Masterflex SE

Annual Report • Apr 11, 2025

Annual Report 2024

GLOBAL MARKET LEADER 2024 / TOP INNOVATOR 2024

Key Figures

Masterflex at a glance

in EUR thousand	2024	2023	Change
Consolidated revenue	98,071	101,115	-3.0%
EBITDA	18,157	17,871	1.6%
EBIT (operating)	12,711	12,580	1.0%
EBIT	12,534	12,356	1.4%
EBT	11,216	11,146	0.6%
Consolidated net income (share of shareholders of Masterflex SE)	8,230	7,993	3.0%
Consolidated equity	63,585	57,602	10.4%
Consolidated balance sheet total	93,890	93,691	0.2%
Consolidated equity ratio	67.7%	61.5%
Employees (number)	601	662	-9.2%
EBIT margin (operating)	13.0%	12.4%
Net return on revenue	8.4%	7.9%
Consolidated earnings per share (EUR)	0.86	0.83	3.6%

Contents

To our shareholders 4 Letter to the Shareholders 4

Report of the Supervisory Board	8
Corporate Governance Report	12
Masterflex Share	24

œ	-
œ	-
œ C	- -

Combined Management Report 28 A. Principles of the Group 29 B. Economic Report 36

• C. Opportunity and Risk Report 52
• D. Forecast report 66
• E. Takeover-relevant Information 69

Consolidated financial statements 77 Consolidated statement of financial position 78 Consolidated statement of income 80 Consolidated statement of comprehensive income 81 Consolidated statement of changes in equity 82 Consolidated cash flow statement 83 Notes to the consolidated financial statements 84

Other Information 136

Balance sheet oath	137
Independent auditor's report	138
Glossary	146
Imprint	147

Letter to the Shareholders

Despite global uncertainties, our company has proven to be stable and resilient. With a focus on innovation and sustainability, we are confident that we are well-positioned for the future. "

Dear shareholders, colleagues, customers and partners,

In the 2024 financial year, the Masterflex Group once again demonstrated the strength of its business model and successfully concluded an economically challenging year. In particular, we were able to stabilise our profitability for the third year in a row with a double-digit EBIT margin, which was no easy feat given the economic headwinds. We are therefore all the more proud of what we have achieved in the 2024 financial year.

In a time of multiple crises, such a business performance cannot be taken for granted. The war in Ukraine, and geopolitical conflicts in the Middle East are having just as much of an impact on our business as high fluctuations in energy prices, inflation, which has eased but still exists, excessive bureaucratisation, a shortage of skilled workers, and a cooling economy in Europe, particularly in the German domestic market - to name just a few of the general economic conditions.

In terms of figures, we closed the 2024 financial year with revenue of EUR 98.1 million and operating earnings before interest and taxes of EUR 12.7 million and EBIT of EUR 12.5 million. This positive business performance enabled us to reduce net debt to EUR 9.0 million and increase equity to EUR 63.6 million, thereby increasing the equity ratio to 67.7%. In other words, the Masterflex Group's balance sheet position remains excellent.

We have also made a number of important decisions. This relates in particular to the financial basis of the Masterflex Group, which we were able to make more flexible and more favourable in September 2024 with a newly agreed syndicated loan. Our new syndicated loan of EUR 55 million includes an option to increase it by a further EUR 25 million and can be used to finance general corporate purposes, including M&A activities in particular. The new credit agreement strengthens the financial foundation of the Masterflex Group and increases the strategic flexibility for the further implementation of our future strategy HERO@ZERO and expands the room for manoeuvre for future-oriented investments and M&A activities. The new credit terms, in particular the interest rate and the lower collateralisation, reflect the Group's high credit rating, which means that we are also reaping the rewards of Masterflex's successful business operations.

We are also very proud to once again be named "World Market Leader Champion" in 2025, which the University of Sankt Gallen determines every year as part of its "World Market Leader Index" from all world market leaders from German-speaking countries. The fact that we have once again been awarded this title confirms that we have continuously developed our company in recent years and positioned it as the international market leader for hose and connection solutions. In other words: Masterflex operates from a position of strength in the addressed market, which enables us to help shape future market development as an innovator.

In the future, we will do this with our HERO@ZERO strategy programme, with which we will transform Masterflex into a circular economy in the medium to long term. With co-operations such as the one with Remondis, Germany's largest company in the field of recycling and municipal and industrial waste disposal services, as well as further developments in materials and processes, we are laying the foundations to be able to offer our customers products and services for a closed-loop circular economy. Under the name AMPIUS, we were the very first hose manufacturer to develop sensory hoses and hose systems with integrated life cycle tracking functions and a matching app. This technology enables live monitoring of hoses and provides all the necessary data for predictive maintenance. We received an EU-wide patent for this new type of wear warning in 2024. By 2035, we want to use AMPIUS as the basis for transforming hose and connection systems into a circular economy.

To this end, we are developing new materials and processes. In future, our products will be designed and produced in such a way that they are either biodegradable after use or can be recycled many times without losing quality. This will result in a closed material cycle rather than waste. Plastic waste can be continuously recycled and unavoidable abrasion becomes a biological nutrient. As an example, we have developed a new type of spiral hose made from biodegradable, cradle-to-cradle compliant polymer and recently presented it. The abrasion from the innovative hose is metabolised by microorganisms and thus provides nutrients for the environment. These hoses are now ready for series production and will gradually expand and transform the product range. With innovations such as these, Masterflex is actively shaping the important and sustainable transformation in the plastics industry in general and in the hose and connection technology sector in particular.

In view of the good result for the 2024 financial year, we are proposing an increased dividend of EUR 0.27 per share (previous year: EUR 0.25) to the Annual General Meeting. This year, we are once again adhering to our long-term dividend policy, which aims to allow our shareholders to participate appropriately in the Company's success.

The operational successes and innovations would not have been possible without our dedicated employees, who mastered all the challenges of the past year with commitment, competence and determination. We extend our heartfelt thanks to all of them. We would also like to thank our shareholders for the trust they have placed in us and the Masterflex Group.

Yours

Dr. Andreas Bastin Mark Becks Chief Executive Officer (CEO) Chief Financial Officer (CFO)

Because every idea counts - because only together as a team can we develop innovations that will make us successful tomorrow.

"

Every idea makes a difference, because real innovation is created in a team. When many perspectives come together, new solutions become possible that lead us together into a sustainable future.

Report of the Supervisory Board

In the 2024 financial year, the Masterflex Group once again demonstrated the efficiency of its business model. Particularly noteworthy is the stabilisation of a double-digit EBIT margin for the third year in a row - a remarkable success in the face of significant economic and geopolitical challenges. The stable financial situation and the pleasing business development illustrate the Masterflex Group's ability to operate sustainably and successfully in uncertain times thanks to its broad industry expertise.

In the 2024 financial year, the Supervisory Board of Masterflex SE fully performed the duties incumbent upon it under the German Stock Corporation Act and the Company's Articles of Association and regularly monitored and advised the Management Board. The basis for this were the regular written and verbal reports of the Management Board on all issues relevant to the Company and the Group relating to corporate planning, business development, in particular the business and financial situation, the risk situation, risk management and compliance.

The Supervisory Board was and is closely involved in the procedures and measures of the Management Board at all times and was kept properly informed by the Management Board. Where necessary, the Supervisory Board also discussed Management Board proposals and matters without the Management Board.

A total of four Supervisory Board meetings were held in the 2024 financial year, each of which was attended by all Supervisory Board members and Management Board members. Participation is disclosed in individualised form in the table below:

	March 26, 2024	June 12, 2024	September 17, 2024	December 10, 2024
Georg van Hall	x	x	x	x
Dr. Gerson Link	x	x	x	x
Jan van der Zouw	x	x	x	x

At its meetings, the Supervisory Board discussed and reviewed the Management Board's reports and draft resolutions in detail. In addition, various meetings were held between individual Supervisory Board members and the Management Board to provide factual support for its activities.

Main topics in 2024

At the Supervisory Board meeting on 26 March 2024 to approve the annual financial statements, the Supervisory Board discussed the annual financial statements, the consolidated financial statements, the non-financial statement and the combined management report for the 2023 financial year in detail. The report of the Supervisory Board, the corporate governance statement and the corporate governance report were also examined. The Supervisory Board also resolved to update the declaration of compliance with the German Corporate Governance Code in the version dated 28 April 2022 at this meeting. In addition, the Supervisory Board (Financial Expert) dealt intensively with the quality of the audit in terms of a 360° approach and held discussions with the Management Board, the auditor and employees from the accounting department.

With regard to the remuneration of the Management Board, resolutions were passed at the Supervisory Board meeting on 26 March 2024 to determine the variable remuneration for 2023 and to set the targets for the bonus agreements with the members of the Management Board for the 2024 financial year.

The second Supervisory Board meeting of Masterflex SE in the 2024 financial year took place on 12 June 2024 in Gelsenkirchen. In addition to the status quo and the next steps in connection with the follow-up financing of the Company from autumn 2024, the current economic development of the Company, the possible composition of the Supervisory Board from summer (Annual General Meeting) 2025 and compliance and risk management were the subject of the discussions.

At the Supervisory Board meeting on 17 September 2024, the Supervisory Board focused on the Management Board report on current economic developments and on compliance and risk management aspects. The status of the refinancing was also discussed. The dates for the Supervisory Board meetings and the 2025 Annual General Meeting were also on the agenda. The process and status of appointments to the Supervisory Board from the summer (Annual General Meeting) of 2025 and various Management Board matters were also discussed.

At the last Supervisory Board meeting of the year, on 10 December 2024, the Management Board provided an outlook on the economic results for the 2024 financial year and reported on the Group's strategic corporate planning for the 2025 to 2029 financial years. In this context, the current economic development and future market prospects in particular were examined in detail and the resulting scenarios were discussed intensively between the Management Board and the Supervisory Board. The planning was approved by the Supervisory Board as presented. The update of the declaration of compliance with the German Corporate Governance Code as amended on 28 April 2022 was also approved by the Supervisory Board at this meeting. In addition, the process and status of the regular replacement of the Supervisory Board in the summer of 2025 (Annual General Meeting) were discussed.

Trusting cooperation with the Management Board

The Supervisory Board continued its open and trusting cooperation with the Management Board in the past financial year. The Chairman of the Supervisory Board was also in regular contact with the Management Board between meetings and was informed of all significant developments and upcoming decisions that were of particular importance to the Company. The Chairman of the Management Board informed the Chairman of the Supervisory Board immediately of all important events that were of major significance for the assessment of the situation and development as well as for the management of the Company. All members of the Supervisory Board were comprehensively informed of these matters by the Chairman of the Supervisory Board at the latest at the following meeting.

The Supervisory Board received regular information from the Management Board on the development of sales and earnings as well as changes to key balance sheet items. The Supervisory Board also discussed the effectiveness and further development of the compliance and risk management systems at all of its meetings. The Chief Compliance Officer was also available to answer questions from the Supervisory Board.

The Management Board reported on the preparation and content of the quarterly financial reports to be published both in writing and verbally at meetings and discussions during the year, as well as in conference calls, and discussed these in detail with the Supervisory Board. In the 2024 financial year, the Supervisory Board approved all transactions requiring approval after they had been examined in detail and discussed with the Management Board.

There were no changes to the Management Board in the past financial year. Instead, in the 2024 financial year, the Supervisory Board of Masterflex SE prematurely extended the Management Board contracts of Dr. Andreas Bastin until 31 December 2028 and of Mr. Mark Becks until 31 December 2030.

The Supervisory Board members were elected at the Annual General Meeting in 2019 until the end of the Annual General Meeting that resolves on the discharge for the financial year ending on 31 December 2024. The next elections to the Supervisory Board will therefore take place in the summer (Annual General Meeting) of 2025. Further information on the composition of the Supervisory Board is summarised in the corporate governance statement.

Supervisory Board committees

The Supervisory Board has not formed any committees. In accordance with Section 107 (4) AktG, the three-member Supervisory Board also acts as the Company's Audit Committee. There are currently no other committees, as the Supervisory Board is made up of three members and its tasks can therefore be performed effectively and competently by the full Supervisory Board.

Corporate Governance

In the past financial year, the Supervisory Board again dealt with the corporate governance of the Company. The implementation of the German Corporate Governance Code is therefore an integral part of the meetings of the Supervisory Board of Masterflex SE. The Supervisory Board and Management Board intensively discussed the recommendations and suggestions of the Code in its current version dated 28 April 2022. On this basis, the Supervisory Board adopted the declaration of conformity in accordance with section 161 AktG at its meeting on 10 December 2024, which is permanently available to our shareholders on the Company's website.

In addition to the declaration of conformity, the declaration on corporate governance and the rules of procedure of the Supervisory Board are also available on the Masterflex Group website. (www.masterflexgroup.com) for inspection by our shareholders.

In the interests of good corporate governance, the Supervisory Board undergoes regular training. In the 2024 financial year, the focus of the training measures was on providing information on upcoming legislative changes. In this context, the Supervisory Board dealt intensively with the Corporate Social Reporting Directive (CSRD).

No conflicts of interest on the part of Supervisory Board members became known in the past financial year.

Adoption of the Annual Financial Statements and approval of the Consolidated Financial Statements

The annual financial statements for Masterflex SE prepared by the Management Board, the consolidated financial statements, the combined management report and the remuneration report for the Group and Masterflex SE for the 2024 financial year, including the accounting, were audited by BDO AG Wirtschaftsprüfungsgesellschaft, Essen, who were appointed as auditors by the Annual General Meeting on 5 July 2024, and issued with an unqualified audit opinion. The auditor submitted the requested declaration of independence to the Supervisory Board before the audit began.

