B. Foreign currency

The items of financial statements of the Group companies are measured based on the currency of economic environment, in which each company operates (functional currency). The financial statements are presented in Euro which is the functional currency and the presentation currency of the parent company.

i. Foreign currency transactions

The Group companies record foreign currency business transactions using the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate in effect on the reporting date. Foreign currency differences are generally recognized in profit or loss.

ii. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro using the average exchange rate in effect at the date of transaction. Gain and losses on foreign currency translation are recognized in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

C. Revenue

Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes revenue when it transfers control over a good or service to a customer. The recognition of major categories of revenues is as follows:

Sales of made-to-order / customer-specific goods
The Group has determined that for made-to-order card- and paper products, the customer controls all of the work in progress as the products are being manufactured. This is because under those contracts card- and printed products are made to a customer’s specification and if a contract is terminated by the customer, then the Group is entitled to reimbursement of the costs incurred to date, including a reasonable margin. Invoices are issued according to contractual terms and are usually payable within 30 – 45 days. Uninvoiced amounts are presented as contract assets. Revenue and associated costs are recognised over time – i.e. before the goods are delivered to the customers’ premises. Progress is determined based on the cost-to-cost method.
Sales of merchandise
Customers obtain control of products that are not produced but resold by the Group to the customer only when the goods are delivered to the agreed location. Invoices are generated at that point in time. Invoices are usually payable within 30 to 45 days. Revenue is recognised when the goods are delivered to the location agreed with the customer.
Sales of services rendered
Revenue arising from services is recognized in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total services to be provided.

D. Employee benefits

i. Pensions or similar obligations

A defined contribution plan is a post-employment benefit plan under which the Group pays contributions to publicly or contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is recognized.

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The liability recognized in the balance sheet in respect of defined benefit plan is the present value of the benefit obligation as at balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions on post-benefit employment plans are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs are recognized immediately in the income statement.

ii. Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

Annual Financial Report 2024 (translated) 87

iii. Management participation programs

Share-settled share based payments

The fair value at the grant date of share-based payment arrangements to employees is recognized as an expense with a corresponding increase in equity over the period in which the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the relevant service conditions and non-market performance conditions are expected to be satisfied, so that the final amount recognized as an expense is based on the number of awards that satisfy the relevant service conditions and non-market performance conditions at the end of the vesting period.# E. Government grants & subsidies
Research premiums are provided by governments to give incentives for companies to perform technical and scientific research. These research premiums are presented in Other income in the income statements as when companies that have qualifying expenses can receive such premiums in the form of a tax credit irrespective of taxes ever paid or ever to be paid. These premiums are included in ‘Trade and other receivables’. The Company records the benefit of this premium only when all qualifying research has been performed and the Group has obtained sufficient evidence from the relevant government authority that the premium will be granted. At the same time, the research premiums represent government grants for capitalized expenses for internal development. The Group deducts the research premiums from the cost of internal development.

F. Income tax

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

i. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years.

ii. Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
* temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
* temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;

Deferred tax assets remaining after netting with deferred tax liabilities are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

G. Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity, these inventories are reclassified to contract assets. Cost of inventories does not include any financial expenses. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Appropriate allowance is made for damaged, obsolete and slow moving items. Write-downs to net realizable value and inventory losses are expensed in other expenses in the period in which the write-downs or losses occur.

H. Property, plant and equipment

Land and buildings used for operations and administrative purposes, are presented in the balance sheet at their revalued values, less their accumulated depreciation and, if any, impairment following the Revaluation method as per IAS 16. When the carrying amount of land or buildings is increased by a re-adjustment, this increase will be recorded in the statement of comprehensive income and then accumulated to equity as a readjustment surplus. In case the accounting value of buildings or land is reduced in the future following a readjustment, this reduction will be recorded in the statement of comprehensive income up to the amount of the existing credit balance of readjustment surplus. Any excess of impairment loss over this surplus will be recorded in the income statement. The remaining categories of tangible assets are measured at historical cost less accumulated depreciation and, if any, accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the items. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Depreciation is calculated using the straight-line method over their estimated useful lives. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated. The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

Years
Buildings	20-50
Plant, machinery, other equipment	3-20

I. Intangible assets and goodwill

| Element | Measurement # All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognized financial assets that is created or retained by the Group is recognized as a separate asset or liability. The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

ii. Non-derivative financial assets – Classification and subsequent measurement

Element	Measurement
Financial assets at fair value through profit or loss	Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
Financial assets at amortized cost	These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

iii. Non-derivative financial liabilities – Measurement

Non-derivative financial liabilities are initially recognized at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.

K. Share capital

(a) Ordinary shares are classified as equity. Share capital represents the value of company’s shares in issue. Any excess of the fair value of the consideration received over the par value of the shares issued is recognized as “share premium” in shareholders’ equity.
(b) Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Annual Financial Report 2024 (translated) 90

L. Impairment

i. Non-derivative financial assets

The Group recognizes loss allowances for ECLs on financial assets measured at amortised cost and contract assets. The Group measures loss allowances at an amount equal to lifetime ECLs. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs. When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information based on the Group’s experience and informed credit assessment. The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

ii. Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash Generating Units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

M. Leases

At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. Then the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. For lease contracts according to IFRS 16 lease term is determined as the non-cancellable period of a lease, together with both, periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. At the commencement date, a right-of-use asset and a lease liability is recognised. Lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the group uses the lessee’s incremental borrowing rate. At the commencement date, the right-of-use asset is measured at cost. The cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, as well as any lease payments made at or before the commencement date (less any lease incentives received), any initial direct costs incurred by the lessee, and an estimate of potential restoration costs. After the commencement date, the-group measures the right-of-use asset applying a cost model. The depreciation requirements of IAS 16 are applied. According to IFRS 16.5 the group elects not to apply IFRS 16 to short-term leases and leases for which the underlying asset is of low value (< about EUR 5.000,-). Lease payments associated with those leases are recognised directly as an expense. Subsequent measurement of the lease liability is done by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. Right-of-use assets and lease liabilities shall be reassessed if one of the following cases occurs:
1. change in lease payments,
2. change in lease term,
3. change in the assessment of an option to purchase the underlying asset, or
4. change in the amounts expected to be payable under a residual value guarantee.

At the effective date of the modification, the lessee has to remeasure the present value of the lease liability and the carrying amount of the right-of-use asset. Any gain or loss relating to the partial or full termination of the lease should be recognised in profit or loss. The remeasurement has to be done with a revised discount rate only in case of changes in lease term, changes in the assessment of the option to purchase the underlying assets or if the change in lease payments is due to floating interest rates. A lessee shall account for a lease modification as a separate lease if the modification increases the scope of the lease by adding the right to use one or more underlying assets, and if the consideration for the lease increases by an adequate amount.

Annual Financial Report 2024 (translated) 91

N. IAS 29 Financial Reporting in hyperinflation economies

IAS 29 is to be applied when the functional currency of a company is that of a country with pronounced high inflation. Like in previous year, this concerns a subsidiary in Türkiye, as the cumulative three-year inflation rate has led to Turkey's classification as a hyperinflationary country within the meaning of IAS 29. IAS 29 requires the adjustment of affected financial statements by applying a general price index:
- Monetary items of the balance sheet are not adjusted.
- Non-monetary items of the balance sheet that are measured at cost are adjusted to the price changes that occurred in the financial year before translation into Group currency on the basis of an appropriate price index to measure purchasing power.
- All items in the statement of comprehensive income and all components of equity are also adjusted on the basis of suitable price indices.
- Gains or losses from the net position of monetary items are reported in the financial result of the consolidated income statement.
- Prior-year figures have not been adjusted in accordance with IAS 21.42 (b).

35.# New Standards and Interpretations that have not been applied yet or have not been adopted by the European Union

The following amendments and interpretations of the IFRS have been issued by the International Accounting Standards Board (IASB) but have not been applied yet or have not been adopted by the European Union:

Standard	Effective date*)	Material impact expected on consolidated financial statements
IAS 21	01/01/2025	No
IFRS 9 und IFRS 7	01/01/2026	No
IFRS 9 und IFRS 7	01/01/2026	No
Diverse	01/01/2026	No
IFRS 18	01/01/2027	Yes
IFRS 19	01/01/2027	No

*) Applicable to financial years beginning on or after the indicated date

On April 9, 2024, the International Accounting Standard Board (IASB) published the new accounting standard IFRS 18 - Presentation and Disclosure in Financial Statements. IFRS 18 will replace the previous standard IAS 1 - Presentation of Financial Statements. It is intended to improve the presentation of financial information and make financial statements more transparent and easier to compare. Companies need to apply IFRS 18 for financial years beginning on or after January 1, 2027 - with a corresponding retrospective adjustment of the comparative period. IFRS 18 introduces a new structure for the income statement with mandatory subtotals. IFRS 18 also requires additional disclosures in the notes, one of which relates to management-defined performance measures (MPMs). These are performance measures communicated publicly by management outside the consolidated financial statements that are not specified by IFRS accounting standards. IFRS 18 therefore brings significant changes for all companies. It is not yet possible to present the potential impact on AUSTRIACARD HOLDINGS AG.