The documents to be examined and the auditor's reports were available to each member of the Supervisory Board at the balance sheet meeting on 25 March 2025 and had been forwarded to each member of the Supervisory Board in good time for preparation. The auditor took part in the discussion of the annual financial statements and the consolidated financial statements. He reported on the key findings of the audits and was available to provide additional information. After a thorough examination of the documents and taking into account the audit reports, the Supervisory Board adopted the annual financial statements and approved the consolidated financial statements on 25 March 2025.

Furthermore, the Supervisory Board examined the planning documents, the risk situation and the risk management system of Masterflex SE. All risk areas recognisable from the perspective of the Management Board and the Supervisory Board were discussed. Risk management was audited accordingly by the auditor. The auditor confirmed that the Company's Management Board had taken the measures required by Section 91 (2) of the German Stock Corporation Act (AktG), in particular the establishment of a monitoring system and an internal control system (ICS), in an appropriate manner and that the monitoring system was fundamentally suitable for recognising developments that could jeopardise the Company's continued existence at an early stage and taking account of any undesirable developments identified. Finally, the Supervisory Board fulfilled its audit obligation pursuant to Section 171 (1) sentence 4 AktG with regard to the Company's nonfinancial statement on corporate social responsibility and found no objections.

The Supervisory Board would like to thank the Management Board and all employees of the Masterflex Group for their extraordinary commitment and outstanding performance in the 2024 financial year.

Gelsenkirchen, March 25, 2025 For the Supervisory Board

Georg van Hall

Chairman of the Supervisory Board

Corporate Governance Report – Declaration on Corporate Governance (unaudited)

The Management Board and Supervisory Board of Masterflex are committed to the principles of transparent and responsible corporate management and control. They attach great importance to the standards of good corporate governance in order to strengthen the trust of investors, customers, employees and the public in Masterflex.

Declaration on Corporate Governance pursuant to Sections 289f, 315d HGB

The corporate governance statement in accordance with Section 289f and Section 315d HGB forms part of the summarised management report. In accordance with Section 317 (2) sentence 6 HGB, the audit of the disclosures pursuant to Section 289f (2) and (5) and Section 315d HGB by the auditor must be limited to whether the disclosures have been made. The information and documents mentioned in this chapter, including the Articles of Association, the Supervisory Board's Rules of Procedure, the Code of Conduct and the Modern Slavery Act Statement, are available for inspection by our shareholders on the Masterflex Group website (www.masterflexgroup.com).

Declaration of Conformity on Corporate Governance pursuant to Section 161 of the German Stock Corporation Act (AktG)

The term corporate governance stands for the responsible management and control of companies with a focus on long-term value creation. Key aspects of good corporate governance are efficient cooperation between the Management Board and Supervisory Board, respect for shareholders' interests and openness and transparency in corporate communications.

Masterflex SE is a European stock corporation to which the law of the stock corporation under German law also applies in accordance with the SE Regulation. Accordingly, the Company is managed by the Management Board and the Supervisory Board. Masterflex SE attaches great importance to corporate governance. From the outset, the Management Board and Supervisory Board have worked closely together for the benefit of the Company and have maintained an intensive and continuous dialogue on the Company's development.

The Code (German Corporate Governance Code in the currently valid version dated 28 April 2022)

represents essential statutory regulations for the management and supervision of German listed stock corporations and contains internationally and nationally recognised standards of good and responsible corporate governance (consisting of so-called recommendations and suggestions). The Code is intended to make the German corporate governance system transparent and comprehensible. The principles set out in the Code must be observed and complied with by the Company without exception. The Company may deviate from the recommendations contained in the Code. Such deviations are expressly provided for in the preamble to the Code and serve the best possible company-related governance through self-regulation and transparent explanation of the Code's contents.

The Declaration of Conformity from December 2024 has the following wording:

Declaration of Conformity on Corporate Governance pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of Masterflex SE declare that the recommendations of the Code in the version dated 28 April 2022 have been complied with to date, with the exception of the deviations mentioned in the last Declaration of Conformity dated March 2024, and that the recommendations of the Government Commission on the German Corporate Governance Code in the version dated 28 April 2022 will be complied with in future with the deviations mentioned below. The declaration is permanently available to the shareholders of Masterflex SE on the website. All previously published declarations of conformity can also be found there.

Exceptions:

A.1 p.1 and A.3 p.2

Corporate planning and corporate strategy take into account both financial and sustainabilityrelated objectives. The complete identification of all related risks and opportunities associated with the global activities of Masterflex SE as well as the analysis and evaluation of the impact on the Company's activities is still ongoing. This also includes the processes and systems for recording and processing sustainability-related data.

A.5

Compliance is discussed in the management report and has long been a regular topic of internal reporting. However, the management report does not comment on the appropriateness and effectiveness of these systems.

B.2 HS2

The procedure for appointing the Management Board follows the usual standards for important personnel decisions and is organised in advance by the Supervisory Board; however, it is not described in detail in the corporate governance statement.

D.2 S.1 and 2, D.3 S.5 and D.4 Working methods of the Supervisory Board - Committees

With three members, the Supervisory Board of Masterflex SE has so far been deliberately kept small in order to be able to pass resolutions efficiently, quickly and flexibly through lean structures - as in the Group as a whole. The composition of the Supervisory Board with recognised experts is an important basis for Masterflex SE to work together in continuous dialogue to set the course for successful corporate development. The establishment of committees, which would also have to be composed of at least three members of the Supervisory Board, does not make sense against this background.

In Mr. van Hall, we have a proven financial expert as Chairman of the Supervisory Board. Dr. Link is another member of the Supervisory Board with expertise in the field of auditing. If the Supervisory Board consists of only three members, this is now also the Audit Committee in accordance with Section 107 (4) sentence 2 AktG in the version applicable from 1 July 2021, which is why the Chair of the Audit Committee and the Chair of the Supervisory Board will then be held by the same person due to this legal fiction. If necessary, the Supervisory Board also utilises qualified external support to assess difficult issues.

F.2 Publication of consolidated financial statements and management report

The consolidated financial statements and the associated Group management report are to be published within 90 days of the end of the financial year, which the Company always complies with. Against the backdrop of a significant increase in regulatory requirements that has already taken place and is expected to continue, particularly from the EU, publication will be extended to a period of 120 days in the future.

G.3 Peer group comparison of Management Board remuneration

Masterflex SE is the only listed hose company which, in view of its internationality and Group structure, is also relatively complex in relation to its revenue size. Therefore, there is currently no sufficiently representative and thus suitable selection of comparable companies, so that no peer group can be properly modelled. In the opinion of the Supervisory Board, the determination and disclosure of a representative peer group is therefore currently out of the question. Irrespective of this, comparative analyses of remuneration development were of course also carried out and are traditionally monitored with a sense of proportion, so that Management Board remuneration is appropriate and customary.

G.5 External renumeration expert

If an external remuneration expert is considered necessary in order to assess the appropriateness of the Management Board's remuneration, attention is also paid to their independence. However, in view of the expertise available on the Supervisory Board and the qualified support provided by the Company's legal advisors, it has not yet been considered necessary to bring in a separate independent remuneration expert.

G.6 and G.10 p.1 - G.10 p.2

The long-term variable remuneration (LTI) of the Management Board members is not higher than the short-term variable remuneration (STI) and is also not share-based or invested in shares. The Company's Management Board members already have a significant stake in the Company's share capital, which is why the long-term orientation of the variable remuneration intended by the Code based on the performance of the shareholding is guaranteed anyway. As before, the members of the Management Board can dispose of the variable amounts granted as LTI after three years with continuous performance measurement over the entire assessment period, which means that the multi-year feature is still reflected.

G.11 P.2

A so-called claw-back was not agreed with the members of the Management Board, as this would not have a separate behaviour-controlling effect from the Company's perspective and in view of its previous management structure, but would regularly result in an increase in remuneration from a risk perspective.

G.13 P.2, G.14

As in the past, a change of control regulation is provided for with the members of the Management Board, which in the past also corresponded to a Code recommendation that the Company will continue to regard as sensible in the future. Payments will not be offset against a post-contractual non-competition clause agreed with the Company.

Gelsenkirchen, December 2024 The Management Board and Supervisory Board

Disclosures on Corporate Governance Practices

Integrity management: integrated governance, risk management and compliance (iGRC) Governance

Masterflex SE is a European stock corporation for which German stock corporation law is applied in accordance with the SE Regulation. The basic principle of German stock corporation law is the dual management principle of the Management Board and the Supervisory Board, both of which have their own competences.

The corporate management and monitoring structures of Masterflex SE are governed by the Articles of Association and the rules of procedure of the Management Board and Supervisory Board.

Masterflex SE attaches great importance to corporate governance. Masterflex's corporate principles are based on responsible management and control of the Company with a focus on long-term value creation. Key aspects of this corporate governance are efficient cooperation between the Management Board and the Supervisory Board, respect for shareholder interests and openness and transparency in corporate communications.

Risk management

Masterflex SE has established a Group-wide risk management system, which is constantly being further developed in order to be able to rely on an efficient, Group-wide internal control system at all times. We see risk management as a central task of the members of the Management Board, managers and all employees. This enables risks to be recognised, monitored and controlled at an early stage without having to forego entrepreneurial opportunities. Risk management is described in detail in the summarised management report 2024, section C "Opportunity and risk report".

Compliance

To avoid regulatory risks, Masterflex SE maintains a compliance management system that controls and monitors the necessary activities. Details on the Group-wide, centrally managed compliance management system can be found in the risk report (section C) of the summarised management report.

Furthermore, the Management Board and the Chairman of the Supervisory Board continuously exchange information on the establishment and status of risk management and compliance as well as the necessary measures in the Company. The Supervisory Board also informs itself externally about the content of appropriate compliance and its implementation.

The Masterflex Group's Code of Conduct forms the basis of the compliance management system and provides an overview of the legal issues relevant to the Masterflex Group on the one hand and sets (minimum) standards for ethical and legally compliant behaviour on the other. The Code of Conduct is available for download on our website in German and English.

With this Code of Conduct, we clarify the demands we place on the behaviour of our employees, Management Board members and business partners, and at the same time make the key principles of our business conduct known. We see these principles of behaviour as a minimum standard for cooperation and interaction with customers, suppliers, competitors, shareholders and authorities. By implementing this Code of Conduct in our day-to-day business, we are also committed to combating all forms of unfair competition, corruption and deception.

Managers have a special responsibility to avoid legal violations. All managers of the Masterflex Group commit themselves to this by means of a written declaration and undertake to inform their employees about the content and significance of the Code of Conduct and to sensitise them to legal risks. Managers must regularly review compliance with the Code of Conduct on their own initiative and seek dialogue with their employees to this end.

Managers and employees are systematically trained in the basics of compliance. In addition to this basic training, target group-specific training measures are organised on specific compliance topics. We see the further development and Group-wide establishment of an effective compliance management system not only as a significant contribution to risk avoidance within the Group, but also as an expression of Masterflex SE's self-image and its commitment to fair, responsible and lawful behaviour worldwide.

A central Compliance Officer supports the implementation of the Code of Conduct within the Group and reports regularly to the Management Board and Supervisory Board. Under his leadership, the Group-wide compliance management system is also further developed as part of good corporate governance. He is supported in this by decentralised and appropriately aligned compliance officers who are represented at all Masterflex Group sites. Another component of the compliance management system is an external ombudsman for internal reports and an electronic whistleblower system that fulfils the requirements of the EU Whistleblower Directive.

Description of the working relationship between the Management Board and the Supervisory Board

Management Board

The Masterflex Group is managed by a two-member Management Board. Andreas Bastin has held the office of Chairman of the Management Board of the stock corporation and SE since 2008. Industrial engineer Mark Becks has been Chief Financial Officer since 2009.

The Management Board of Masterflex SE manages the Company's business and is bound by the interests and business policy principles of the Company in accordance with the provisions of the German Stock Corporation Act. It consists of at least one member and determines the strategic direction of the Company.

The work of the Management Board is governed by rules of procedure. These set out the matters reserved for the full Management Board and those subject to the approval of the Supervisory Board, the responsibilities of the departments and the required majority for resolutions. Each member of the Management Board manages their area of work independently and under their own responsibility. In doing so, they are obliged to keep the full Management Board informed of key business matters on an ongoing basis: This is because the allocation of areas of responsibility does not release any member of the Management Board from joint responsibility for the overall management of the Company.

The Management Board attends the meetings of the Supervisory Board, reports in writing and orally on the individual agenda items and draft resolutions and answers the questions of the individual Supervisory Board members. The regular, generally written reports provided by the Management Board follow the contents of the applicable rules of procedure for the Executive Management Board issued by the Supervisory Board.

Diversity concept on the Management Board

The Management Board currently consists of two members. In view of the size of the Company, this structure is considered sufficient. Both members of the Management Board have current appointment periods and have corresponding Management Board employment contracts. In addition, both members of the Management Board also hold a significant stake in the Company's share capital, which not only documents their high level of loyalty to the Company, but is also a recognised factor in the Supervisory Board's assessment. Against this backdrop, a target of zero female representation on the Management Board was set until 31 March 2027. The requirements for the quota of women on the Management Board within the meaning of the Second Management Positions Act (FüPoG II) are not relevant for Masterflex SE.

Age limit on the Management Board and appointment of a Chairman of the Management Board

The Supervisory Board will not appoint a person to the Management Board who has already reached the age of 65. It may appoint a member of the Management Board as Chairman of the Management Board and other members of the Management Board as Deputy Chairmen. If the Supervisory Board does not exercise this right of appointment, the members of the Management Board shall elect a spokesperson for the Management Board from among their number.

Remuneration system for the Management Board

In the 2022 financial year, the Supervisory Board revised the Management Board remuneration system in accordance with the requirements of the Second Shareholder Directive Implementation Act (ARUG II) and the requirements of the GCGC. The remuneration system was approved at the Annual General Meeting on 14 June 2022.

The Management Board and Supervisory Board report on details of the remuneration in their separate remuneration report, which was prepared in accordance with the requirements of Section 162 AktG. This report, together with the auditor's report, is available on the website www.masterflexgroup.com and can be accessed there under Investor Relations / Financial Reports.

Diversity within the Company

The Company is also characterised by flat hierarchies throughout the Group. There are therefore no two further management levels below the Management Board, but only one. Within this management level, which is directly below the Management Board, the proportion of women is already 30%, so that the statutory model is already fully complied with there, unlike in most companies, and this has also been the case for some time. The Masterflex Group is committed at all times throughout the entire structure to its claim to an appropriate participation of women, including in management positions, and has also demonstrated this by implementing appropriate measures that are compatible with the structures. Last but not least, the Masterflex Group was one of the first companies to have a female CFO on a Board consisting of two people even before the discussion about the participation of women on Boards in the past.

However, diversity also includes the increased integration of people with an international or migrant background. In line with business development, a key component of further personnel planning is to fill an increasing proportion of positions with employees and functionaries who have their roots abroad.

Supervisory Board

Since 2016 and following its re-election by the 2019 Annual General Meeting, the three-member Supervisory Board of Masterflex SE has consisted of Chairman Georg van Hall, his deputy Dr. Gerson Link and member Jan van der Zouw.

The Supervisory Board advises and monitors the Management Board. With three members, this body is deliberately kept small at Masterflex SE in order to be able to pass resolutions efficiently, quickly and flexibly - as in the Group - thanks to lean structures.

The Supervisory Board also has its own rules of procedure. In accordance with Section 11 (4) of the Articles of Association, Supervisory Board members may not have reached the age of 70 at the time of their appointment.

The Supervisory Board can form committees from among its members, to which decisionmaking powers can also be delegated - to the extent permitted by law. It has a financial expert for accounting in the form of the Chairman of the Supervisory Board, who is an auditor and tax advisor, and a financial expert for the audit of the financial statements in the form of the Deputy Chairman of the Supervisory Board. In accordance with Section 107 (4) AktG, the three-member Supervisory Board also acts as the Company's Audit Committee. There are currently no other committees, as the Supervisory Board is made up of three members and its tasks can therefore be performed effectively and competently by the full Supervisory Board.

Important topics are also dealt with outside the meetings between the Management Board and the Supervisory Board in telephone conferences or in strategy meetings convened at short notice. In addition, the Chairman of the Supervisory Board is regularly informed about the course of business and upcoming projects of Masterflex SE.

The Supervisory Board regularly discusses business development, planning, strategy and its implementation as well as the risk situation, risk management and compliance issues with the Management Board. Significant business decisions, such as the determination of the annual budget and investment plan, the acquisition or sale of investments, the conclusion of intercompany agreements and major financial measures, are subject to its approval. The Supervisory Board can determine other transactions requiring its approval. It is also responsible for adopting or approving the annual financial statements and consolidated financial statements submitted by the Management Board, unless this is left to the Annual General Meeting.

The Chairman of the Supervisory Board explains the activities of the Supervisory Board each year both in the Annual Report ("Report of the Supervisory Board") and at the Annual General Meeting.

The Supervisory Board regularly reviews the effectiveness of cooperation within the Board and with the Management Board every two years. The last self-evaluation took place between September and December 2021 and did not reveal any significant changes. Individual suggestions led to adjustments in the rules of procedure of the Management Board and Supervisory Board. In principle, it is in line with the Supervisory Board's working methods that individual changes are also taken up and implemented during the year if necessary.

Members and mandates of the Supervisory Board

Member	Profession	Born	Member since	Appointed until the AGM that decides on the discharge for the fiscal year	Other mandates
Georg van Hall Chairman and financial expert	Auditor and tax consultant	Oct. 14, 1957	August 11, 2009	2024	• none
Dr. Gerson Link Deputy Chairman and financial expert	Management Board of InnoTec TSS AG, Düsseldorf	Aug. 5, 1971	June 14, 2016	2024	• Waag & Zübert Value AG, Nuremberg • FABRI AG, Nuremberg (Chairman)
					Group mandate at Innotec TSS AG:
					• Rodenberg Türsysteme AG, Porta Westfalica (Chairman)
Jan van der Zouw	Multi Supervisory Board, formerly CEO of Eriks NV, Netherlands	June 20, 1954	June 14, 2016	2024	• Den Helder Airport CV, Den Helder/Netherlands (Chairman)
					• Aalberts Industries NV, Langebroek/Netherlands
					• UTT Procurement BV Zuidland, Netherlands (until August 2024)

Composition of the Supervisory Board

The Supervisory Board of Masterflex SE should be composed in such a way that qualified monitoring and advice of the Management Board by the Supervisory Board is ensured. The Supervisory Board has defined a competence profile for the composition of the Supervisory Board. The composition of the Supervisory Board with recognised experts is an important basis for Masterflex SE to work together in continuous dialogue to set the course for successful corporate development. If necessary, the Supervisory Board utilises qualified external assistance to assess difficult issues.

The definition of the competence profile is geared towards the entrepreneurial challenges of society. We are convinced that the combination of diverse areas of knowledge will deliver the best entrepreneurial success.

Competence profile

Based on their knowledge, skills and experience, the candidates proposed for election to the Supervisory Board should be able to fulfil the duties of a Supervisory Board member in an internationally active, listed company.

The Supervisory Board of Masterflex SE is deliberately kept small, reflecting the fast and efficient decision-making processes of the Masterflex Group. Due to the size of the Company, the composition of the Supervisory Board with industry insiders is of particular importance so that entrepreneurial issues can be discussed and deliberated in the context of market developments.

Our Supervisory Board members should also have knowledge and experience of corporate management, particularly in the areas of strategy, sales, purchasing, production, human resources, accounting, risk management and compliance.

At least one independent member of the Supervisory Board should have expertise in the field of accounting and another independent member should have expertise in the field of auditing. In addition, the Company's financial experts should have special knowledge and experience in the application of accounting principles and internal control procedures.

When appointing Supervisory Board members, attention must also be paid to compliance with the age limit defined for Masterflex SE on the Supervisory Board and to aspects of independence within the meaning of the German Corporate Governance Code.

The competence profile of the Supervisory Board is regularly adapted to the entrepreneurial challenges of the Masterflex Group and is available on the website at: https://www.masterflexgroup.com/group-of-companies/organization

Target agreement of the Supervisory Board

The Supervisory Board should contribute to the implementation of the Masterflex strategy by aligning its competences. The objectives for the Supervisory Board are therefore aligned with legal and corporate aspects.

Internationality

In view of the Company's international orientation, care should be taken to ensure that the Supervisory Board includes individuals with many years of international management experience and international networks.

The aim is to have at least one member with international management experience and international networks on the Supervisory Board in future appointments.

Innovation

The Masterflex Group sees itself as an innovation and technology leader in its relevant markets. In order to further expand this strategic positioning in the future, the majority of the Supervisory Board / at least one member should have the relevant technological expertise.

Diversity

The Supervisory Board agrees with the objectives of the Code that, in addition to balanced professional qualifications, diversity should also be taken into account to achieve an appropriate level of internationality and an appropriate representation of women on management bodies. The term diversity is to be understood as international origin, education, training or professional activity and less as citizenship, gender diversity or age diversity. This means that the composition of the Supervisory Board should also take appropriate account of the diversity that can be found today in an open, innovative and internationally active company such as Masterflex SE and its subsidiaries. However, it also means that no one is eliminated as a candidate for the Supervisory Board or proposed for the Supervisory Board solely because he or she has or does not have a certain characteristic. Women are given appropriate consideration if they are equally qualified and suitable.

Independence

The Supervisory Board should include what it considers to be an appropriate number of independent members. The interests of the shareholders should be adequately taken into account. In accordance with the requirements of the German Corporate Governance Code, more than half of the shareholder representatives should be independent of the Company and the Management Board. Criteria on the issue of independence are defined in Section C.7 of the German Corporate Governance Code.

Significant and not merely temporary conflicts of interest should be avoided. The Supervisory Board members should have sufficient time to fulfil their mandate so that they can perform their mandate with the necessary regularity and diligence. To ensure this, Supervisory Board members of Masterflex SE should not hold more than three other Supervisory Board mandates in listed companies.

Age limit

An age limit is defined in the Articles of Association. Only persons who are not older than 70 years of age may be nominated for election to the Supervisory Board.

Implementation of the targets for the Supervisory Board

The competence profile, diversity concept and target agreement are taken into account by the Supervisory Board when filling Supervisory Board positions. The last Supervisory Board election took place in 2019.

All members of the Supervisory Board - Georg van Hall, Dr. Gerson Link, Jan van Zouw - are independent Supervisory Board members within the meaning of the German Corporate Governance Code.

The Chairman of the Supervisory Board, Georg van Hall, who has been a member of the Supervisory Board since 2009, has filled the position of financial expert with expertise in accounting as an auditor. As a long-standing member of the Management Board of InnoTec TSS AG, Dr. Gerson Link has extensive financial expertise in auditing financial statements.

Dr. Gerson Link and Jan van der Zouw also have extensive experience in the field of company management, partly in niche markets with small series production and partly with larger, international industrial companies.

Jan van der Zouw, an internationally and commercially experienced member of Dutch descent, complements the Supervisory Board, which emphasises the diversity objectives and their representation on the Supervisory Board.

The statutory gender quota on the Supervisory Board does not apply to Masterflex SE. Nevertheless, it is a declared goal to achieve an appropriate participation of women on the Supervisory Board. In 2022, in accordance with the Act on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector, the Supervisory Board adopted a target of zero for the participation of women in this body by 31 March 2027. This is because Masterflex SE has the particularity that the Supervisory Board is made up of only three people in total and is therefore of a size that would exceed the statutory target of 30% even if only one woman were to participate. This also makes it clear why the selection must be made with care and responsibility.

Against this background, it can be assumed for the current appointment period of the current Supervisory Board that there will be no participation of a woman on the Supervisory Board. Nevertheless, the fundamental objective of proposing a woman as a member of the Supervisory Board in future Supervisory Board elections is expressly maintained.

Shareholders, Annual General Meeting, Transparency

Shareholders and Annual General Meeting

The shareholders exercise their rights at the Annual General Meeting. The Annual General Meeting of the Company takes place in the first six months of the financial year in accordance with the legal requirements of Art. 54 para. 1 SE Regulation. The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting decides on all tasks assigned to it by law (including the discharge of the management, appropriation of profits, election of Supervisory Board members, election of the auditor, amendments to the Articles of Association, capital measures).

Transparency

Masterflex SE attaches great importance to providing standardised, comprehensive and timely information. Reporting on corporate development takes place via the Internet, in annual and interim reports and announcements, at analyst, press and general capital market conferences and via ad hoc announcements and press releases.

All information is available on the website www.masterflexgroup.com under Investor Relations.

Masterflex SE maintains an insider list in accordance with Article 18 (1) of the Market Abuse Regulation. The persons listed there have been informed of the legal obligations and sanctions.

Conflicts of interest, if any, are discussed in detail and, if necessary, disclosed and taken into account when assessing the independence of each individual member of the Supervisory Board. No conflicts of interest have been identified or reported in the past.

Accounting and auditing

The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the additional requirements of German law pursuant to § 315e (1) HGB. After preparation by the Management Board, the Consolidated Financial Statements are audited by the auditor and, in turn, reviewed and, if necessary, approved by the Supervisory Board. The Annual Financial Statements are prepared in accordance with German commercial law (HGB/AktG). After preparation by the Management Board, the Annual Financial Statements are audited by the auditor and, in turn, reviewed and, if necessary, approved by the Supervisory Board. The combined management report is also reviewed by the auditor and the Supervisory Board. The interim reports are not reviewed by an auditor. In addition, monthly internal reporting is carried out in accordance with International Financial Reporting Standards (IFRS). For competitive reasons, all disclosures for the investees in the Consolidated Financial Statements are reported with the exception of the individualised statement of income.

It was agreed with the auditors that they would inform the financial experts on the Supervisory Board without delay of any significant findings and events occurring during the audit.

Control variables and control system

Earnings and liquidity ratios are at the centre of corporate management. With regard to the key figures used for corporate management, please refer to the explanations in the Combined Management Report 2024 under section A "Management system".

Staying fit for the future: By focussing on medical technology and semiconductor technology, we are shaping tomorrow's solutions today. "

Whether communication, automation, artificial intelligence or renewable energies, semiconductors are an indispensable basis for almost all modern technologies. APT is capitalising on the increasing demand for high-performance, energy-efficient semiconductors in order to benefit from market growth in the long term.

Schlauchtechnik and Fleima Plastic utilise the potential for the market to develop advanced solutions that enable even more precise and efficient patient care.