Annual Financial Report 2024 (translated)

Vienna, 12 March 2025

Nikolaos Lykos mp Chairman of the Management Board
Emmanouil Kontos mp Vice Chairman & Group CEO
Jon Neeraas mp Member of the Management Board
Burak Bilge mp Member of the Management Board
Markus Kirchmayr mp Member of the Management Board

Annual Financial Report 2024 (translated)

Annual financial report 2024 (translated)

AUDITOR’S REPORT

Report on the Consolidated Financial Statements

Audit Opinion

We have audited the consolidated financial statements of AUSTRIACARD HOLDINGS AG, Vienna, and of its subsidiaries (the Group) comprising the consolidated statement of financial position as of December 31, 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the fiscal year then ended and the notes to the consolidated financial statements.

Based on our audit the accompanying consolidated financial statements were prepared in accordance with the legal regulations and present fairly, in all material respects, the assets and the financial position of the Group as of December 31, 2024 and cashflows and its financial performance for the year then ended in accordance with the International Financial Reportings Standards (IFRS) as adopted by EU, and the additional requirements under Section 245a Austrian Company Code UGB.

Basis for Opinion

We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following "EU regulation") and in accordance with Austrian Standards on Auditing. Those standards require that we comply with International Standards on Auditing (ISA). Our responsibilities under those regulations and standards are further described in the "Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with the Austrian General Accepted Accounting Principles and professional requirements and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained until the date of this auditor’s report is sufficient and appropriate to provide a basis for our opinion by this date.

Annual financial report 2024 (translated)

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the fiscal year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We considered the following matter as key audit matter for our audit:

| Key Audit Matter | How our audit addressed the key audit matter # Annual Financial Report 2024 (translated)

We also:
* identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
* evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Annual financial report 2024 (translated)

conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
plan and conduct the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit procedures in respect to the group audit. We remain solely responsible for our audit opinion. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Annual financial report 2024 (translated)

Report on Other Legal and Regulatory Requirements

Comments on the Management Report for the Group

Pursuant to Austrian Generally Accepted Accounting Principles, the management report for the Group is to be audited as to whether it is consistent with the consolidated financial statements and as to whether the management report for the Group was prepared in accordance with the applicable legal regulations. Management is responsible for the preparation of the management report for the Group in accordance with Austrian Generally Accepted Accounting Principles. We conducted our audit in accordance with Austrian Standards on Auditing for the audit of the management report for the Group.

Opinion

In our opinion, the management report for the group was prepared in accordance with the valid legal requirements, comprising the details in accordance with section 243a UGB (Austrian Company Code), and is consistent with the consolidated financial statements.

Statement

Based on the findings during the audit of the consolidated financial statements and due to the thus obtained understanding concerning the Group and its circumstances no material misstatements in the management report for the Group came to our attention.

Additional information in accordance with article 10 EU regulation

We were elected as auditors by the ordinary general meeting at July 9, 2024. We were appointed as auditors by the Supervisory Board on the October 23, 2024. We are auditors without cease since 2023. We confirm that the audit opinion in the Section "Report on the consolidated financial statements" is consistent with the additional report to the audit committee referred to in article 11 of the EU regulation. We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were provided by us and that we remained independent of the audited company in conducting the audit.

Annual financial report 2024 (translated)

Responsible Austrian Certified Public Accountant

The engagement partner is Mr. Mag. Erich Lehner, Certified Public Accountant.

Vienna, March 12, 2025

Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H.

Mag. Erich Lehner mp Mag. Katharina Schrenk mp
Wirtschaftsprüfer / Certified Public Accountant Wirtschaftsprüferin / Certified Public Accountant

Annual financial report 2024 (translated)

Declaration by all legal representatives pursuant to § 124 (1) 3 Stock Exchange Act (BörseG)

We confirm that to the best of their knowledge, the consolidated financial statements, prepared in accordance with the applicable financial reporting standards, present a true and fair view of the assets, financial position and results of operations of the group and that the group report of the management board presents the the situation of the group in such a manner so as to present a fair and true view of the assets, financial position and results of operations and also describes the major risks and uncertainties to which the group are exposed.

Nikolaos Lykos mp
Chairman of the Management Board

Emmanouil Kontos mp
Deputy Chairman of the Management Board
Group CEO and Regional Executive Vice President (EVP) DACH, CEE/SEE

Jon Neeraas mp
Member of the Management Board
Regional Executive Vice President (EVP) Nordics, UK and USA

Burak Bilge mp
Member of the Management Board
Regional Executive Vice President (EVP) Middle East, Africa (MEA) and Türkiye

Markus Kirchmayr mp
Member of the Management Board
Group CFO

Annual financial report 2024 (translated)

AUSTRIACARD HOLDINGS AG Single Financial Statements 2024 in accordance with the Austrian Commercial Code (UGB)

Annual financial report 2024 (translated)

AUSTRIACARD HOLDINGS AG, Vienna (translated)

Annex I/1 Statement of Financial Position as of 31 December 2024

Assets	31/12/2024 EUR	31/12/2023 EUR'000
A. Fixed assets
I. Intangible assets
Software	22,905	22,905
II. Tangible assets
1. Land and buildings	35,000	35
2. Other equipment	18,391	1
3. Prepayments and plant under construction	33,200	0
	86,591	36
III. Financial assets
1. Investments in affiliated companies	112,952,421	110,782
2. Loans to affiliated companies	84,498,668	0
3. Other investments	34,050	34
	197,485,139	110,816
	197,594,635	110,853
B. Current assets
I. Accounts receivable
1. Accounts receivable from affiliated companies	1,655,637	92,986
thereof non-current	0	81,988
2. Other receivables	330,130	416
thereof taxes	305,238	239
thereof non-current	0	0
	1,985,766	93,402
II. Cash in banks	1,992,159	1,097
	3,977,925	94,499
C. Prepaid expenses	236,990	346
D. Deferred tax assets	405,684	369
	202,215,234	206,067

Annual financial report 2024 (translated)

AUSTRIACARD HOLDINGS AG, Vienna (translated)

Annex I/2 Liabilities and Shareholder`s equity

	31/12/2024 EUR	31/12/2023 EUR'000
A. Shareholder's equity
I. Share capital	36,353,868	36,354
Own shares	-362,302	0
Issued share capital	35,991,566	36,354
II. Additional paid-in capital
1. Appropriated	33,033,279	33,033
2. Unappropriated	53,000	53
	33,086,279	33,086
III. Reserve for share-based payment	12,316,802	10,004
IV. Taxed reserves
1. Statutory reserve	7,000	7
2. Other reserves	0	0
3. Reserves in connection with own shares	362,302	0
	369,302	7
V. Net profit	14,016,262	20,245
thereof profit carried forward	17,715,802	26,665
	95,780,210	99,696
B. Provisions
1. Tax provisions	36,703	152
thereof deferred tax provisions	4,013	57
2. Other provisions	1,932,801	2,065
	1,969,504	2,217
C. Liabilities
1. Bank loans	99,241,711	101,092
thereof current	11,108,665	11,100
thereof non-current	88,133,046	89,992
2. Accounts payable	414,401	278
thereof current	414,401	278
3. Liabilities to affiliated companies	4,005,394	2,295
thereof current	4,005,394	2,295
4. Other liabilities	804,014	489
thereof from taxes	281,293	66
thereof due to social security	112,865	55
thereof current	804,014	489
	104,465,520	104,153
thereof current	16,332,474	14,162
thereof non-current	88,133,046	89,992
	202,215,234	206,067

Annual financial report 2024 (translated)

AUSTRIACARD HOLDINGS AG, Wien (translated)

Annex I/3 Income Statement for the financial year 2024

	2024 EUR	2023 EUR'000
1. Revenues	3,554,969	1,371
2. Other income
a) Other other income	72,338	359
	72,338	359
3.

AUSTRIACARD HOLDINGS AG, Wien (translated)

Annex I/3 Income Statement for the financial year 2024

	2024 EUR	2023 EUR'000
Personnel expenses
a) Salaries	-5,722,464	-3,431
b) Expenses for social security	-445,703	-230
thereof contributions to employee provision funds	-40,404	-11
thereof expenses for statutory social security and payroll related taxes and contributions	-405,298	-219
	-6,168,166	-3,661
4. Amortization, depreciation and impairment charges
a) of intangible assets and equipment	-8,694	-23
	-8,694	-23
5. Other operating expenses
a) Taxes other than income taxes	-148,057	-95
b) Sundry	-4,178,084	-11,357
	-4,326,141	-11,452
6. Subtotal from line 1 to 5 (Operating result)	-6,875,693	-13,406
105 Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG, Wien (translated)
Annex I/3 Income Statement for the financial year 2024
	2024	2023
	EUR	EUR'000
6. Subtotal from line 1 to 5 (Operating result)	-6,875,693	-13,406
7. Income from investments	6,865,000	4,351
thereof from affiliated companies	6,865,000	4,351
8. Other interests and similar income	5,815,717	445
thereof from affiliated companies	5,815,590	381
9. Expenses from financial assets	-1,385,185	-3,255
thereof impairment	-1,385,185	-3,255
thereof from affiliated companies	-1,385,185	-3,255
10. Interest and similar expenses	-6,117,905	-1,442
11. Subtotal from line 7 to 10 (Financial result)	5,177,628	99
12. Loss before tax	-1,698,066	-13,306
13. Income taxes	58,220	-66
thereof deferred taxes	90,085	-64
14. Merger result	0	7,722
15. Reorganization-related transfer of a result from previous periods	0	-769
16. Loss of the year	-1,639,845	-6,419
17. Profit carried forward from prior period	17,715,802	26,665
18. Allocation to taxed reserves	-2,059,695	0
19. Net profit	14,016,262	20,245
106 Annual financial report 2024 (translated)
AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8, 1230 Vienna
107 Annual financial report 2024 (translated)

Notes to the financial statements for the financial year 2024

General
The management of the Company prepared the financial statements in accordance with the regulations of the Austrian Commercial Code ("Unternehmensgesetzbuch", "UGB"). The Company is a large corporation in accordance with Section 221 UGB and a five-fold Company in accordance with Section 271a par. 1 UGB.
Accounting principles
2.1. General
The financial statements were prepared in accordance with generally accepted accounting principles in Austria to give a true and fair view of the Company’s assets, liabilities, financial position and results. The principle of completeness was adhered to. The items in the financial statements were valued by applying the going concern assumption. Assets and liabilities were valued individually on an item-by-item basis. The principle of prudence was adhered to by recognizing revenue only if realized at the end of the reporting period. All identifiable risks and potential losses, which arose in 2024 or in a prior period, were taken into account. The income statement is presented in the nature of expense method. There have been no changes to the accounting principles applied in prior years.