Masterflex Share

		2024	2023	2022	2021	2020
Number of shares (Dec. 31)	Shares	9,752,460	9,752,460	9,752,460	9,752,460	9,752,460
Number of treasury shares	Shares	134,126	134,126	134,126	134,126	134,126
Market capitalisation* (Dec. 31)	EUR million	90.2	80.4	79.3	62.1	54.3
Opening price	EUR	8.40	8.78	6.42	5.70	4.62
Closing price	EUR	9.38	8.36	8.24	6.46	5.65
Highest price	EUR	11.90	12.70	9.50	7.82	6.40
Lowest price	EUR	7.62	7.26	5.65	5.65	3.12
Share performance	%	+12.2%	+1.5%	+27.6%	+14.3%	+26.1%
Dividend per share	EUR	0.27	0.25	0.20	0.12	0.08
Earnings per share	EUR	0.86	0.83	0,81	0.34	0.08
Free float	%	37.0%	42.0%	42.0%	42.0%	41.8%

Key figures of the Masterflex share

All figures are based on Xetra prices * excluding treasury shares

The stock market year 2024

2024 was an exceptionally successful year for the global equity markets, despite various challenges in the form of geopolitical conflicts, persistent inflation, weak consumer sentiment and stagnating industrial production in Europe. These factors gave rise to fears of recession over the course of the year and caused uncertainty and increased volatility in the markets. Nevertheless, the global equity markets managed an overall performance of 20.7% in 2024. The S&P 500 is particularly noteworthy, with growth of 25%, the second consecutive year of gains of more than 20%. In euro terms, the leading US index even advanced by 33.7% due to the strong US dollar against the euro.

Several factors supported the positive development: Over the course of 2024, increasing progress in the fight against inflation crystallised, bringing inflation rates closer to the central bank targets again. As a result, monetary easing by central banks in the form of falling interest rates was possible again, which supported the already robust US economy as a global growth driver. The optimism surrounding the commercialisation of artificial intelligence (AI) was another driving force for the stock markets and resulted in high share price gains for US technology companies in particular, as can be seen from the 50.5% gain in the Nasdaq FANG+ Index, which comprises the most heavily traded US technology stocks.

In contrast, the European stock markets recorded rather moderate gains. The Euro Stoxx 50 achieved growth of 7.7%, while the DAX was the best performer in Europe with an increase of 18.8%. Similar to the USA, the DAX also concentrated on a few large individual stocks such as SAP.

As a result of this concentration, the small and mid-cap sector was unable to keep pace with the growth of the major benchmark indices in 2024. In Germany, for example, the MDAX fell by around 5.7% over the year. The SDAX performed slightly better with a drop of around 1.8%. This also reflects the general reticence of institutional investors in the German small and mid-cap sector.

The Masterflex share was able to partially escape this trend and significantly outperformed the MDAX and SDAX with an increase of 12.2% over a twelve-month period. In addition, Masterflex SE distributed EUR 0.25 per share to shareholders in 2024. However, the Masterflex share price was again characterised by strong fluctuations this year. Starting from an opening price of EUR 8.40 at the beginning of the year, the share price reached its low for the year of EUR 7.62 on 27 February 2024. As in 2023, the EUR 10 mark was exceeded for the first time in the course of the year at the end of the first quarter and, after a setback, the annual high of EUR 11.90 was reached on 13 June 2024. The closing price at the end of the year was EUR 9.38.

The average daily trading volume on all German trading centres totalled 4,304 shares per day in the reporting year, which corresponds to a decrease of around 27% compared to the previous year's figure of 5,891 shares per day.

As at 30 December 2024, the market capitalisation of Masterflex SE amounted to EUR 90.2 million with 9,618,334 shares issued and a closing price of EUR 9.38. As at the 2023 reporting date, the market capitalisation was EUR 80.4 million with the same number of shares and a closing price of EUR 8.36 (all figures based on Xetra prices).

Masterflex share price performance in 2024 compared to the SDAX

Shareholder structure

The share capital of Masterflex SE amounts to EUR 9,752,460.00 and is divided into 9,752,460 no-par value bearer shares. Each share grants one vote at the Annual General Meeting.

The two largest shareholders of Masterflex SE are Grondbach GmbH, which holds 20.01% of the shares, and J.F. Müller & Sohn AG, which holds 20.00%. SVB GmbH & Co KG is the third largest anchor shareholder with a stake of 9.96%. A significant position totalling 6.61% of the share capital is attributable to the management. At the end of July, Lazard Frères Gestion S.A.S reported a shareholding of 3.02%. This was increased by the Company to 5.04% over the course of the year. Masterflex SE also holds approximately 1.40% of its own shares. The free float as at the 2024 balance sheet date was 36.98% (31 December 2023: 42.02%). The shareholder base of Masterflex SE is characterised by a high degree of stability and is mainly characterised by family offices with a long-term orientation, which, like the commitment of the management, reflects the high level of confidence in the growth strategy of Masterflex SE.

Reportable shareholders (3% or more):

The information on the shares generally relates to the most recent WpHG notifications to the Company.

Analyst Research

The shares of Masterflex SE are listed in the Prime Standard of the Frankfurt Stock Exchange and are regularly analysed and evaluated by renowned research houses.

Equity analyst Bastian Brach of Hamburg-based Montega AG recommends Masterflex shares in his study update of 8 November 2024 with a price target of EUR 15.00 per share and a "buy" rating. In his current analysis of 13 January 2025, analyst Alexander Neuberger from Metzler Research sees a price target of EUR 13.00 per share and also issues a "buy" recommendation. The experts at small-cap specialist SMC Research also reaffirmed their "buy" rating for Masterflex shares on 7 November 2024 with a price target of EUR 15.20.

The average analyst price target, taking into account the aforementioned studies, is EUR 14.40 per share. Based on this and the Xetra closing price of EUR 9.38 on 30 December 2024, this results in a price potential of 53.5% for Masterflex shares.

Detailed information on the reports is available to interested investors at www.masterflexgroup.com in the Investor Relations/Analyst Recommendations section.

Annual General Meeting 2024

The Annual General Meeting took place on 5 July 2024 as an in-person event in Gelsenkirchen. The shareholders expressed their confidence in the Management Board and Supervisory Board for the 2023 financial year by a large majority and approved all items on the agenda by a clear majority. 57.7% of the share capital was represented (2023: 61.8%).

Dividend

Masterflex SE pursues a dividend policy geared towards continuity and continued to do so in 2024. A dividend of EUR 0.25 per dividend-bearing share was distributed to shareholders from Masterflex SE's net retained profits as at 31 December 2023. This means that a total of around EUR 2,404,583 (previous year: EUR 1,923,667) was distributed.

Capital market communication

The Masterflex Group maintains an open information policy towards all participants in the capital market that is synchronised in terms of time and content. Insofar as the Masterflex Group's competitive position as one of the few listed hose manufacturers permits, the most detailed data possible is also made available. The aim of capital market communication is to increase awareness of Masterflex shares through a high degree of transparency and regular dialogue with investors, analysts and representatives of the press, e.g. during the quarterly conference calls, in order to contribute to a fair valuation of the shares. In the reporting period, the Management Board intensified its contact with capital market participants through virtual, hybrid and physical roadshows and investor conferences (Metzler Small Cap Days, Hamburg Investor Days, Munich Capital Market Conference) as well as other formats. In addition, the management of Masterflex SE was in continuous dialogue with the press, investors, financial analysts and the financial community.

Financial Calendar 2025

The financial calendar is published on the Company's website www.masterflexgroup.com.

March 28	Publication of the Consolidated Financial Statements for 2024
April 01-03	Metzler Small Cap Days
May 7	Q1/2025 Announcement
June 12	Annual General Meeting
August 6	Half-year report 2025
August 27-28	HIT Hamburg Investors Day
November 5	Q3/2025 Announcement

Share Information

ISIN code	DE0005492938
GSIN	549293
Class of shares	Ordinary bearer shares
Stock exchange ticker	MZX
Bloomberg symbol	MZX GR
Reuters symbol	MZXG.DE
Market segment	Prime Standard
Component of the following indices	CDAX Prime All Share Index Classic All Share Index Prime Industrial Index
Designated Sponsor	ICF Bank AG
Number of shares (Dec. 31)	9,752,460

Combined Management Report

A. Principles of the Group	29
B. Economic Report	36
C. Opportunity and Risk Report	52
D. Forecast Report	66
E. Takeover-relevant Information	69

Combined Management Report of the Masterflex Group and Masterflex SE for financial year 2024

A. Principles of the Group

Organisation and management structure

Masterflex SE, Gelsenkirchen, is the parent company of the Masterflex Group (referred to here as the Masterflex Group). Since 2000, the shares of Masterflex SE (International Securities Identification Number ISIN: DE0005492938) have been traded on the Frankfurt Stock Exchange in the segment with the highest transparency requirements in the regulated market, the Prime Standard.

The main production sites of the internationally active Masterflex Group with 14 operating subsidiaries are Gelsenkirchen, Düsseldorf, Halberstadt, Norderstedt and Houston (USA). In addition, the Masterflex Group has branches at various locations in Europe, America and Asia, some of which have small production lines and sales partnerships.

The structure of the Group:

Performance promise

We are a supplier of products, systems and consulting expertise for solving joining tasks. Our particular expertise lies in the use of high-quality, high-performance plastics.

The development, production and engineering-orientated marketing of high-tech hoses and connection systems as well as the associated consulting approach offer the Masterflex Group long-term growth potential. The broad range of applications for Masterflex hose systems in a variety of different industries is an advantage. In addition, we are now actively supporting our customers in optimising their sustainability with our developments, newly acquired expertise and product solutions as well as supplementary services. For example, we are helping to reduce our customers' carbon footprint through the proper disposal of hoses.

We aim to set ourselves apart from other hose manufacturers as a quality leader with a clear focus on values.

The high-tech hose market

The Masterflex Group focuses on the market for high-tech hoses and connection systems and thus occupies the niche market for speciality hoses. These hoses are used in a wide range of industries.

Market analysis special hoses

Customers in the special hose segment primarily come from the manufacturing industry, including industrial applications (B2B market). They range from global corporations, wholesalers and medium-sized industrial companies to small regional businesses. Due to the material, processing and application expertise that is not easy to acquire and the wide range of possible uses for sophisticated plastics, this is a market with corresponding barriers to market entry, good margins and intact growth prospects. This market is characterised by small batch sizes in both production and sales, as well as intensive consulting and development expertise for customer-specific solutions. In contrast, the market for hoses, which is better known to the public as a mass product, is characterised by large batch sizes, lower margins and large international suppliers.

Dynamic growth in line with relevant industry development

Masterflex special hoses are used in critical and particularly demanding production and application areas that require technological knowledge, material expertise and precision.

The demand situation is therefore characterised both by the economic development of the markets relevant to Masterflex and by the development of hose solutions for new applications. Masterflex supplies a large number of different industries. These are categorised into four groups:

• Life,
• Infrastructure,
• Mobility and
• Tech.

The "Life" group comprises the medical technology, food and pharmaceutical industries as well as the laboratory and biotechnology industries.

In medical technology, Masterflex tubing systems - monolayer, multilayer, co-extruded and micro-extruded tubing as well as various connectors (including pressure-resistant ones), clamps, distributors, drip chambers and separating membranes - are used primarily in intensive care medicine and reproductive medicine. Pulmonology, nephrology and urology are some other typical fields of application for Masterflex systems in medical technology. In these areas, the highest demands are placed on durability, cleanroom hygiene and manufacturing expertise.

The food and pharmaceutical industries as well as the trend markets of the laboratory and biotechnology industries - just like the medical technology sector - require a high level of manufacturing expertise with cleanroom technology in some cases. Typical areas of application in the food industry include large bakeries, confectionery manufacturers and dairies. Suction, transport, reactor and conveyor hoses from the Masterflex Group are common examples of applications in this industry.

Masterflex hose systems are used in a wide range of applications in the pharmaceutical, laboratory and biotechnology industries. We have particular expertise in the use of micro-pelletisation in the high-precision sector and in the cultivation of microbes.

The "Infrastructure" group essentially comprises the renewable energy industries and the American heating, ventilation and air conditioning (HVAC) business, which also includes centralised heat pump systems.

Hoses used in the renewable energy sector, particularly in the offshore wind turbine sector, must be particularly hard-wearing and have a good temperature spectrum as well as good UV and ozone resistance. Furthermore, heat-shrink tubing enables sensitive components to be protected from external influences. Applications include hydrogen production.

In order to fulfil these requirements, a high level of technological knowledge of the properties of the materials used and the service life of the hoses used is required.

We also serve the American market with customised products for the air conditioning and ventilation sector. These can be found in the public sector in particular, such as in hospitals, schools, sports centres and universities. Acoustic ducts of medical quality are used here, for example, which are also designed to eliminate the noise of the air flow and other unwanted noise influences.

The "Mobility" group combines activities in the aviation, rail and automotive industries. Hose systems in the aviation industry make a significant contribution to aircraft safety. In addition to the aspects of reliability and material durability, the issue of weight plays a particularly important role here. With these specific requirements, special hoses in the aviation industry are a systemrelevant supplier part that may only be sourced from certified and explicitly authorised partners. The barriers to market entry are therefore very high.

Masterflex hoses are used in the exhaust gas control of ECU systems, for air distribution within the cabin, in vacuum toilets and bleed air systems in almost all types of aircraft. All Masterflex components used are manufactured in lightweight construction. Another product is ground support equipment hoses, e.g. for faeces disposal on aircraft in parking position, so-called toilet service unit hoses (TSU).

Special hoses in the automotive industry are used to ensure the functionality of sub-products in cars. Seat technology and adaptive aerodynamics are examples of applications for Masterflex hoses.

Due to these areas of application within the automotive industry, Masterflex is independent of the question of the drive train (combustion engine or electric). As a result of increasing e-mobility, we expect the increased use of innovative lightweight components, which is also in line with our expertise profile.

Masterflex also offers a specialised product range for motorsport. This includes: Engine air technology for rally cars, protective hoses, ventilation, fluid supply and tank hose protection hoses.

The "Tech" group addresses traditional industries such as mechanical engineering, plastics, semiconductors and robotics.