108 Annual financial report 2024 (translated)

2.2. Intangible assets
Intangible assets are only recognized when they are purchased and are measured at cost less amortization and impairment charges, if any. Internally developed intangible assets and low value items (individual acquisition costs of up to EUR 1,000.00) are expensed when acquired. Amortization expense is calculated on a straight-line basis by applying the following useful life:
```
|           | Years | Percentage |
| :-------- | ----: | ---------: |
| Software  |     5 |         20 |
```

An impairment loss is recognized to adjust the carrying amount to its lower fair value as of the reporting date, if the decrease in value is expected to be permanent. In 2024, no impairment charge was recognized (prior year: EUR 0k).

2.3. **Tangible assets**

Tangible assets are measured at acquisition or production costs less scheduled amortization and impairment charges, if any. Low value items (individual cost below EUR 1,000.00) are expensed in the year of purchase. In accordance with income tax regulations, additions in the first half of the year are subject to a full year's depreciation, and additions in the second half-year, are subject to a half-year's depreciation.

109 Annual financial report 2024 (translated)

    Depreciation is calculated straight-line based on the following useful lives:

    |                  | Years   | Percentage |
    | :--------------- | ------: | ---------: |
    | Buildings        | 10 - 40 |    2.5 - 10 |
    | Plant and equipment | 3 - 5   |    20 - 33 |

An impairment charge is recognized to adjust the carrying amount of an item of tangible assets to its lower fair value as of the reporting date, if the decrease in value is expected to be permanent. No impairment charge was recognized for 2024 (prior year: EUR 0k).

2.4. **Financial assets**

Financial assets are valued at acquisition costs. An impairment loss is recognized to adjust the carrying amount to its lower fair value as of the reporting date, if the decrease in value is expected to be permanent. As of 31.12.2024 loans, granted to affiliated companies in connection with the group refinancing from 18 December 2023, amounting to EUR 85,883,853 were allocated to „Loans to affiliated companies“ in Financial assets. In the previous year, these loans were recognized as Accounts receivable from affiliated companies. Loans or loan tranches due within the next twelve months have a carrying amount of EUR 9,400,000 (previous year: EUR 0k) Loans to affiliated companies are measured at cost. If a decrease in value is significant and permanent, an impairment charge is recognized. Impairment losses to a lower fair value as at the reporting date are recognized if the impairment is expected to be permanent. As of 31.12.2024, an impairment loss of EUR 1,385,185 was recognized on the loan to TAG Biometrics SL. Further details are included in the section 3.2.4 "Expenses from financial assets". In the previous year, the write-downs on financial assets amounted to EUR 3,255 k. Reversals of impairment losses on non-current assets are recognized when the reasons for the impairment loss no longer apply. No write-ups were made in the financial year.

110 Annual financial report 2024 (translated)

2.5. **Receivables and other assets**

Receivables and other assets are recognized at their nominal values. Individual impairments are made for identifiable risks. Currency translation takes place at the time of the transaction using the current exchange rate. As of the balance sheet date, receivables are valued at the closing rate, given the closing rate is lower than the rate at the time the receivable incurred

2.6. **Current and deferred income tax**

Deferred taxes are recognized in accordance with Section 198 par. 9 and par. 10 UGB by applying the balance sheet liability method and the current income tax rate of 23% (prior year: 23%). Deferred taxes are not discounted and are not recognized on tax loss carry-forwards.

2.7. **Provisions**

Other provisions are recognized taking into account the principle of prudence reflecting all apparent risks identified up to the date of preparation of the financial statements and all liabilities contingent with respect to amount or occurrence. The amounts recognized represent management's best estimate.

2.8. **Liabilities**
    Liabilities are recognized at their repayment amounts.

2.9. **Foreign currency translation**

The reporting currency is the Euro. Receivables denominated in foreign currencies are measured at the lower of the transaction rate and buying rate as of the end of the reporting period. Liabilities denominated in foreign currencies are measured at the higher of the transaction rate and selling rate as of the end of the reporting period. In the case of currency forwards, the items are measured at the agreed forward rate. No forward exchange contracts were concluded in 2024.

111 Annual financial report 2024 (translated)

Notes on the statement of financial position and income statement
3.1. Notes on the statement of financial position
For the development of assets we refer to Appendix 1.
3.1.1. Financial assets
Investments in affiliated companies
The disclosures on equity and the result of the last financial year of the affiliated companies are the values according to the Group Reporting Package as at December 31, 2024.
```
    | Name                                             | Registered Office       | Equity      | Share of equity | Net Profit/Loss of the most recent financial year |
    | :----------------------------------------------- | :---------------------- | :---------- | --------------: | ------------------------------------------------- |
```
| AUSTRIA CARD- Plastikkarten und Ausweissysteme Gesellschaft m.b.H. (ACV) | Vienna | EUR 84,380,617 | 100.00% | EUR 12,910,892 |
| INFORM LYKOS HELLAS SA (ILG) (GR) | Koropi | EUR 15,158,184 | 99.99% | EUR 3,780,535 |
| CLOUDFIN LTD (CY) | Nicosia | EUR 4,584,510 | 61.50% | EUR 753,212 |
| TERRANE LTD (CY) | Nicosia | EUR 16,663,093 | 100.00% | EUR 1,446,495 |
| INFORM ALBANIA Sh.pk | Tirana (AL) | ALL (3,839,695) | 75.50% | ALL (5,496,097) |
| LSTech Ltd | Milton Keynes (UK) | GBP 197,344 | 100,00% | GBP (20,641) |
```
Other investments
Since 2022, in addition ACAG holds a 3% minority stake in the Greek company 'COMPETENCE CENTER I4byDESIGN PRIVATE COMPANY' in connection with a research project.

3.1.2. **Receivables and other assets**
```
Receivables from affiliated companies amount to EUR 1,655,637 (prior year: EUR 92,986k). Thereof EUR 361,020 (prior year: EUR 1,384k) relate to current service charges and EUR 1,294,616 to other receivables. In previous year intercompany loans amounting to EUR 91,468k were presented under Accounts receivable from affiliated companies. As of 31.12.2024, these loans are reported under Loans to affiliated companies under Financial assets.
```
3.1.3. **Deferred tax assets**
```
Deferred tax assets were recognized as at the balance sheet date for temporary differences between the tax base and the carrying amount under company law for the items below. For 2024, deferred taxes were calculated using the corporate income tax rate of 23%, or 22% if these relate to the branch based in Greece.

112 Annual financial report 2024 (translated)## 3.1.4. Shareholder’s equity

The following table shows the development of the shareholder's equity:

	Additional Reserve	Reserve for Share Capital	Taxed paid-in capital	Share-based payment	Net Profit	Total EUR
As of 31 December 2023	36,353,868	33,086,279	10,004,000	7,000	20,245,325	99,696,472
Purchase of own shares						(2,059,695)
Assignment to taxed reserves			2,059,695	(2,059,695)
Dividend distribution					(3,626,963)	(3,626,963)
Share-based payment				3,410,242		3,410,242
Loss of the year 2024					(1,639,845)	(1,639,845)
As of 31 December 2024	35,991,566	33,086,279	12,316,802	369,302	14,016,262	95,780,210

Share capital

The share capital of EUR 36,353,868.00 is divided into 36,353,868 no-par value shares, each of which participates in the share capital to the same extent.

Authorized capital

At the Extraordinary General Meeting on November 30, 2022, the Management Board was authorized, with the approval of the Supervisory Board, to increase the company's share capital by up to EUR 8,431,033 until November 30, 2027 - also in several tranches - by issuing a total of up to 8,431,033 bearer shares with voting rights against cash and/or non-cash contributions, whereby the issue price and the issue conditions are determined by the Management Board with the approval of the Supervisory Board. The Management Board is also authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in whole or in part (exclusion of subscription rights) (i) if the capital increase is made against cash contributions and the total calculated proportion of the company's share capital attributable to the shares issued against cash contributions excluding subscription rights does not exceed the limit of 10% (ten percent) of the company's share capital at the time the authorization is granted, (ii) if the capital increase is made against contributions in kind or (iii) for the settlement of fractional amounts.

Buyback program for own shares

The annual general meeting of AUSTRIACARD HOLDINGS AG held on 30 June 2023 resolved on the authorization to implement a share buy-back program for own shares pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act, which was published on 30 June 2023. The management board shall be authorized for a period of 30 months from the date of the resolution of the annual general meeting in accordance with Sec 65 para 1 no 4 and 8 and para 1a and 1b AktG to acquire own shares of the Company with a statutory limit of up to 10% of the share capital. In accordance with the resolution of the annual general meeting held on 30 June 2023, the consideration to be paid per share when acquiring shares must (i) not be lower than EUR 1 (i.e., the calculated proportion of the share capital per share), and (ii) not be more than 20% above the volume-weighted average price of the last 20 trading days preceding the respective purchase.

Share buy-back program for own shares I

The share buy-back under the Share Buy-Back Program I started on 22 December 2023 and expired on 21 June 2024. In total under the Share buy-back program I, AUSTRIACARD HOLDINGS AG bought back 84,238 own shares at a weighted average price of EUR 5.94 per share. This corresponds to 0.2317% of the total share capital and the total price without incidental expenses of the repurchased shares was EUR thousand 496,8.

Share buy-back program for own shares II

The management board of AUSTRIACARD HOLDINGS AG resolved on 28 June 2024 to implement a share buy-back program for own shares (Share Buy-Back Program II) on the basis of the authorization resolution pursuant to Sec 65 para 1 no 4 and 8 Austrian Stock Corporation Act of the annual general meeting held on 30 June 2023, which was published on 30 June 2023. The supervisory board of AUSTRIACARD HOLDINGS AG approved the implementation of the Share Buy-Back Program II by resolution dated 28 June 2024. In total, under the Share Buy-Back Program II, AUSTRIACARD HOLDINGS AG bought back 278,064 own shares at a weighted average price of EUR 5.64 per share. This corresponds to 0.7649% of the total share capital. The total price without incidental expenses of the repurchased shares was EUR 1.562,8k. The buy-back own shares is presented within Equity in the positions I Share capital and IV Taxed reserves. The nominal value and the purchase price of the acquired own shares are presented separately. To cover an otherwise negative reserve, the amount of EUR 2,059,695 has been allocated from the profit carried forward to Taxed reserves.

3.1.5. Provisions

The tax provisions mainly relate to the corporation tax provision in the amount of EUR 32,690 (previous year: EUR 59k) as well as deferred tax provisions of EUR 4,013, recognized in profit or loss in the financial year 2024 at a tax rate of 22 % of the branch office on the prepaid expenses. Other provisions mainly relate to personnel provisions amounting to EUR 1,240,364 (previous year: EUR 1.354k) as well as to provisions for outstanding incoming invoices for auditing and consulting expenses.

3.1.6. Liabilities

On December 18, 2023, AUSTRIACARD HOLDINGS AG signed a financing agreement for EUR 186.6 million with a consortium of 10 European banks led by Unicredit, comprising a revolving credit facility, loan tranches and a guarantee facility with terms of 3 to 5 years. Some of the funds raised were used to refinance existing credit facilities of the company and various subsidiaries, while the remainder will be used for general corporate purposes and to finance the company's growth. As at December 31, 2024, the loans drawn down from the total volume amounted to EUR 99,241,711 (previous year: EUR 101,092k). Liabilities to banks have a remaining term of three to five years. Liabilities to affiliated companies amount to EUR 4,005,394 (previous year: EUR 2,295k), thereof EUR 3,908,775 are related to cash pooling (previous year: EUR 0), EUR 96,620 to ongoing services charges (previous year: EUR 569k) and EUR 0 from other liabilities (previous year: EUR 1,727k).

Collateral and contingent liabilities

Collateral has been provided for liabilities to banks in the amount of EUR 99,241,711. The collateral in rem mainly consists of share pledge agreements for the shares in three subsidiaries and the pledging of intercompany receivables that AUSTRIACARD HOLDINGS AG has granted to the Group companies from this financing. In connection with customer projects, the Company holds 2 contingent liabilities (performance guarantees) for the total amount of EUR 195,288 (previous year: EUR 0k).

3.1.7. Derivative financial instruments

Derivative financial instruments are recognized in the following items in the statement of financial position:

Item in statement of financial position	Financial Instrument	Fair value EUR	book value 31.12.2024 EUR
Interest rate swap	NBG	Off-balance sheet	103,156.45
Interest rate swap	RBI	Off-balance sheet	-235,056.97
Interest rate collar	RBI	Off-balance sheet	-181,584.13
Interest rate floor	RBI	Off-balance sheet	-58,470.66

The interest rate swap is designed as a hedging instrument to hedge against interest rate risks. It forms a valuation unit with the underlying bank loan with variable interest rates based on the 6-month Euribor. The hedging period for the interest rate swap NBG started on December 30, 2022 and ends on December 29, 2028 and relates to the hedging of the 6-month-Euribor which amounts 0.685% per annum, the interest rate swap RBI started on December 22, 2023 and ends on December 18, 2028 and relates to the hedging of the 6-month-Euribor which amounts 2.740% per annum. In 2024, an Interest rate collar RBI and an Interest rate floor RBI were designated as further hedging instruments. These also form a valuation unit with the underlying bank loan with variable interest rates based on the 3-month Euribor. The hedging period for both instruments starts on January 16, 2024 and ends on December,18 2028. The interest rate collar secures an interest rate floor of 1.955% and an interest rate cap of 3.000%. With the interest floor, an interest rate of 0.000% is also fixed as the floor rate in the event that the Euribor falls below zero. According to AFRAC statement 15 “Accounting of derivatives and hedging instruments under company law”, no provision for contingent losses is recognized for derivative financial instruments that have a negative fair value on closing date and that serve to hedge interest payments in relation to financial liability of the company as long as opposing cash flows that affect P&L can be expected with a probability close to certainty. Receivables for contingent gains are not recognized as well. The “Critical Term Match” is used to determine the effectiveness of the hedging relationship.# Annual financial report 2024 (translated)

The interest rate swap NBG designated as hedging instruments had a positive market value of EUR 103,156 (prior year: EUR 187k) as of the reporting date, the interest rate swap RBI had a negative market value of EUR 235,057 (prior year: EUR 69k) which were not recognised in the balance sheet. The hedging instruments newly designated in 2024 have negative market values of EUR 181,584 (Interest rate collar) and EUR 58,471 (Interest rate floor) as of the reporting date, which were also not recognized in the balance sheet.

3.2. Notes to the income statement

3.2.1. Revenues

AUSTRIACARD HOLDINGS AG generated revenue of EUR 3,554,969 (prior year: EUR 1.371k) from the charging of management fees in the 2024 financial year.

3.2.2. Personnel expense and employees

An amount of EUR 40,404 (prior year: EUR 11k) was paid to the employee provision funds.

Prior year	2024	Number of employees
21	16	White-collar workers

3.2.3. Other operating expenses

Other operating expenses include, in particular, the expenses from share-based payment described in section 4.2 amounting to EUR 1,999,248 (previous year: EUR 8,520k) for entitled management members employed in subsidiaries, expenses for third-party services amounting to EUR 1,961,826 (previous year: EUR 1,491k) and expenses for legal advice amounting to EUR 217,010 (previous year: EUR 465k). Expenses for the audit of the financial statements for the fiscal year are included in the notes to the consolidated financial statements.

3.2.4. Expenses from financial assets

In the financial year 2024 the business of the affiliated company TAG Biometrics SL has been transferred to the affiliated company TAG Systems UK Ltd. TAG Biometrics SL will subsequently be liquidated. As part of this transfer, AUSTRIACARD HOLDINGS AG has revalued receivables and impaired intercompany loans with TAG Biometrics SL by EUR 1,385,185. The valuation was carried out on the basis of the expected cash inflow at the parent company level, taking into account the costs of liquidation.

3.2.5. Income tax

On December 01, 2015, the Company established a tax group and signed a tax allocation agreement. Head of the tax group is AUSTRIACARD HOLDINGS AG and the only member of the tax group is AUSTRIA CARD-Plastikkarten und Ausweissysteme Gesellschaft m.b.H. Tax equalization within the Group is achieved through positive and negative tax allocations amounting to 23 % of the tax result. AUSTRIACARD HOLDINGS AG has to pay no tax expense for the entire Group for the 2024 assessment year (previous year: EUR 78k).

4. Other disclosures

4.1. Officers of the Company

During the financial year, the following persons were members of the Management Board:
* Mr. Nikolaos Lykos
* Mr. Panagiotis Spyropoulos (till 20 March 2024)
* Mr. Emmanouil Kontos
* Mr. Jon Neeraas
* Mr. Burak Bilge
* Mr. Markus Kirchmayr

The remuneration of the members of the Management Board in the financial year 2024 paid by the Company amounted to:
* Short-term payments: EUR 2,101,056 (previous year: EUR 885k)
* Long-term payment (Stock Option Plan): EUR 2,626,953 (previous year: EUR 2,305k)

The participants in the management participation program described in section 4.2 also include members of the Management Board of AUSTRIACARD HOLDINGS AG, with Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr 9.4% of the options. The former board member Panagiotis Spyropoulos originally held 22.7% of options, which were further reduced to 12.7% due to the early departure of Mr. Spyropoulos from the program.

In 2024, the following persons were members of the Supervisory Board:
* Mr. Petros Katsoulas Chairman
* Mr. John Costopoulos vice-Chairman
* Mr. Martin Wagner member
* Mr. Michael Butz member
* Mr. Anastasios Gabrielides member

In 2024 Mr. Michael Butz, member of the Supervisory Board, invoiced EUR 88k to the Group for consulting services. In the same period of the previous year 2023, there were no transactions with members of the Supervisory Board. In 2024, the Supervisory Board was granted remuneration of EUR 227k (2023: EUR 27k); no advances or loans were granted.