The optimal definition of a manufacturing process increases production efficiency, optimises the material flow and results in an improved ecological footprint. A steadily increasing degree of automation and flexibilisation inevitably leads to an increased demand for special hoses, which are absolutely essential as connection solutions in the process industry and in the field of robotics.

In automotive production, for example, Masterflex hose systems are used in critical production areas. These include painting, test areas and test benches. Reliable and safe use in handling chemically aggressive media and gases is the challenge facing connection systems in the semiconductor industry. The high level of material expertise in specified raw materials through to high-purity material selection ensures the highest quality in terms of purity and dimensional stability in the end customer's production process.

Strategy

The Masterflex Group's strategy pursues ambitious short, medium and long-term goals. The short and medium-term focus includes the expansion of market positioning, securing and increasing profitability and the further growth of the Group, which is to be realised both organically and through acquisitions, joint ventures, investments and cooperations. The long-term goal is to expand and transform the business model into a circular economy and thus to offer alternative purchase and utilisation models for hose and connection solutions as part of the Group strategy HERO@ZERO. The Masterflex Group's strategy is based on three central strategic pillars: profitability, growth and the circular economy.

The "ZERO" element is the cornerstone for long-term growth via the strategic expansion of the business model with the transfer of the product portfolio to the circular economy. Digitalisation with the Masterflex data platform AMPIUS as the basis makes an important contribution to this. The aim is to create a data and service-based business model that meets the high demands of circularity, decarbonisation and sustainability and offers additional economic potential by addressing the second half of the life cycle of Masterflex products.

I. Profitability

At the Masterflex Group, a high level of profit orientation is practised across all hierarchical levels and companies. Masterflex is constantly investing in the further networking and automation of production, so that digitalisation and automation as well as the improvement of process efficiency and quality are actively and permanently driven forward. The lean manufacturing approach is consistently and continuously implemented with the involvement of all employees in all production, sales and administrative areas in order to maximise added value, use resources efficiently, optimise the use of materials and work processes and ultimately increase productivity and customer satisfaction. Investments are geared towards the Group's profitability targets using appropriate ROI criteria. The utilisation of economies of scale and targeted increases in efficiency ensure sustainable margins and competitiveness for the Masterflex Group.

II. Growth

The growth of the Masterflex Group is based on the potential of the global rollout of the entire product range, innovative new products and materials as well as an increase in vertical integration through the production of system components and end products. Masterflex differentiates itself from the competition through technological expertise and product quality, which is based on broad process and material expertise and an innovation strategy that includes the sustainable, recyclable use of resources, the optimisation of traditional products and new, innovative connection solutions. The high level of consulting expertise is a decisive success factor in this respect, enabling us to work with customers to develop ideas and development directions for new products.

The strategic promotion of growth includes organic initiatives as well as inorganic growth through acquisitions (M&A), co-operations or joint ventures. Masterflex is already represented by its own companies in Europe, North and South America and Asia. The aim is to further expand its market presence. The regular review of further market development and acquisition opportunities is therefore a key component of the long-term growth strategy. In the area of M&A, Masterflex is pursuing three directions: Regional expansion with a focus on North America and Europe, the expansion of technological expertise and industry-specific expansion.

III. Circular economy

The increasingly apparent scarcity of resources promotes sustainable use and consumption solutions at almost all levels and areas of material utilisation. The transition to a circular economy to conserve natural resources and protect people and the environment has been outlined in public initiatives. As a result, the use of plastics must fulfil the highest requirements in terms of recyclability and environmental compatibility. Masterflex products already fulfil a high degree of recyclability and environmental compatibility.

With the Group strategy HERO@ZERO, Masterflex is taking an active role in the transition to a circular economy. To this end, Masterflex is working on establishing a circular economy system for hose and connection solutions. The basis for this are digitalisation projects, such as the AMPIUS hose management system, which creates the digital prerequisites for a circular system, but also various network projects with cooperation partners in order to establish optimal logistical structures and processes for the circular economy. In addition, Masterflex is further expanding its in-depth expertise in materials, products and applications in the field of hose and connection technology. As part of recycling projects, Masterflex is working on technologies to separate and process materials according to type and on new products optimised for the circular economy. The vision of HERO@ZERO is the transformation into an innovative product-as-a-service (PaaS) model in which customers pay for the use of products instead of buying them. This enables predictable revenues, reduces resource consumption and creates additional added value for our customers. By implementing this strategy, Masterflex is positioning itself even more strongly as the ideal partner for high-tech hoses and connection solutions and is participating in the economic potential of the second half of the product life cycle.

Control system

Internal control system

The starting point for strategic corporate planning is an annually updated five-year plan with a profit and loss account, balance sheet, investments and liquidity. The budget planning for the following financial year is derived from this strategic planning and divided into individual months. The Group and Masterflex SE are managed as part of the monthly plan/actual deviation analyses. Forecasts are prepared on a quarterly basis and thus allow a rolling earnings forecast into the future. Management is informed about the previous week's revenue and incoming orders on a weekly basis. The operating result (earnings before interest and taxes - EBIT) for the entire Group is reported to the Management Board on a monthly basis.

The most important performance indicators for us - i.e. the core performance indicators within the meaning of DRS 20 - are based on liquidity and enterprise value in the Masterflex Group. These are, in particular, revenue and EBIT in comparison with actual, target (budget) and previous year.

Research and development

As a recognised TOP 100 innovator, the Research and Development (R&D) department is a central building block for the success of the Masterflex Group. By developing innovative products and processes, we are able to offer hoses and customised connection solutions that meet our customers' requirements.

The subsidiaries of Masterflex SE have independent R&D units. Cooperation between the companies and corporate brands is specifically promoted and forms the basis of an efficient and customer-orientated development process. In particular, our innovation process (stage-gate process) for shortening lead times for new products has proven its worth.

In regular project and milestone meetings, developments are discussed and reviewed from a market, technology and customer perspective as well as with regard to their economic relevance. External partners from research institutes or selected suppliers are brought in for this purpose. This ensures that potential innovations are analysed both from the market side, in terms of new technologies and with regard to the required use of raw materials.

We do not use contract manufacturing. Almost all products and services are developed by our engineers and skilled workers and largely produced in-house. This also applies to certain components of our production technology and our production systems to safeguard the production and process expertise we have built up.

For our product innovations, we examine on a case-by-case basis whether it is necessary and legally possible to protect our intellectual property or whether it makes sense to apply for patents or other property rights as part of our corporate strategy.

The core of our research and development activities is our innovation strategy, which is based on the aspects of "digital transformation", "sustainability" and "engineering services". The Masterflex Group does not conduct traditional basic research.

Digital transformation

Under the aspect of "digital transformation", we summarise both our activities in the course of increasing networking of processes and systems through intelligent connectivity solutions as well as the advancement of networking and automation within our own production and value stream chains.

In order to fulfil future legal requirements, establish sustainable value chains and use resources more efficiently, the Masterflex Group is developing innovative digital solutions for data collection and management. These make it possible to precisely identify materials, document their use and ensure recyclability. We rely on forward-looking technologies such as sensors, cloud systems and intelligent interfaces to ensure seamless integration into existing processes. Our aim is to increase transparency along the entire supply chain and create the basis for a sustainable, digital material and information flow.

Among other things, we have been equipping hose systems with AMPIUS chips for several years. This enables us to generate important data and experience that we can use to further support our business model transformation in the future. This technology also enables live monitoring of hoses and provides all the necessary data for predictive maintenance. This wear warning system has been patented since 2024.

Innovative materials

The high-tech plastics processed by Masterflex offer considerable substitution potential for conventional materials, in particular for steel and rubber. In this context, the Masterflex Group's material expertise also extends to the use of recyclable plastics while ensuring the same material properties. It is the declared aim of the innovation strategy to further expand the portfolio of materials used in the future. In order to minimise the use of fossil resources in the future, biodegradable materials have recently been added to the portfolio. To this end, Masterflex is also working closely with research institutions such as the Fraunhofer Institute and the Braungart EPEA Institute of the world's leading scientist in this field, Prof. Dr. Michael Braungart.

Engineering services and consulting

The connection solutions developed by our engineers are the driving force behind the Masterflex Group's innovation strategy. Knowledge of processes, systems and materials is always in demand from our customers when non-standardised production processes are involved. The individuality of the manufacturing processes or application areas as well as the reorientation towards sustainable processes requires engineering expertise in independent customer development projects.

In recent years, the Masterflex Group's value chains have also been significantly expanded. In addition to simpler finishing processes such as bonding and joining, more complex assembly and design steps have also been implemented. On the basis of engineering services, complete product developments and designs can now be offered, even in highly regulated application sectors such as medicine and aviation, including legal approvals if required.

External ratings

In 2024, the Masterflex Group was once again included in the World Market Leader Index of the University of St. Gallen and has thus been one of the current world market leader champions for many years.

In 2024, the Masterflex Group was also recognised as a TOP 100 Innovator for the fourth time (after 2016, 2019 and 2021), making it one of the most innovative companies and, according to TOP 100, one of the "shapers of the future" in Germany. TOP 100 is the only innovation competition to recognise medium-sized companies for their innovation management and innovation success. The Masterflex Group was particularly convincing in the "Innovative Processes and Organisation" category.

B.Economic Report

Macroeconomic environment

According to the economic experts at IfW Kiel, the global economy continued to develop at a moderate pace with growth of 3.2% in 2024 (2023: 3.3%), partly due to the still largely restrictive monetary policy to curb inflation, and was also characterised by increasing economic policy uncertainties. The latter resulted in particular from Donald Trump's victory in the US presidential election and the punitive tariffs subsequently announced against various countries. The risk of a trade war has therefore increased.1)

Overall, macroeconomic production in the advanced economies continued to grow at a moderate pace over the course of 2024. The US economy, the Masterflex Group's most important non-European market, once again proved to be the main pillar of this growth. Despite the Federal Reserve's interest rate turnaround, which was only initiated late in the year, the US economy benefited from a robust labour market and continued high consumer and investment demand, also supported by positive income and wealth effects. Inflation continued to fall, but was also fuelled by the strong economy and its impact on wages and prices. Accordingly, the annual average inflation rate fell from 4.1% in the previous year to just 2.9%. GDP in the US rose by a remarkable 2.8%2) , almost as much as in the previous year (2023: +2.9%).

By contrast, overall economic output in Europe continued to be significantly weaker, with both the EU and the UK only recording a comparatively weak revival in economic growth to 0.9% each over the course of the year. While the Japanese economy contracted, Chinese growth slipped below the 5% mark and growth momentum also slowed in India, other Asian economies were able to improve their growth significantly in some cases.

Global inflation fell only moderately in 2024. In advanced economies, the development was significantly faster.3)

According to initial calculations by the Federal Statistical Office (Destatis), Germany's priceadjusted gross domestic product (GDP) in 2024 was 0.2% lower than in the previous year. Economic uncertainty, excessively high energy prices and the still significantly higher interest rate level had a dampening effect on consumer and corporate demand for consumption and investment.4)

¹⁾ https://www.ifw-kiel.de/fileadmin/Dateiverwaltung/IfW-Publications/fis-import/b6400436-e48e-4080-8751- 9b6736201b75-KKB_119_2024-Q4_Welt_DE.pdf

²⁾ https://www.ifw-kiel.de/fileadmin/Dateiverwaltung/IfW-Publications/fis-import/b6400436-e48e-4080-8751- 9b6736201b75-KKB_119_2024-Q4_Welt_DE.pdf

³⁾ https://www.ifw-kiel.de/fileadmin/Dateiverwaltung/IfW-Publications/fis-import/b6400436-e48e-4080-8751- 9b6736201b75-KKB_119_2024-Q4_Welt_DE.pdf

⁴⁾ https://www.destatis.de/DE/Presse/Pressemitteilungen/2025/01/PD25_019_811.html

Consumer prices in Germany increased by 2.2% on average in 2024 compared to 2023. According to the Federal Statistical Office (Destatis), the inflation rate for 2024 was therefore significantly lower than in the previous year. In 2023, it had still stood at +5.9%.5)

The inflation rate in the EU developed similarly. Nevertheless, companies, particularly energyintensive industries, and to some extent consumers, continued to be confronted with higher price levels, which dampened their economic activity. Although private consumer spending grew somewhat more strongly in view of rising real incomes, corporate investment declined significantly. Despite the continued sluggish global economy, net exports provided the greater impetus for growth due to a significant improvement in export demand. The recovery in GDP was correspondingly unspectacular, with only slightly improved growth of 0.9% after the weak previous year (2023: 0.5%). Other European countries such as the UK (+0.9% after +0.3% in 2023) and Switzerland (+1.4% after +0.7% in 2023) performed more strongly6). Inflation in the European Union continued to fall significantly and averaged 2.6% for the year (2023: 6.1%)7), well below the previous year's level.

Business performance

The 2024 financial year was very challenging in terms of sales due to the continuing decline in demand (recession) in some of our customer industries, but we were able to further increase our earnings power on the earnings side (EBIT). Sales fell by 3.0% to EUR 98.1 million (previous year: EUR 101.1 million). With EBIT of EUR 12.5 million, we further expanded our double-digit EBIT margin to 12.8% despite the economic headwind (previous year: 12.2%). In this respect, the 2024 financial year can be described as another successful one, particularly in light of the difficult economic conditions.

The biggest challenge in 2024 was dealing with declining demand in some of our customer industries (e.g. automotive, mechanical engineering).

⁵⁾ https://www.destatis.de/DE/Presse/Pressemitteilungen/2025/01/PD25_020_611.html

⁶⁾ https://www.ifw-kiel.de/fileadmin/Dateiverwaltung/IfW-Publications/fis-import/b6400436-e48e-4080-8751- 9b6736201b75-KKB_119_2024-Q4_Welt_DE.pdf

⁷⁾ https://www.ifw-kiel.de/fileadmin/Dateiverwaltung/IfW-Publications/fis-import/b6400436-e48e-4080-8751- 9b6736201b75-KKB_119_2024-Q4_Welt_DE.pdf

Situation

1 Results of operations of the Group

	2024			2023	Change
	in EUR		in EUR		in EUR
	thousand	%	thousand	%	thousand	%
Revenue	98,071	100.1	101,115	99.9	-3,044	-3.0
Changes in inventories	-204	-0.2	-24	0.0	-180	750.0
Other own work capitalised	73	0.1	123	0.1	-50	-40.7
Total output	97,940	100.0	101,214	100.0	-3,274	-3.2
Other operating income	561	0.6	1,011	1.0	-450	-44.5
Operating performance	98,501	100.6	102,225	101.0	-3,724	-3.6
Cost of materials	-28,109	-28.7	-32,210	-31.8	4,101	-12.7
Personnel expenses	-35,657	-36.4	-35,423	-35.0	-234	0.7
Depreciation and amortisation	-5,446	-5.6	-5,291	-5.2	-155	2.9
Other operating expenses	-16,226	-16.7	-16,404	-16.2	178	-1.1
Other taxes	-352	-0.4	-317	-0.3	-35	11.0
Operating expenses	-85,790	-87.8	-89,645	-88.5	3,855	-4.3
EBIT (operational)	12,711	13.0	12,580	12.5	131	1.0
Non-operating effects	-117		-224		47
EBIT	12,534	12.8	12,356	12.2	178
Financial result	-1,318		-1,210		-108
Earnings before income taxes	11,216		11,146		70
Income taxes	-2,930		-3,109		179
Consolidated net income for the year	8,286		8,037		249
Thereof:
Non-controlling interests	56		44		12
Attributable to the shareholders of Masterflex SE	8,230		7,993		237

1.1 Revenue development and incoming orders

Group revenue totalled EUR 98,071 thousand in the 2024 financial year after EUR 101,115 thousand in the previous year. This corresponds to a decrease in sales of 3.0%.

As at 31 December 2024, the order backlog was at a high level and amounted to EUR 19.8 million (31 December 2023: EUR 20.5 million), with the order backlog only building up again in the fourth quarter of the 2024 financial year.

In the 2024 financial year, the two American companies and Matzen & Timm GmbH, which focuses on the aviation industry, were the main growth drivers. The share of medical technology fell from around 19% in 2023 to 18% in the 2024 financial year, due in particular to customers reducing their inventories and postponed projects.

The economic headwind was felt most strongly in Germany in the customer industries summarised under "Tech". Sales also fell moderately in the infrastructure sector.

1.2 Development of earnings

Earnings before interest and taxes (EBIT) rose to EUR 12,534 thousand in the 2024 financial year after EUR 12,356 thousand in 2023. This corresponds to an EBIT margin of 12.8% (2023: 12.2%) in relation to consolidated sales. This means that a double-digit EBIT margin was achieved for the third year in a row and, above all, increased compared to the previous year despite the decline in sales.

The development of the earnings position is derived as follows:

As in the previous year, inventories of finished goods and work in progress were reduced slightly in the 2024 financial year, mainly due to the decline in sales (2024: reduction of EUR 204 thousand). The capitalisation of other own work was below the previous year's level and amounted to EUR 73 thousand in the reporting year (2023: EUR 123 thousand).

Other operating income fell to EUR 561 thousand in the course of 2024 (compared to EUR 1,011 thousand in 2023), partly due to lower exchange rate gains from currency translation.

For the 2024 financial year, the cost of materials totalling EUR 28,109 thousand is reported, which corresponds to a cost of materials ratio (cost of materials in relation to total output) of 28.7% (previous year: cost of materials of EUR 32,210 thousand, cost of materials ratio of 31.8%). The significant decrease in the cost of materials and the significantly improved cost of materials ratio are due to the lower sales, a change in the sales mix towards higher-margin customer sectors (mix effect), productivity improvements (avoidance of start-up scrap) and the increased use of recycled materials in the production processes as well as successful purchasing management.

Personnel expenses rose nominally from EUR 35,423 thousand in 2023 to EUR 35,657 thousand in 2024. In relative terms, the personnel cost ratio rose from 35.0% in the previous year to 36.4% in the 2024 financial year. The increase in personnel costs is due to the annual wage and salary increases.

Masterflex continued to invest in both production expansions and replacement investments in 2024. This led to a slight increase in depreciation and amortisation. In the 2024 financial year, depreciation and amortisation amounted to EUR 5,446 thousand after EUR 5,291 thousand in the previous year.

At EUR 16,226 thousand, other operating expenses in the financial year were below the previous year's level of EUR 16,404 thousand. Increases in occupancy costs (energy) were offset by a volume-related decline in freight costs.

In total, EBIT in the 2024 financial year therefore totalled EUR 12,534 thousand (previous year: EUR 12,356 thousand). Adjusted for the non-operating effects (expenses) of EUR 177 thousand (previous year: EUR 224 thousand), operating EBIT totalled EUR 12,711 thousand after EUR 12,580 thousand in the previous year. The non-operating effects mainly include restructuring expenses. The operating EBIT margin (in relation to revenue) was therefore 13.0% in the 2024 financial year and thus above the 2023 figure of 12.4%.

Due to the dramatic rise in interest rates from summer 2022, the financial result also deteriorated by EUR 108 thousand in 2024 (2024: EUR -1,318 thousand; 2023: EUR -1,210 thousand) despite contractually compliant repayment of liabilities to banks as well as improved financial ratios (debt/equity ratio) and thus a falling interest margin. Income tax expenses decreased slightly from EUR 3,109 thousand to EUR 2,930 thousand in 2024.

Consolidated net income thus totalled EUR 8,286 thousand in the 2024 financial year after EUR 8,037 thousand in the previous year. Taking into account the non-controlling interests in a Group company, the shareholders of Masterflex SE accounted for EUR 8,230 thousand (previous year: EUR 7,993 thousand). The non-controlling interests include the ownership structure of the subsidiary in France (Masterflex SE: 80%).

Earnings per share increased from EUR 0.83 in the previous year to EUR 0.86 in the 2024 financial year.

1.3 Comparison of the actual with the forecast business development

We fell slightly short of the forecast for the 2024 financial year published in the combined management report 2023 in terms of sales and achieved EBIT in the lower third of the range of our expectations. The forecast for 2024 published in the 2023 combined management report assumed sales growth to between EUR 100.0 million and EUR 107.0 million and EBIT in a range of between EUR 12.0 million and EUR 15.0 million.

Despite the economic headwinds, the slight increase in EBIT in absolute terms and the significant percentage rise can be considered a successful, but also challenging, financial year.

2 Net assets of the Group

2.1 Asset structure

	December 31, 2024		December 31, 2023			Change
	EUR		EUR		EUR
	thousand	%	thousand	%	thousand	%
Intangible assets	13,251	14.1	13,353	14.3	-102	-0.8
Property, plant and equipment	36,116	38.5	35,753	38.2	363	1.0
Financial assets	86	0.1	62	0.1	24	38.7
Other assets	66	0.1	120	0.1	-54	-45.0
Deferred taxes	364	0.4	100	0.1	264	264.0
Non-current assets	49,883	53.2	49,388	52.8	495	1.0
Inventories	21,844	23.3	22,245	23.7	-401	-1.8
Receivables and other assets	10,579	11.2	11,032	11.7	-453	-4.1
Current assets	32,423	34.5	33,277	35.4	-854	-2.6
Cash and cash equivalents	11,584	12.3	11,026	11.8	558	5.1
	93,890	100.0	93,691	100.0	199	0.2

The balance sheet total increased only slightly by 0.2% from EUR 93,691 thousand as at 31 December 2023 to EUR 93,890 thousand as at the reporting date. The increase on the assets side of the balance sheet is primarily due to a slight increase in non-current assets with a simultaneous slight reduction in current assets and a slight increase in cash and cash equivalents.

Non-current assets amounted to EUR 49,883 thousand as at 31 December 2024 (31/12/2023: EUR 49,388 thousand) and were therefore 1.0% above the previous year's level. The increase is mainly due to a slight increase in property, plant and equipment and the recognition of deferred tax assets. Intangible assets (31/12/2024: EUR 13,251 thousand; 31/12/2023: EUR 13,353 thousand) include goodwill in the amount of EUR 9,187 thousand, which was confirmed in the annual impairment test. Additions to property, plant and equipment exceed depreciation in the financial year.

The decrease in inventories to EUR 21,844 thousand (31/12/2023: EUR 22,245 thousand) and in receivables and other assets from EUR 11,032 thousand as at 31 December 2023 to EUR 10,579 thousand as at 31 December 2024 essentially led to a reduction in current assets by EUR 854 thousand to EUR 32,423 thousand.

Cash and cash equivalents increased to EUR 11,584 thousand (31/12/2023: EUR 11,026 thousand) despite a EUR 5,000 thousand lower drawdown of the syndicated loan. See the comments in section B "Financial position of the Group", item 3.3 "Liquidity position".

2.2 Capital structure

	December 31, 2024		December 31, 2023		Change
	EUR		EUR		EUR
	thousand	%	thousand	%	thousand	%
Group equity	63,206	67.3	57,236	61.1	5,970	10.4
Non-controlling interests	379	0.4	366	0.4	13	3.6
Equity	63,585	67.7	57,602	61.5	5,983	10.4
Provisions	265	0.3	321	0.3	-56	-17.4
Financial liabilities	18,886	20.1	3,283	3.5	15,603	475.3
Other liabilities	588	0.6	625	0.7	-37	-5.9
Deferred taxes	1,052	1.1	1,024	1.1	28	2.7
Non-current liabilities	20,791	22.1	5,253	5.6	15,538	295.8
Provisions	145	0.2	154	0.2	-9	-5.8
Financial liabilities	1,648	1.8	20,862	22.2	-19,214	-92.1
Other liabilities	7,721	8.2	9,820	10.5	-2,099	-21.4
Current liabilities	9,514	10.2	30,836	32.9	-21,322	-69.1
	93,890	100.0	93,691	100.0	199	0.2

The Masterflex Group's equity increased by EUR 5,983 thousand to EUR 63,585 thousand as at 31 December 2024. The absolute increase in equity is mainly due to the increase in consolidated net income of EUR 8,286 thousand. The dividend payment of EUR 2,405 thousand had the effect of reducing equity (previous year: EUR 1,924 thousand).

The equity ratio (equity in relation to total assets) increased from 61.5% to 67.7% as at the reporting date. For further details, please refer to the consolidated statement of changes in equity for the 2024 financial year.

Due to the newly concluded syndicated loan agreement effective from 30 September 2024, the financial liabilities to banks were reclassified from current to non-current financial liabilities. In addition, the loan agreement valid until 30 September 2024 was repaid as scheduled and the utilisation of the loan agreement valid from 30 September 2024 was reduced from EUR 19,000 thousand to EUR 15,000 thousand. Non-current financial liabilities increased significantly due to the reclassification of current liabilities to banks to non-current liabilities to banks as a result of the restructuring of the syndicated loan with a term of five years. Correspondingly, current liabilities to banks decreased significantly.

Non-current liabilities increased by EUR 15,538 thousand from EUR 5,253 thousand as at 31 December 2023 to EUR 20,791 thousand as at 31 December 2024, mainly due to the reclassification effect.

Current liabilities decreased accordingly from EUR 30,836 thousand in the previous year to EUR 9,514 thousand as at the reporting date. Liabilities to banks were repaid in accordance with the contract. The amount repaid was EUR 1,000 thousand. In addition, the drawdown of the syndicated loan was reduced by EUR 4,000 thousand to EUR 15,000 thousand as at 31 December 2024.

3 Financial position of the Group

3.1 Principles and objectives of financial management

The short to medium-term financial management targets were achieved in 2024. These were in particular:

• A further strengthening of equity
• An improvement in the gearing ratio

Equity amounted to EUR 63,585 thousand as at 31 December 2024 after EUR 57,602 thousand in the previous year. With almost identical total assets, the equity ratio also increased to 67.7% as at the reporting date (2023: 61.5%).

The gearing ratio (net debt/EBITDA) improved to 0.5 as at 31 December 2024 after 0.7 in the previous year due to the better EBITDA (EBIT plus depreciation and amortisation) and lower net debt (sum of non-current and current financial liabilities less cash and cash equivalents).

3.2 Financing analysis

The Masterflex Group's cash and cash equivalents amounted to EUR 11,584 thousand as at 31 December 2024 (previous year: EUR 11,026 thousand). Net debt as at the reporting date was therefore EUR 8,950 thousand (previous year: EUR 13,119 thousand). The ratio of net debt to EBITDA at the end of the year was therefore 0.5 (previous year: 0.7). This ratio is a measure of the Group's level of indebtedness and is an indicator of how quickly debt can be reduced.

As at 31 December 2024, non-current and current financial liabilities decreased by EUR 3,611 thousand to EUR 20,534 thousand. This development was mainly due to the contractually compliant repayments of the syndicated loan rescheduled in 2019 and lower utilisation of the loan agreement valid from 30 September 2024.

In addition to the non-current and current tranches of the syndicated loan, the financial liabilities also include lease liabilities totalling EUR 5,701 thousand (previous year: EUR 4,193 thousand). There were no other bank liabilities at the end of 2024.

The borrowed funds provided are partially collateralised. There are no significant off-balance sheet financing arrangements.

3.3 Liquidity position

Cash and cash equivalents amounted to EUR 11,584 thousand as at 31 December 2024 (2023: EUR 11,026 thousand).