4.2. Management Participation Programs

Per 30 June 2023, the management participation programs for members of the Group's senior management which were valid for the period 2022 to 2025 (Digital Security - management participation program = “DS program”, and Information Management – management participation program = “IM program”) and that had previously existed at the level of the subsidiaries INFORM P. LYKOS HOLDINGS S.A. (ILG), in 2023 merged into the parent company, and AUSTRIA CARD Plastikkarten und Ausweissysteme GmbH, Vienna (ACV), were merged and consolidated at the level of AUSTRIACARD HOLDINGS AG (ACAG). As part of this consolidated program, participants will be able to receive up to 8% of the Company's shares in the following year, depending on the consolidated result in the 2025 financial year. In principle, the management participation program must be fulfilled with the transfer of shares in the Company, but it also grants the Company the option to fulfill the program in whole or in part with cash. The Management Board assumes that the program will indeed be filled with shares and that the program was therefore classified as an equity-settled program.

The following terms and conditions form the basis of the promised consolidated management participation program: The total number of options to be granted depends on the return on invested capital ('ROIC') achieved in the 2025 financial year. The ROIC is determined by comparing the fair value of the Group as at 31 December 2025 with the defined fair value as at 31 December 2020. The fair value is calculated using a defined formula based on the audited consolidated financial statements for the financial year 2025. The formula corresponds to a simplified company valuation based on an EBITDA multiple less net debt of the Group. The 8% Options of the share capital in the table below are based on the assumption that all initial participants do not leave the management participation program prematurely.

Options in % of share capital	Minimum yearly net ROIC
0.0%	< 8.4%
1.6%	8.4%
3.2%	11.8%
4.8%	14.9%
6.4%	17.6%
8.0%	20.1%

Starting on 1 January 2022, the options will vest at 1/48 part at the end of each month until 31 December 2025, whereby the number of options granted will not be determined until 2026 and may also be 0. If program participants leave the Group as defined 'Bad Leaver' before the end of 2025, they will lose all options. If program participants leave the Group as ‚Good Leaver‘, they will retain the options that have vested, but the remaining options that have not yet vested will be cancelled without consideration. Between 31 December 2023 and 31 December 2024 three participants of AUSTRIACARD HOLDINGS AG management participation program 2022 – 2025 left the Group’s senior management. All of them were classified as “good leaver” according to the program and therefore generally retain their entitlement to the options already earned at the time of their departure. As a result, total number of Company’s shares that participants of the program will be able to receive declined from 8% per 31 December 2023 to 6.08% per 31 December 2024. The participants in the management participation program also include members of the Management Board of AUSTRIACARD HOLDINGS AG, whereof Panagiotis Spyropoulos, previously holding 22.7% of the options, left the Group in March 2024 and is one of those “good leavers”. One participant of the program who left in April 2024 also as “good leaver” waived his entitlements with respect to the program without compensation. As a result, the remuneration entitlement of TEUR 1,097 earned up to the date of departure and recognised as personnel expense was reclassified within equity from other reserves to retained earnings. The vesting of future entitlements is no longer possible for persons who have left the program. The other participants in the consolidated management participation program who have not yet left include members of the Management Board of AUSTRIACARD HOLDINGS AG, with Manolis Kontos and Jon Neeraas each holding 18.8% and Markus Kirchmayr holding 9.4% of the options. The Group assumes that no further participants will leave the management participation program 2022-2025.

4.3. Consolidated financial statements

The Company's consolidated financial statements are filed with the company register in Vienna under reg.no. FN 352889f. These financial statements represent the ultimate group financial statements.

4.4. Significant events after the reporting date

4.5. Dividend distribution

The Management Board plans to propose to the Annual General Meeting to distribute a dividend of EUR 0.11 per dividend-bearing share from the balance sheet profit.

Vienna, 12 March 2025

Management Board
Nikolaos Lykos mp
Chairman of the Management Board
Emmanouil Kontos mp
Board member
Burak Bilge m.p.
Board member
Jon Neeraas mp
Vice Chairman & Group CEO
Markus Kirchmayr m.p.
Board member# Annual financial report 2024 (translated)

AUSTRIACARD HOLDINGS AG, Vienna

Annex 1 to the Notes

Fixed assets schedule for the financial year 01.01.2024 - 31.12.2024

	Acquisition or production costs	Accumulated amortization	Net carrying amount
	As of 1.1.2024	Additions	Disposal	As of 31.12.2024	As of 1.1.2024	Additions	Disposal	As of 31.12.2024
	EUR	EUR	EUR	EUR	EUR	EUR	EUR	EUR
I. Intangible assets
Software	292,621	25,450	921	317,150	291,699	3,467	921	294,245
	292,621	25,450	921	317,150	291,699	3,467	921	294,245
II. Tangible assets
1. Land and buildings	225,196	0	0	225,196	190,196	0	0	190,196
2. Other equipment	51,091	22,810	0	73,901	50,283	5,227	0	55,510
3. Prepayments and plant under construction	0	33,200	0	33,200	0	0	0	0
	276,287	56,010	0	332,297	240,479	5,227	0	245,706
III. Financial assets
1. Investments in affiliated companies	114,283,017	2,170,412	0	116,453,429	3,501,008	0	0	3,501,008
2. Loans to affiliated companies	0	85,883,853	0	85,883,853	0	1,385,185	0	1,385,185
3. Other investments	34,050	0	0	34,050	0	0	0	0
	114,317,067	88,054,265	0	202,371,332	3,501,008	1,385,185	0	4,886,193
	114,885,975	88,135,725	921	203,020,779	4,033,186	1,393,879	921	5,426,144

Management report 2024

1. Business development and financial situation

AUSTRIACARD HOLDINGS AG was established on September 29, 2010 as a holding company. The Company is the parent company of the AUSTRIACARD Group since 2014. As such, the Company manages the Group's activities, provides management services for group companies and supports the further development of the Group's portfolio of digitalization solutions.

Business development

In March 2023, the corporate restructuring that started in 2022 was completed with the cross-border merger of the Company with the subsidiary INFORM P. LYKOS HOLDINGS S.A., Athens/Greece, ("ILG") and with the cross border technical listings at the stock exchanges in Athens and Vienna. As part of the restructuring, a Group-wide agreement for the provision of management services was concluded in June 2023. As management services were invoiced for the full year in the 2024 financial year and additional staff was hired in the Company for this purpose, the Company's revenue increased to EUR 3,555k (previous year EUR 1,371k). Personnel expenses amounted to EUR 6,168k in 2024 (previous year: EUR 3,661k), which corresponds to an increase of EUR 2,507k. This increase is mainly due to the strengthening and bundling of the management capabilities of AUSTRIACARD HOLDINGS Group in the Company and relates to additional non-cash personnel expenses of EUR 530k for the existing management participation program. On the other hand, research projects that had started in 2023 were completed, which is why the number of research staff employed for this purpose was reduced again, thus curbing the increase in personnel expenses. Other operating expenses decreased by EUR 7,126k from EUR 11,452k to EUR 4,326k in 2024. This decrease is due in particular to the normalization (reduction of EUR - 6,521k) of non-cash expenses for participants in the existing management participation program employed by subsidiaries. Savings in purchased services also contributed to the cost reduction.

The operating result therefore increased by EUR 6,530k from EUR -13,406k to EUR -6,876k. The increase in the operating result is mainly due to the lower expenses for the management participation program (EUR -5,991k) and savings on purchased services. Income from investments amounted to EUR 6,865k in 2024 (previous year: EUR 4,351k) and relates to dividends received from subsidiaries. Other interest and similar income increased by EUR 5,371k to EUR 5,816k and mainly relates to interest income from loans granted to subsidiaries in connection with the group refinancing in December 2023. In the financial year 2024, an impairment loss of EUR 1,385k was recognized on loans to the subsidiary TAG Biometrics S.L., Spain. In the previous year, expenses from financial assets amounted to EUR 3,255k. Interest expenses increased from EUR 1,442k in the financial year 2023 to EUR 6,118k due to the in Euribor and higher average as a result of the Group refinancing in December 2023. The financial result therefore increased to EUR 5,178k (previous year: EUR 99k). Due to the higher operating and financial result, Loss before taxes decreased to a loss of EUR -1,698k compared to a loss of EUR -13,306k in 2023. The loss of the year for 2024 amounted to EUR -1,640k after considering income taxes, while the loss for the 2023 financial year amounted to EUR -6,419k after considering the merger result.

As a result of the acquisition of 100% of the shares in LSTech Ltd (UK), Investments in affiliated companies increased from EUR 110,782k to EUR 112,952k as at 31.12.2024. LSTech specializes in the development of innovative applications that enable large public and private organizations to unlock the true potential of their data. Their expertise lies in capturing, processing and analyzing complex information, and transforming it into clear, actionable insights that enable intelligent decision making. LSTech's focus on data analytics solutions in the banking, telecommunications and utilities sectors, combined with expertise in big data and machine learning, makes the company a perfect fit for the Group’s growth strategy. In addition, loans to affiliates in the amount of EUR 85,884k were reclassified from Accounts receivable from affiliated companies to Loans to affiliated companies in financial assets. After taking into account the impairment of the loans to TAG Biometrics S.L., Spain, Loans to affiliated companies increased to EUR 84,499k (previous year: EUR 0k).