The main cash inflows were:

• Positive earnings before interest, taxes, depreciation and amortisation (EBITDA) of EUR 18.2 million
• Decrease in trade receivables of EUR 0.6 million
• Decrease in inventories by EUR 0.4 million
• Increase in trade payables of EUR 0.1 million

The main cash outflows were as follows:

• Investments in property, plant and equipment and intangible assets assets totalling EUR 2.8 million
• Net loan repayments of EUR 5.0 million
• Dividend payment of EUR 2.4 million
• Payment for income taxes of EUR 4.7 million
• Interest payments totalling EUR 1.1 million
• Payment for leasing liabilities of EUR 1.5 million
• Payments in connection with the conclusion of the new syndicated loan agreement of EUR 0.5 million
• Other payments of EUR 0.7 million

The cash flow statement included in the consolidated financial statements shows the reconciliation of cash and cash equivalents in the past financial year.

The solvency of the Masterflex Group was ensured at all times in 2024. In addition, Masterflex SE had a free, unutilised credit line - in compliance with defined covenants - from the syndicated loan agreement in the amount of EUR 40.0 million at the end of 2024.

Overall statement on the economic situation

Overall, the Group management assesses the earnings, net assets and financial position of the Masterflex Group as at the balance sheet date against the background of

• a nominal and relative improvement in earnings,
• renegotiated Group financing,
• the stability of the Group's equity and
• a significantly improved ratio of net debt to EBITDA of net debt to EBITDA of 0.5

stable and a good starting point for the Company's future development.

This also applies to the assessment by the Management Board for Masterflex SE. Details are presented in the following section.

Earnings, asset and financial positions of Masterflex SE

In addition to reporting on the Masterflex Group, we explain the development of Masterflex SE for the 2024 financial year below.

Masterflex SE is the parent company of the Masterflex Group and is headquartered in Gelsenkirchen, Germany. Its business activities essentially comprise the development, production and sale of high-tech hoses and connection systems made of high-performance plastics in Germany as well as the control and management of the global activities of the Masterflex Group. Masterflex SE produces its hoses and connection systems at its headquarters in Gelsenkirchen and via the Group in domestic and foreign subsidiaries. Distribution takes place via the Masterflex SE distribution system, via domestic and foreign subsidiaries and via selected contractual partners of the Masterflex Group.

The main management functions of the Masterflex Group are the responsibility of the Management Board of Masterflex SE. It defines the Group strategy and controls the allocation of resources and the organisation of the Group. In addition, the Management Board determines financing and communication with the most important target groups of the Masterflex Group and is responsible for global M&A activities. The economic development of Masterflex SE is essentially characterised by its production and sales success as well as its operating subsidiaries. In addition to the revenue success of Masterflex SE, the investment result from profit transfers and profit distributions of the investments is of central importance for the economic situation of Masterflex SE. Accordingly, the statements in section C "Opportunity and risk report"and the non-financial report published on the Masterflex Group's website also essentially apply to Masterflex SE.

The annual financial statements of Masterflex SE are prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). This results in differences in the accounting and valuation methods.

Revenue and earnings of Masterflex SE

Income statement of Masterflex SE according to HGB (short form)

	2024			2023 Change
	in EUR		in EUR		in EUR
	thousand	in %	thousand	in %	thousand	in %
Revenue	21,191	100.7	24,186	100.9	-2,995	-12.4
Changes in inventories	-208	-1.0	-260	-1.1	52	-20.0
Other own work capitalised	62	0.3	56	0.2	6	10.7
Total output	21,045	100.0	23,982	100.0	-2,937	-12.2
Other operating income	109	0.5	123	0.5	-14	-11.4
Operating performance	21,154	100.5	24,106	100.5	-2,952	-12.2
Cost of materials	-6,272	-29.8	-7,948	-33.1	1,676	-21.1
Personnel expenses	-10,886	-51.7	-10,537	-43.9	-349	3.3
Depreciation	-1,355	-6.4	-1,325	-5.5	-30	2.3
Other operating expenses	-5,634	-26.8	-5,501	-22.9	-133	2.4
Other taxes	-115	-0.5	-104	-0.4	-11	10.6
Operating expenses	-24,262	-115.2	-25,414	-105.8	1,152	-4.5
Operating result (EBIT)	-3,108	-14.7	-1,308	-5.3	-1,800	137.6
Financial result	11,785		11,164		621
Non-operating effects	-4		-76		72
Neutral result	-113		54		-167
Earnings before income taxes	8,560		9,833		-1,273
Income taxes	-1,562		-1,906		344
Net income	6,997		7,927		-929

The earnings position of Masterflex SE is largely determined by the business with high-tech hoses and connection systems at the Gelsenkirchen site as well as the profit distributions and profit transfers of the operating subsidiaries that operate this business at the other national and international sites.

Masterflex SE's revenue decreased by 12.4% compared to the previous year and, at EUR 21,191 thousand, was EUR 2,995 thousand lower than in the previous year. The revenue forecast, which assumed revenue growth of between 1% and 4%, was therefore not achieved at parent company level. The main reason for the decline in revenue was the environment characterised by the recession in the target industries supplied by Masterflex SE. There was a significant decline in revenue in mechanical engineering in particular, but also in the retail sector. The reduction in inventories in the 2024 financial year amounted to EUR -208 thousand, comparable to the previous year, in which inventories were reduced by EUR 260 thousand. The capitalisation of other own work is based on development projects and, at EUR 62 thousand in the 2024 financial year, was slightly above the previous year's level of EUR 56 thousand.

The total output (i.e. the sum of revenue, changes in inventories and other own work capitalised) of Masterflex SE thus decreased from EUR 23,982 thousand in 2023 to EUR 21,045 thousand in 2024, in particular due to the decline in revenue.

At EUR 109 thousand, other operating income in the 2024 financial year was below the previous year's figure of EUR 123 thousand.

As a result, operating performance (as the sum of total output plus other operating income) decreased by EUR 2,952 thousand to EUR 21,154 thousand in the 2024 financial year.

Due to more efficient production and targeted supplier management, the cost of materials decreased nominally and totalled EUR 6,272 thousand in the 2024 financial year (2023: EUR 7,948 thousand). The cost of materials ratio (cost of materials as a percentage of total output) thus improved to 29.8% (2023: 33.1%). Among other things, process optimisations aimed at saving materials in production and supplier management in purchasing had a positive impact here.

Personnel expenses totalled EUR 10,886 thousand in the 2024 financial year, compared to EUR 10,537 thousand in the previous year. In percentage terms, the personnel cost ratio (personnel expenses as a percentage of total output) deteriorated to 51.7% after 43.9% in the previous year. This is due to the increase in personnel expenses as a result of percentage increases and one-off payments (inflation compensation premium) as well as the relatively high proportion of fixed personnel costs due to the centralised functions.

Other operating expenses include expenses for freight, packaging and energy, which decreased again slightly in the 2023 financial year following some drastic price increases in 2022, only to rise again slightly in 2024. As a result, other operating expenses increased from EUR 5,501 thousand to EUR 5,634 thousand in the 2024 financial year, with the main increases being in occupancy costs, licence fees, particularly for IT licences, vehicle costs due to rising leasing rates and petrol costs, as well as maintenance costs.

Replacement investments carried out at the Gelsenkirchen location are reflected in slightly higher depreciation and amortisation. Depreciation and amortisation amounted to EUR 1,355 thousand in 2024 after EUR 1,325 thousand in the previous year.

Other taxes (mainly property taxes) rose to EUR 115 thousand in 2024 after EUR 104 thousand in the previous year.

In summary, this results in an operating result (EBIT) of EUR -3,108 thousand in the 2024 financial year (2023: EUR -1,308 thousand). In line with the forecast, EBIT was therefore significantly below the previous year's figure.

The financial result mainly includes income from investments and profit transfers from subsidiaries. The financial result increased by EUR 621 thousand to EUR 11,785 thousand in 2024.

In 2024, the non-operating effects include due diligence costs of EUR 4 thousand (previous year: EUR 76 thousand).

Overall, earnings before income taxes decreased from EUR 9,833 thousand in the previous year to EUR 8,560 thousand in the 2024 financial year.

Masterflex SE's net income for the 2024 financial year amounted to EUR 6,997 thousand (2023: EUR 7,927 thousand).

Development of the net assets and financial position of Masterflex SE

	December 31, 2024		December 31, 2023			Change
	in EUR		in EUR		in EUR
Asset structure	thousand	in %	thousand	in %	thousand	in %
Intangible assets	3,468	3.8	3,437	3.7	31	0.9
Property, plant and equipment	12,728	14.0	13,141	14.1	-413	-3.1
Financial assets	55,857	61.4	56,049	60.1	-192	-0.3
Non-current assets	72,054	79.2	72,627	77.9	-573	-0.8
Inventories	3,224	3.5	3,676	3.9	-452	-12.3
Receivables and other asset	12,997	14.3	12,645	13.5	352	2.8
Prepaid expenses and deferred charges	574	0.6	182	0.2	392	215.4
Current assets	16,795	18.4	16,503	17.6	292	1.8
Cash and cash equivalents	2,176	2.4	4,165	4.5	-1,989	-47.8
Total assets	91,025	100.0	93,295	100.0	-2,270	-2.4

The balance sheet total of Masterflex SE decreased by EUR 2,270 thousand to EUR 91,025 thousand as at 31 December 2024. The decrease in total assets is mainly due to the changes in cash and cash equivalents.

Non-current assets totalled EUR 72,054 thousand as at the reporting date and were therefore EUR 573 thousand lower than in the previous year. The change in this item is mainly due to the depreciation-related reduction in property, plant and equipment by EUR 413 thousand to EUR 12,728 thousand as at 31 December 2024.

Current assets, on the other hand, increased only slightly by EUR 292 thousand to EUR 16,795 thousand as at 31 December 2024. Inventories decreased slightly by EUR 452 thousand to EUR 3,224 thousand as at 31 December 2024, while receivables and other assets increased from EUR 12,645 thousand as at 31 December 2023 to EUR 12,997 thousand as at 31 December 2024. Prepaid expenses and deferred charges were EUR 392 thousand higher than the previous year's level of EUR 182 thousand.

Cash and cash equivalents amounted to EUR 2,176 thousand as at 31 December 2024 and were therefore EUR 1,989 thousand lower than in the previous year. This is mainly due to the EUR 5,001 thousand lower utilisation of the syndicated loan. As a result, liabilities to banks as at 31 December 2024 now amount to EUR 15,000 thousand compared to EUR 20,001 thousand as at 31 December 2023.

	December 31, 2024		December 31, 2023		Change
Capital structure	in EUR thousand	in %	in EUR thousand	in %	in EUR thousand	in %
Issued capital	9,618	10.6	9,618	10.3	0	0.0
Capital reserve	26,120	28.7	26,120	28.0	0	0.0
Retained earnings	4,115	4.5	4,115	4.4	0	0.0
Unappropriated profit	26,012	28.6	21,419	23.0	4,593	21.4
Equity	65,866	72.4	61,273	65.7	4,593	7.5
Liabilities to banks	15,000	16.4	0	0.0	15,000
Other provisions	265	0.3	321	0.3	-56	-17.4
Deferred tax liabilities	777	0.9	708	0.8	69	9.8
Non-current liabilities	16,042	17.6	1,029	1.1	15,013	1,459.1
Tax provisions	1,143	1.3	2,753	3.0	-1,610	-58.5
Other provisions	1,035	1.1	1,233	1.3	-198	-16.1
Liabilities to banks	0	0.0	20,001	21.3	-20,001	-100.0
Trade payables	451	0.5	636	0.7	-185	-29.1
Liabilities to affiliated companies	6,286	6.9	5,936	6.4	350	5.9
Other liabilities	202	0.2	434	0.5	-232	-53.5
Current borrowings	9,117	10.0	30,993	33.2	-21,876	-70.6
Total liabilities and shareholders' equity	91,025	100.0	93,295	100.0	-2,270	-2.4

Equity increased by EUR 4,593 thousand to EUR 65,866 thousand as at the reporting date due to the increase in retained earnings. With a simultaneous reduction in total assets, the equity ratio also increased to 72.4% after 65.7% in the previous year. Retained earnings comprise the net profit of Masterflex SE of EUR 6,997 thousand plus the profit carried forward of EUR 21,419 thousand less the dividend of EUR 0.25 per dividend-bearing share or EUR 2,405 thousand paid in July 2024.

As at 31 December 2024, there were amounts blocked from distribution totalling EUR 1,694 thousand, which are exclusively attributable to the capitalisation of internally generated intangible fixed assets (less the associated deferred tax liabilities).

The syndicated loan valid until 30 September 2024 was repaid in accordance with the contract. The new syndicated loan valid from 30 September 2024 was initially drawn down in the amount of EUR 19,000 thousand and reduced to EUR 15,000 thousand as at 31 December 2024. Due to the conclusion of the new syndicated loan agreement with a term of five years, liabilities to banks are now recognised under non-current liabilities. Current liabilities to banks decreased from EUR 20,001 as at 31 December 2023 to EUR 0 as at 31 December 2024. A total of EUR 5,001 was repaid.

Liabilities to affiliated companies increased by EUR 350 thousand as at 31 December 2024 due to loans taken out and amounted to EUR 6,286 thousand (2023: EUR 5,936 thousand).