Receivables from affiliated companies decrease due to this reclassification from EUR 92,986k as at December 31, 2023 to EUR 1,656k. Total assets therefore decreased all in all from EUR 206,067k to EUR 202,215k. Equity decreased from EUR 99,696k to EUR 95,780k due to the net loss for the year, the dividend distribution of EUR 3,627k and the acquisition of treasury shares amounting to EUR 2,060k, since this reduction was only partially offset by the recognition of expenses from the management participation program amounting to EUR 3,410k in equity. The equity ratio decreased from 48.4% to 47.4%. Provisions decreased from EUR 2,217k to EUR 1,970k due to lower tax provisions and lower personnel provisions. Liabilities increased from EUR 104,153k to EUR 104,466k, which is primarily due to higher liabilities to affiliated companies (EUR +1,710k) in connection with the introduction of group cash pooling in the financial year 2024 and higher other liabilities (EUR +316k). The increase was dampened by the reduction in liabilities to banks in the amount of EUR -1,850k.

Branches

In the past financial year there was a branch in Thessaloniki, Greece. The branch conducted research projects mainly in the field of IoT in 2023 which were completed in 2024, and provided services to affiliated entities, particularly in the area of finance. At the end of the year 2024, the branch had 5 employees (previous year: 14) and revenues of EUR 770k (previous year: 338k). Otherwise, there were no branches.

Performance indicators

	Euro values in EUR thousands	2024	2023	2022
Financial performance indicators
Operating result		-6,876	-13,406	-1,833
Financial result		5,178	99	245
Equity ratio in %	(Equity / Total capital)	47.4%	48.4%	87.8%
Working Capital	(Current assets minus current liabilities)	-4,915	-3,811	-3,913

2. Research & Development

In the 2023 financial year, the Company's branch carried out two European research projects in the area of the Internet of Things ("IoT"). One project focused on developing a Wireless Detection and Decision Support System to maintain the consumption security of vulnerable products during transportation and storage. It addresses challenges in supply chains, particularly for perishable goods, utilizing adaptive wireless sensors, secure APIs, and a decision support platform. The project aims to improve the consumption security of perishable products with a focus on data integrity. A second project aimed to establish a remote monitoring system for infrastructure, focusing on proactive surveillance, cost reduction, workforce optimization, and operational efficiency. The goal is to enhance maintenance by providing timely fault diagnosis and preventive surveillance. Both projects were completed at the beginning of 2024. Research and development expenses amounted to EUR 101k in 2024 (previous year: EUR 713k).

3. Future development and risks

Future development

The company is expected to generate similar revenue and operating costs in 2025, meaning that the negative operating result is also expected to be in a similar range. As the decline in interest rates will affect both interest expenses and interest income and since dividends are expected to be similar, the financial result is also expected to be similar to 2024. Excluding the non-cash expenses from the management participation program, the Executive Board expects a positive annual result.

Significant risks and uncertainties

As the Group parent company and holding company, the Company is dependent on the timely repayment of loans, interest and dividend payments and the settlement of trade receivables by the Group subsidiaries in order to service existing and future obligations.# Annual financial report 2024 (translated)

To ensure this, the Company acts as an active management holding company with the aim of limiting risks exclusively to unavoidable risks and monitoring the effects of these risks in order to limit the overall risk. Therefore, risk management is a fundamental part of our planning process and the implementation of our strategy. Risk policies and internal control and risk management were determined by management and are apparent in our monthly reporting. Monthly results are closely analyzed; adequate measures to manage risks are determined and monitored in management meetings. The Management Board is responsible for the Group’s risk management, defines the risk policy which is generally characterized by a conservative approach and sets the framework for Group-wide risk management. Following the listing of the Group and based on a history of effectively managing risks and opportunities, the Management Board has implemented the following formalized risk process in order to ensure compliance with the Austrian Corporate Governance Code. There is a focus on risk prevention and risk reduction which are, as far as economically justifiable, achieved by appropriate control measures and complemented by the Group’s insurance program. Each risk area that is considered to be significant is assigned to a risk area officer with relevant expertise who is responsible for analyzing, assessing, controlling, and monitoring the respective risks. Thus, the risk management process does not take place in an isolated way, but as an integral part of the organization and its procedures. The identified risks are evaluated in terms of potential damage and probability of occurrence before as well as after taking safeguarding and steering measures. For each risk that is identified and considered to be significant for the Group, specific control, steering and safeguarding measures are determined, taking into account the Group-wide risk policy, in order to manage the respective risk. These measures are continuously evaluated and developed or amended. They are oriented towards improving the Group’s risk position, however without restricting possible opportunities. If any of the risks outlined in the section below materializes, this could have an adverse effect on the business, financial condition, and result of operations of the Group:

3.1 Risks relating to the (macro-) economic and political environment

Risks related to uncertainty in the current economic context

Following the COVID-19 pandemic there is a higher than usual degree of uncertainty in the current economic context, mainly due to the heightened geopolitical tensions following Russia’s invasion of Ukraine and the conflict in Gaza, which have exacerbated inflationary pressures, supply chain bottlenecks and volatility in commodity and financial markets. The combined effect thereof may have an adverse effect on business and consumer confidence and the global economy generally. An economic downturn may impact the Group’s customers, resulting in their inability to pay amounts owed to the Group and may affect demand for the Group’s goods and services. Additionally, the sourcing and cost of raw materials may be negatively affected.

Inflationary pressures

The Group's business and operations could be adversely affected by a renewed surge in inflation or consistently higher inflation in the countries in which the Group operates compared to the countries to which we export. Inflation is expected to drive up the Group's costs, in particular wages, operating costs and material costs, which may not or only partially be passed on to the Group's customers.

3.2 Risks relating to the Group’s industry and business

Evolving market trends and changing technologies

The market for electronic payment systems is characterized among others by: rapid technological advancements, frequent product introductions and enhancements, local certification requirements and product customizations, evolving industry and government performance and security standards and regulatory requirements, introductions of competitive products and alternative payment solutions, such as mobile payments and processing, at the POS (point of service) and rapidly changing customer and end user preferences or requirements. Because of these factors, the Group must continually enhance its existing solutions and develop and market new solutions and it must anticipate and respond timely to these industry, customer and regulatory changes in order to remain competitive. Additionally, while the Group expects innovative solutions developed to address the ongoing digital transformation to comprise an important and increasing component of the Group’s services portfolio going forward, the Group faces the risk that some industries may not continue to aggressively pursue their “digital reinvention”. The fact that the Group has a wide Industry reach and does not depend on one Industry i.e. Financial Institutions gives the ability to mitigate any turbulence or slower Digital Transformation progress.

Sales and competition

The markets for the Group’s solutions and services are highly competitive and rapidly evolving, and it has been and expects to continue to be subject to significant competition from existing and new competitors and a variety of technologies. Traditionally, the Group has competed with other large manufacturers which are considerably larger, have more resources, are more established and benefit from greater name recognition. In certain areas, the Group also competes with smaller companies that have been able to develop strong local or regional customer bases. In addition, some of these competitors may use aggressive pricing policies which may result in the Group facing significant downward pressures on prices in certain countries and regions. The electronic payment industry is facing recent competition emerging from non- traditional competitors, such as Apple, PayPal and Google, which offer alternative payment methods that generally bypass the traditional card-based interchange-based payment processing systems on which much of the industry’s current business model is largely based. Moreover, these non-traditional competitors have considerable financial resources and strong networks and are highly regarded by consumers. However, EMV cards are the pre-eminent mean of payment and is a reliable back up to new means of payment such as electronic wallets. On the other hand there is still a big migration to happen from cash payment to credit/debit cards which will ensure the growth projected. Additionally, Challenger Banks where the Group has a big market penetration, as well as traditional banks issue cards as a marketing tool and to have a physical connection with their customers since the number of physical branches is reducing. The Group expects to continue to experience significant competition. To mitigate that risk, the Group aims at effectively competing with existing competitors and new market entrants by developing and offering, in a timely manner, an attractive solutions portfolio with technological features its customers’ desire.

Procurement

The Group uses a limited number of suppliers and service providers, as is customary in this industry, to supply certain key components of the cards, printed products and other components used in the development and operation of the Group's services and products. In particular, the Group works with certain suppliers for the supply of materials on the basis of long-term partnerships, mainly governed by framework agreements with an indefinite term or a fixed term of up to three years, on the basis of which materials and services are ordered according to operational requirements. The Group relies on these suppliers to manufacture and deliver products and materials on time and at an acceptable cost. Business interruptions could affect the ability of these suppliers to produce and deliver the ordered products and services on time. If these suppliers and service providers are no longer able to provide their services, the Group may have difficulty finding alternative suppliers. Nevertheless, we have qualified alternative suppliers for some of the critical components used in production in order to mitigate this risk.

Supply chain management

Business interruption

The Group depends on the efficient and uninterrupted operation of numerous systems, including its computer systems, software, servers and data centers.# Annual financial report 2024 (translated)

3.3 Regulatory and legal risks

Privacy and protection of personal data

The regulatory environment surrounding information security and data privacy varies from jurisdiction to jurisdiction and is constantly evolving and increasingly demanding. The Group’s failure to keep apprised of and comply with privacy, data use and security laws, standards and regulations could result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of services and the imposition of administrative, civil or criminal penalties including fines, or may cause existing or potential customers to be reluctant to conduct business with the Group, damage to the Group’s reputation and its brand, any of which could have an adverse effect on the Group’s business, results of operations and financial condition. To mitigate this risk the Group has implemented relevant data privacy and data protection measures.

Compliance with laws and regulations

3.4 Financial risks

Currency risk

As the group parent company, the Company is indirectly exposed to exchange rate risk via group subsidiaries. Management continuously monitors the development of relevant foreign exchange rates for current or upcoming transactions. In order to limit exposure to foreign exchange variances the Group aims at invoicing its customers and receiving invoices from suppliers as well as borrowing financial debt in the functional currency of the respective group component. As most costs of the Group accrue in Euro the Group also aims at fixing Euro sales prices for deliveries invoiced local currency. Where deemed useful, the Group uses foreign currency derivatives to hedge future transactions, trade receivables and liabilities.

Interest rate risk

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. Credit risk is managed through credit examinations, credit limits and verification routines. If counterparty’s credit-worthiness is questionable, advance payments or Letter of Credits are requested. The Group’s main customers are banks and utility companies with sound credit ratings which reduces the Group’s overall credit risk. In order to further decrease credit risk, the Group uses non-recourse factoring for certain customers. As the Company only operates as a holding company, there are receivables risks from Group companies and only indirect credit risks from customers of the Group.

Liquidity risk

The Group manages its liquidity needs by monitoring the contractual payments for long-term and short-term financial debt as well as the working capital requirements. Liquidity needs are monitored on a monthly basis and based on annual forecasts. Net cash requirements are compared to available borrowing limits, to identify surpluses or deficiencies in liquidity. The Company is exposed to a liquidity risk with regard to the scheduled repayment of liabilities to banks, since the Company is dependent on the payment of dividends or the provision of liquidity by the subsidiaries in this respect. In accordance with internal financial planning, the Management Board expects the company to repay its bank liabilities as scheduled.

4.# Internal control system with regard to the accounting process

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Defined consolidated Group reports consisting of the income statement, balance sheet, equity reconciliation and cash flow statement are prepared on a monthly basis and submitted to the Executive Board and the extended Group management. These reports include a comparison with the budget and the previous year. The Management Board informs the Supervisory Board on a quarterly basis about economic developments in the form of presentations consisting of the consolidated financial statements, segment reporting, earnings performance with budget and previous year comparisons, forecasts and selected key figures. Internal Audit has been set up as a staff unit of the Management Board, with the Group CFO being technically responsible. The annual audit plan is approved by the Audit Committee of the Supervisory Board based on the proposal of Internal Audit and of the Management Board. Internal Audit reports in writing on the results of the audits to the Management Board and the Audit Committee of the Supervisory Board on a quarterly basis.

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5. Information on capital, share, voting and control rights and related agreements in accordance with section 242 A (1) UGB

Composition of capital, stock categories

Please refer to Note 3.1.4 (Share capital).

Restrictions concerning the voting rights and the transfer of shares

There were no restrictions on voting rights or the transfer of shares as at the reporting date.

Direct or indirect participation in capital of at least 10 %

As at December 31, 2024, according to the information disclosed to the company, the following persons held interests of at least 10 percent in the company's capital:

Mr. Nikolaos Lykos, Chairman of the Company's Management Board

Owners of shares with special control rights and a description of these rights

There are no shares with special control rights.

Type of voting rights control for capital participation by employees, if they do not directly exercise the right to vote

There is no such capital participation model for employees.

Provisions for appointment and revocation of members of the Management Board and the Supervisory Board and regarding alteration of the Articles of Association of the Company that do not arise directly from the Act

There are no provisions of this type.

147 Annual financial report 2024 (translated)

Authorization of the members of the Management Board that does not arise directly from the Act, in particular with regard to the option of issuing or repurchasing shares

Please refer to Note 3.1.4 (Authorized capital, buy-back program for treasury shares).

All significant agreements to which the Company is a party and that take effect are modified or terminated in the event of a change of control of the Company as a result of a takeover offer as well as its effects; agreements which would significantly damage the Company if made public are excepted, unless the Company is obligated to make such information public as a result of other statutory provisions

There is a standard market "change of control" clause, which may lead to the termination of the agreement, with regard to the company's syndicated financing facility totalling € 186.6 million.

Existence and significant content of compensation agreements between the Company and the members of its Management and Supervisory Boards or employees in the event of a public takeover offer

There are no agreements of this type.

148 Annual financial report 2024 (translated)

6. Personnel

The expertise and commitment of our employees in all business areas continue to be a driving force behind the success of the AUSTRIACARD HOLDINGS Group. Despite ongoing global economic uncertainties and changing market challenges, we have achieved solid operational growth thanks to the commitment and resilience of our employees. The past few years have underlined the importance of health and wellbeing, which remain a top priority for us. As a Group, we are committed to providing a healthy working environment by implementing initiatives that promote both physical and mental wellbeing. Our commitment goes beyond the pandemic and ensures that our employees thrive in a balanced and supportive work environment. Our employees’ knowledge, capacity for innovation and high motivation are preconditions for the further internationalization and success of AUSTRIACARD HOLDINGS Group. Therefore, the Group aims to promote team spirit and motivation through initiatives such as the AUSTRIACARD Academy which is aimed at continued internal education and at improving internal cooperation. As it is key that all employees understand and are aligned with the Group’s objectives and work effectively together to reach these goals, a part of the annual remuneration of employees in management positions consists of variable performance components which are tied to meeting Group targets (Revenues, adjusted EBITDA and adjusted Profit before tax targets) and personal goals depending on the field of responsibility which are agreed on an annual basis. In total, the number of employees in the Group decreased from 2,739 as at 31 December 2023 to 2,395 as at 31 December 2024, which is mainly due to the reduction in Pink Post's postal and courier services (-314) as a result of the optimization of the delivery network in Romania. At AUSTRIACARD HOLDINGS AG, the number of employees decreased from 21 as at December 31, 2023 to 16 as at December 31, 2024 due to the completion of the European research projects that were started in the 2023 financial year.

149 Annual financial report 2024 (translated)

7. Environmental management

AUSTRIACARD HOLDINGS prevents any pollution caused during production as far as possible by means of an effective environmental management system. This management system is based on statutory provisions and requirements. AUSTRIACARD HOLDINGS (ACAG) recently updated its vision and mission, reaffirming its commitment to sustainability.

Vision: Building on our heritage and commitment to social responsibility, we envision a world where our secure, innovative technologies foster meaningful connections, protect what matters most and empower communities to thrive.

Mission: Our mission is to support customers with innovative, secure solutions that create lasting value for individuals, partners and communities - guided by our unwavering commitment to sustainability.

Sustainability initiatives

Last year, ACAG launched a comprehensive sustainability project in collaboration with a specialist management consultancy. The most important initiatives include:

Double materiality analysis - assessment of the company's impact on the economy, environment and society while simultaneously identifying the associated risks and opportunities.
Greenhouse gas inventory (Scope 1, 2 and 3) - measurement of emissions in the Group's main operating units to better understand and manage our carbon footprint.
Taxonomy analysis - identifying activities that qualify as sustainable business practices, establishing assessment methodologies and ensuring compliance with OECD guidelines and UN principles.

150 Annual financial report 2024 (translated)

CSRD compliance preparation - collecting data to meet the requirements of the Corporate Sustainability Reporting Directive (CSRD), the new European regulation that replaces Directive 2014/95/EU and requires sustainability reporting from 2024.

ACAG is aligning all companies under a single environmental, social and governance (ESG) framework. This will enable the Group to establish a clear, consolidated strategy with short, medium and long-term goals that are aligned with the Sustainable Development Goals (SDGs) and the 2030 Agenda.# Commitment to environmental management

ACAG operates an effective environmental management system based on regulatory requirements and best practice. Our commitment includes:
* Compliance with environmental laws and regulations in all operating countries.
* Carrying out regular environmental impact assessments.
* Systematically identify and review environmental impacts to improve performance.
* Conducting regular management reviews to assess environmental challenges and improvements.

Key environmental priorities
* Investing in initiatives to mitigate climate change.
* Implementation of circular economy practices at several locations.
* Use of recycled materials.
* Prevention and control of pollution (air and water).
* Commitment to continuous improvement.
* Use of sustainable energy sources.
* Improving waste management practices.
* Collaboration with communities on sustainability initiatives.

151 Annual financial report 2024 (translated)

By embedding sustainability in our core strategy, ACAG is paving the way for a more responsible and resilient future. In addition, our operating companies AUSTRIACARD GmbH, TAG Systems SAU, TAG Systems Smart Solutions SLU and TAG SYSTEMS UK Limited, INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and NEXT DOCS comply with ISO 14001:2015 (environmental management systems). AUSTRIACARD GmbH also adheres to EMAS (Eco Management and Audit Scheme) and INFORM LYKOS (HELLAS) S.A., INFORM LYKOS ROMANIA and TAG SYSTEMS UK Limited to the FSC (Forest Stewardship Council). The managers of the respective production and business premises are responsible for compliance with these regulations. In addition, there are clear regulations governing responsibility for environmental protection in all countries in which the Group operates.

152 Annual financial report 2024 (translated)

Vienna, 12 March 2025

Management Board

Nikolaos Lykos mp Chairman of the Management Board	Emmanouil Kontos mp	Jon Neeraas mp Vice Chairman & Group CEO	Burak Bilge mp Board member	Markus Kirchmayr mp Board member

153 Annual financial report 2024 (translated)

AUDITOR’S REPORT

Report on the Financial Statements

Audit Opinion

We have audited the financial statements of AUSTRIACARD HOLDINGS AG, Vienna, These financial statements comprise the balance sheet as of December 31, 2024, the income statement for the fiscal year then ended and the notes. Based on our audit the accompanying financial statements were prepared in accordance with the legal regulations and present fairly, in all material respects, the assets and the financial position of the Company as of December 31, 2024 and its financial performance for the year then ended in accordance with Austrian Generally Accepted Accounting.

Basis for Opinion

We conducted our audit in accordance with the regulation (EU) no. 537/2014 (in the following "EU regulation") and in accordance with Austrian Standards on Auditing. Those standards require that we comply with International Standards on Auditing (ISA). Our responsibilities under those regulations and standards are further described in the "Auditor’s Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the Austrian General Accepted Accounting Principles and professional requirements and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained until the date of this auditor’s report is sufficient and appropriate to provide a basis for our opinion by this date.

154 Annual financial report 2024 (translated)

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the fiscal year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We considered the following matter as key audit matter for our audit:

Key Audit Matter

How our audit addressed the key audit matter

Recoverability of the investments in affiliated companies

We critically questioned and examined management’s assessment of the recoverability of the book value of the investments in affiliated companies. Our audit procedures included, among others, the following: • Review and evaluate management’s assessment regarding the existence of impairment or reversal indicators; • Involve our internal valuation specialist in assessing management’s considerations in relation to the identification of impairment or reversal indicators; • Check the plausibility of the impairment or reversal indicators with the 2024 annual results and the 2025 budgets of the affiliated companies.

The book value of the investments in affiliated companies amounts to EUR 113.0 million as of December 31, 2024. The assessment of the recoverability of investments in affiliated companies requires judgement in assessing whether there is an indication that the investment should be impaired or there is an indication, that an impairment loss recognized in prior periods may no longer exist or may have decreased and in measuring any such impairment or reversal. The main risk relates to management’s assessment of the impairment or reversal indicators. The disclosures related to the investments in affiliated companies are included in the notes disclosures related to the accounting principles in Notes 2.4. Financial assets, 3.1.1. Financial assets and in the Fixed asset schedule.

155 Annual financial report 2024 (translated)

Other Information

Management is responsible for the other information. The other information comprises the information included in the annual financial report but does not include the financial statements, the management report and the auditor’s report thereon. The annual financial report is estimated to be provided to us after the date of the auditor's report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, to consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Responsibilities of Management and of the Audit Committee for the Financial Statements

Management is responsible for the preparation of the financial statements in accordance with Austrian Generally Accepted Accounting Principles, for them to present a true and fair view of the assets, the financial position and the financial performance of the Company and for such internal controls as management determines are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Audit Committee is responsible for overseeing the Company's financial reporting process.

156 Annual financial report 2024 (translated)

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU regulation and in accordance with Austrian Standards on Auditing, which require the application of ISA, always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with the EU regulation and in accordance with Austrian Standards on Auditing, which require the application of ISA, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
* identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
* evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
157 Annual financial report 2024 (translated)
* conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.# Annual Financial Report 2024 (Translated)

Report on the Financial Statements

• evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

158

Report on Other Legal and Regulatory Requirements

Comments on the Management Report

Pursuant to Austrian Generally Accepted Accounting Principles, the management report is to be audited as to whether it is consistent with the financial statements and as to whether the management report was prepared in accordance with the applicable legal regulations. Management is responsible for the preparation of the management report in accordance with Austrian Generally Accepted Accounting Principles. We conducted our audit in accordance with Austrian Standards on Auditing for the audit of the management report.

Opinion

In our opinion, the management report for the Company was prepared in accordance with the valid legal requirements, comprising accurate disclosures pursuant to section 243a UGB (Austrian Company Code), and is consistent with the financial statements.

Statement

Based on the findings during the audit of the financial statements and due to the thus obtained understanding concerning the Company and its circumstances no material misstatements in the management report came to our attention.

Additional information in accordance with Article 10 EU regulation

We were elected as auditors by the ordinary general meeting on July 9, 2024. We were appointed as auditors by the Supervisory Board on October 23, 2024. We are auditors without cease since 2023. We confirm that the audit opinion in the Section "Report on the financial statements" is consistent with the additional report to the audit committee referred to in Article 11 of the EU regulation. We declare that no prohibited non-audit services (article 5 par. 1 of the EU regulation) were provided by us and that we remained independent of the audited company in conducting the audit.

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Responsible Austrian Certified Public Accountant

The engagement partner is Mr. Mag. Erich Lehner, Certified Public Accountant.

Vienna, March 12, 2025

Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H.

Mag. Katharina Schrenk mp
Wirtschaftsprüferin / Certified Public Accountant

Mag. Erich Lehner mp
Wirtschaftsprüfer/ Certified Public Accountant

160

Interim Financial Report 2024

Declaration by all legal representatives pursuant to § 124 (1) 3 Stock Exchange Act (BörseG)

We confirm that to the best of their knowledge, the annual financial statements, prepared in accordance with the applicable financial reporting standards, present a true and fair view of the assets, financial position and results of operations of the company and that the report of the management board presents the situation of the company in such a manner so as to present a fair and true view of the assets, financial position and results of operations and also describes the major risks and uncertainties to which the company are exposed.

Nikolaos Lykos mp
Member of the Management Board
Group CEO and Regional Executive Vice President (EVP)

Emmanouil Kontos mp
Deputy Chairman of the Management Board
Regional Executive Vice Vice President (EVP) DACH, CEE/SEE Nordics, UK and USA

Jon Neeraas mp
Member of the Management Board
President (EVP)

Burak Bilge mp
Member of the Management Board
Regional Executive Vice President (EVP) Middle East, Africa (MEA) and Türkiye

Markus Kirchmayr mp
Member of the Management Board
Group CFO

161

AI assistant

Austriacard Holdings AG — Annual Report (ESEF) 2024

AUSTRIACARD HOLDINGS AG

Annual Financial Report 2024 (translated)

Consolidated Financial Statements

Single Financial Statements

AUSTRIACARD HOLDINGS AG SINGLE FINANCIAL STATEMENTS 2024

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2024

1. GENERAL

2. ACCOUNTING PRINCIPLES

2.1. General

2.2. Intangible assets

2.3. Tangible assets

2.4. Financial assets

2.5. Receivables and other assets

2.6. Current and deferred income tax

2.7. Provisions

2.8. Liabilities

2.9. Foreign currency translation

3. NOTES ON THE STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT

3.1. Notes on the statement of financial position

3.1.1. Financial assets

3.1.2. Receivables and other assets

3.1.3. Deferred tax assets

3.1.4. Shareholder’s equity

AUDITOR’S REPORT......................................................................................................................................................................94

DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)..................101# Annual Financial Report 2024 (translated)

AUSTRIACARD HOLDINGS AG

Consolidated Financial Statements 2024

Annual Financial Report 2024 (translated)

Α) GROUP MANAGEMENT REPORT

1. GROUP PROFILE

ACAG Group at a glance

Our Values

History

2. GROUP SEGMENTS, STRATEGY AND SOLUTIONS

2.1. Segments

3. OPERATIONAL AND FINANCIAL REVIEW

3.1. Consolidated Balance Sheet

3.1.1. Assets

3.1.2. Liabilities

3.1.3. Equity

3.1.4. Net Assets

3.1.5. Provisions

3.1.6. Liabilities

3.1.7. Derivative financial instruments

3.2. Notes to the income statement

3.2.1. Revenues

3.2.2. Personnel expense and employees

3.2.3. Other operating expenses

3.2.4. Expenses from financial assets

3.2.5. Income tax

4. OTHER DISCLOSURES

MANAGEMENT REPORT 2024

1. BUSINESS DEVELOPMENT AND FINANCIAL SITUATION

2. RESEARCH & DEVELOPMENT

3. FUTURE DEVELOPMENT AND RISKS

3.1 RISKS RELATING TO THE (MACRO-) ECONOMIC AND POLITICAL ENVIRONMENT

3.2 RISKS RELATING TO THE GROUP’S INDUSTRY AND BUSINESS

3.3 REGULATORY AND LEGAL RISKS

3.4 FINANCIAL RISKS

4. INTERNAL CONTROL SYSTEM WITH REGARD TO THE ACCOUNTING PROCESS

5. INFORMATION ON CAPITAL, SHARE, VOTING AND CONTROL RIGHTS AND RELATED AGREEMENTS IN ACCORDANCE WITH SECTION 242 A (1) UGB

6. PERSONNEL

7. ENVIRONMENTAL MANAGEMENT

AUDITOR’S REPORT

DECLARATION BY ALL LEGAL REPRESENTATIVES PURSUANT TO § 124 (1) 3 STOCK EXCHANGE ACT (BÖRSEG)# 2.2. Strategy

2.3. Solutions portfolio outline

2.3.1. Document Lifecycle Management

2.3.2. Identity & Payment Solutions

3. GROUP BUSINESS PERFORMANCE

3.1. Economic, market and industry environment

3.2. Significant events of the financial year

3.2.1. Business development

3.2.2. Merger and acquisitions

3.3. Business performance of AUSTRIACARD HOLDINGS Group

3.3.1. Business performance of AUSTRIACARD HOLDINGS Group as monitored by Management

Special items included in 2024

Effect of IAS 29 Hyperinflation on business performance

Financial position

Austriacard Holdings AG Annual Report (ESEF) 2024