Financial position of Masterflex SE

Cash and cash equivalents decreased to EUR 2,176 thousand as at 31 December 2024 after EUR 4,165 thousand in the previous year. No cash and cash equivalents are pledged. The change in cash and cash equivalents is shown in the following cash flow statement.

	in EUR thousand		2023
	Adjusted net income for the year	7,001	8,003
-	Non-operating expenses	-4	-76
=	Net income for the year	6,997	7,927
+	Depreciation of property, plant and equipment	989	978
+	Amortisation of intangible assets	367	347
+/-	Write-downs/write-ups on financial assets	-25	26
-/+	Decrease/increase in non-current provisions	-56	-26
=	Cash flow according to DVFA/SG	8,272	9,252
+	Loss from the disposal of fixed assets	2	0
-/+	Decrease/increase in medium and short-term provisions	-285	-534
-	Increase in inventories, trade receivables and other assets	-8,683	-8,239
+/-	Increase/decrease in trade payables and other liabilities	-734	2,666
-	Income from loans of financial assets	-771	-718
+	Interest expenses	1,519	1,373
-	Other investment income	-4,142	-4,178
+	Income tax expense	1,562	1,906
-	Income tax payments	-3,085	-337
=	Subtotal	-14,617	-8,061
=	Cash flow from operating activities	-6,345	1,191
-	Payments for investments in intangible assets	-398	-494
-	Payments for investments in property, plant and equipment	-577	-1,018
+	Proceeds from repayments of financial assets	9,251	7,734
-/+	Payments made/received for investments in financial assets	126	-2,616
+	Dividends received	4,142	4,178
=	Cash flow from investing activities	12,544	7,784
-	Payments to company owners	-2,405	-1,924
-	Payments from the repayment of (financial) loans	-5,000	-1,500
+/-	Payments made/received from the repayment/issue of loans to affiliated companies (net)	350	-1,381
-	Interest paid	-1,133	-983

in EUR thousand		2024	2023
=	Cash flow from financing activities	-8,188	-5,788
	Cash-effective changes in cash and cash equivalents	-1,989	3,187
+	Cash and cash equivalents at the beginning of the financial year	4,165	978
=	Cash and cash equivalents at the end of the financial year	2,176	4,165
	Composition of cash and cash equivalents at the end of the financial year
+	Means of payment	2,176	4,165

Composition of cash and cash equivalents

Cash and cash equivalents include bank liabilities due at any time as well as cash and cash equivalents.

Proposed appropriation of earnings

The Management Board and Supervisory Board propose to the Annual General Meeting that an amount of EUR 2,596,950.18 from the net retained profits of Masterflex SE as at 31 December 2024 in the amount of EUR 26,011,917.69 be distributed to the shareholders as a dividend on the 9,618,334 issued shares of share capital as at 31 December 2024 and that the remaining amount of EUR 23,414,967.51 be carried forward to new account.

The distribution will be made on the basis of the shares entitled to dividends at the time of the Annual General Meeting. In accordance with Section 58 (4) sentence 2 AktG, the shareholders' entitlement to the dividend is due on the third business day following the resolution of the Annual General Meeting, i.e. on 17 June 2025.

Non-Financial Statement

The summarised non-financial report and non-financial Group report in accordance with the CSR Directive Implementation Act will be submitted in a separate Sustainability Report 2024, which is published on the Company website at www.masterflexgroup.com.

C.Opportunity and Risk Report

Opportunity and risk management system for value-oriented corporate management

In principle, entrepreneurial activity is always associated with opportunities and risks. A risk is a possible future development or event that could lead to a negative deviation from the forecast or target for the Company. In contrast, we define an opportunity as a possible future development or event that could lead to a positive deviation from our forecast or target.

As an internationally active Company, we are exposed to numerous uncertainties and changes in all business transactions. Utilising the opportunities arising from these changes is the basis for the entrepreneurial success of the Masterflex Group. We must consciously take certain risks in order to take advantage of opportunities in the market and thus be able to realise entrepreneurial success in the future. Existing risks that could jeopardise the success of the Masterflex Group are systematically identified, monitored and managed as part of risk management. This applies equally to the opportunities and risks presented for Masterflex SE, which are of direct and indirect significance via its subsidiaries, as these can have a direct impact on the net assets, financial position and results of operations of Masterflex SE through low profit distributions and transfers and the assumption of losses. We endeavour to optimise identified risks to an acceptable, acceptable level and not just to minimise them, as otherwise opportunities would not be taken into account. To this end, we utilise insurance and contractual arrangements, among other things.

The Masterflex Group operates in a dynamic market environment characterised by many, generally smaller competitors, a wide range of target industries, great customer diversity, technical solution expertise, close integration with customers and suppliers and a high level of material and processing expertise.

Our opportunity and risk management is firmly anchored in the Group-wide communication, management and planning structures and is therefore an important component of corporate governance. Opportunities and risks are discussed with the management of the operating units at regular meetings. The monitoring of relevant topics is documented using checklists. In annual planning meetings, the individual risks of all consolidated companies are discussed in detail. The basis for this is our risk manual, which provides guidelines on how risks are identified, assessed and monitored.

Opportunity management

As part of our opportunity management, we continuously evaluate market data, analyse our competitors and scrutinise the alignment of our product portfolio, the efficiency of our organisation and use of resources as well as changes in customer requirements and derive market opportunities from this. Opportunities are analysed and tracked for achievability, necessary investments and risk potential both in the planning process and through regular monthly consultations with management.

Individual opportunities

Opportunities arising from faster strategy implementation

Our planning assumptions are based on a slight increase in global economic growth (see outlook in the management report). However, if the global economy develops more sustainably and dynamically than we have assumed, this will have a positive impact on our sales and operating result (EBIT) in the coming years, particularly as a result of fixed cost degression. Our strategic planning is based on the three pillars of profitability, growth and the circular economy. Our employees are the foundation of our success.

Opportunities arising from profitability

We are constantly working to optimise our workflows and processes in order to improve the efficiency of our global organisation. We use recognised methods for the continuous improvement of our processes. These methods utilise the expertise and experience of all employees involved from the areas concerned in order to constantly improve business processes in line with our corporate objectives. In some cases, we also work with external consultants for this purpose. Measures for optimisation and implementation are developed in regular workshops with the aim of improving our effectiveness, avoiding inefficiencies and continuously increasing our efficiency.

Opportunities arising from growth

The main drivers of our growth strategy are the rollout of the German product range abroad, the vertical deepening of the value chain and innovations.

Our sales distribution continues to focus on the eurozone, where we expect stronger growth compared to the global economy as a whole. In the global target markets we address, the focus is primarily on China and the USA. Above all in the USA, we expect positive effects based on a strong economic foundation. In China, on the other hand, we anticipate subdued growth opportunities.

If there is no positive impetus from the global economy and from the target markets relevant to us, this represents an economic risk for our internationalisation strategy. If, on the other hand, we succeed in implementing the internationalisation steps more quickly, in particular accelerating the market success of sales and thus generating revenue more quickly, Masterflex's growth in these regions will exceed our forecast.

Another focus will be on making all products sold in Germany available worldwide. We continue to see great growth potential here in all regions of the world.

We also want to deepen the value chain as far as possible by offering additional services and entire systems relating to hoses, thereby generating additional sales potential. If we succeed in doing this faster than assumed in our planning, this will have a positive impact on our growth.

The continuation of our growth trajectory also depends to a large extent on continuously bringing innovative solutions to the market in order to create added value for our customers. We are continuously working on our innovation management. If we are able to bring significantly more innovations to the market in a much shorter time than planned, this will have a positive impact on our earnings, net assets and financial position.

Opportunities arising from the circular economy

The increasing importance of sustainable economic concepts opens up considerable opportunities for the Masterflex Group in the circular economy. By developing and using recyclable and resource-saving materials, we can not only fulfil ecological requirements, but also tap into new market potential. With the Group strategy HERO@ZERO, Masterflex is taking an active role in the transition to the circular economy. To this end, Masterflex is working on establishing a circular economy system for hose and connection solutions. In particular, innovative product designs that enable the recycling and extension of the service life of our hoses and connection systems offer competitive advantages. In addition, regulatory requirements for sustainability and increasing customer demand for environmentally friendly solutions open up further growth potential. The Masterflex Group therefore sees the circular economy as a strategic opportunity to generate longterm added value and at the same time reduce the consumption of resources for its customers.

Opportunities arising from personnel management

Our employees are the basis of our success. They are the source of added value, the source of ideas for innovations and partners for our customers and suppliers, and therefore the driving force behind our growth and improved profitability.

We will continue to focus on developing our employees and thus increasing the efficiency of our global organisation. If we succeed in doing this faster than assumed, this will have a particularly positive impact on sales, the EBIT margin and cash flow.

Risk management system

Masterflex SE has implemented an integrated risk management system for its Group, which also includes a risk early warning system to ensure the continued existence and future target achievement of the Group by identifying, assessing and managing risks at an early stage. Comprehensive standards, methods and tools are available and ensure prompt reporting to the Management Board. The Management Board also reports to the Supervisory Board in this regard at the quarterly Supervisory Board meetings.

As part of the comprehensive risk management system, Masterflex has an internal control system relating to the (Group) accounting process. The aim is to ensure proper and effective accounting and financial reporting.

The risk of financial reporting is that our annual, consolidated and interim financial statements could contain misrepresentations that could potentially have a significant influence on the decisions of their addressees. We have therefore developed an accounting-related internal control system (ICS) aimed at identifying potential sources of error and limiting the resulting risks. This internal control system extends to the entire Masterflex Group and is constantly being developed further. The key accounting principles are documented in an accounting manual for the Group, which is also continuously developed and adapted to new legal requirements.

The structure of the accounting-related ICS results from the organisation of our accounting and financial reporting processes. One of the core functions of these processes is the management of the Group and its operating units. The starting points are the targets developed by the Management Board and approved by the Supervisory Board. A rolling medium-term plan is drawn up on the basis of these targets and the monthly forecast plans for operational development.

We identify financial reporting risks at the level of the individual divisions using quantitative, qualitative and procedural criteria. The ICS is based on our generally binding guidelines and ethical values. In an annual control process, we assess whether the necessary control measures actually took place and were carried out correctly.

The accounting-related internal control system and its effectiveness as well as the general control system are a regular part of the Supervisory Board meetings.

On this basis, the Masterflex Group understands risk management as the targeted safeguarding of existing and future potential for success, as well as the targeted management of known risks. Our risk management system comprises risk identification, assessment, control and management. We have also established communication channels for the main opportunities and risks in the central departments and operating units. This structured approach to risks stabilises the net assets, financial position and results of operations of Masterflex SE and the Group. The Masterflex Group's risk management is embedded in existing structures and is therefore an integral part of corporate management and business processes. Strategic corporate planning, internal reporting and the internal control system are the core elements of the risk management system alongside the risk manual.

Our risk management is standardised and applies throughout the Group. This ensures that all risks are identified, analysed and evaluated systematically, uniformly and across the Group. The risk inventory by the management of the operating units takes centre stage. Individual risks are identified, allocated to risk areas and assessed in a standardised manner. The resulting risk transparency helps us to select suitable control and countermeasures.

Our risk assessment is made up of the two components of probability of occurrence and potential loss.

For the criterion of the probability of occurrence of a risk, we distinguish between the categories "unlikely" (probability of less than 30%), "possible" (probability of between 30% and 59%) and "probable" (probability of 60% or more).

When determining the extent of damage, we differentiate between "minor", "medium" and "severe" effects on the earnings, net assets, financial position and cash flow.

We set both components in relation to the key performance indicators of adjusted EBIT and cash flow and distinguish between

• High risk > Need for action
• Medium risk > Indirect need for action
• Low risk > No need for action

The following chart illustrates these relationships.

Extent of damage (in catogeries)

Our risk presentation is based on the net method, taking into account risk-reducing measures that have already been realised as part of risk management.

We manage risks through measures that are suitable for preventing (application of risk policy principles), transferring (conclusion of insurance policies) or reducing (continuous improvement of the internal control system and processes) risks.

To assess our risk-bearing capacity, we aggregate all material risks and determine the financial resources available to us as cover funds in the event of risk materialising. In the risk-bearing capacity calculation, we compare the risk aggregation with the risk cover funds. The calculated risk-bearing capacity determines the maximum level of risk that we can bear without jeopardising the existence of the Masterflex Group. In addition to the high level of equity, free liquidity also plays a major role in the assessment.

In the following, we have listed the main areas of risk that could have a significant impact on our business development as well as our net assets, financial position and results of operations. In addition, there are risks that we are not yet aware of, as well as risks that we currently consider to be less significant, but which could have a negative impact on Masterflex SE and our Group if the situation changes.

Annual Report 2024

Individual risks

IT risks

The constant availability of IT systems is an essential prerequisite for maintaining business operations at the individual locations. Internal and external experts therefore work continuously to optimise the centralised and decentralised information systems, their availability and security. Differentiated backup strategies and redundant data lines are used to prevent availability failures and data loss. The hardware and software components currently available are always used to protect against possible operational disruptions from outside, such as the penetration of malware into the IT system through hacking or virus attacks. Technical protective measures include the use of anti-virus programmes and firewall systems as well as comprehensive access controls. Masterflex SE and some of its subsidiaries use the services of external computer centres to meet these requirements. In addition, we train our employees through cyber security awareness training in order to convey sustainable secure behaviour in the digital space and thus increase our defences against cyber attacks.

Nevertheless, external attacks or IT malfunctions cannot be ruled out. Due to the observed global increase in threats to information security and increased professionalism in computer crime, we consider the probability to be given against the background of the discussion on issues of data security and espionage or external attacks on our networks. These would have a serious impact on the earnings, assets and financial position of , so we continue to see a high risk here.

Regulatory risks

The Masterflex Group is active in many parts of the world with its own employees and companies. We must comply with the applicable legal regulations in every country in which we operate. The large number and increasing complexity of the relevant regulations at national and international level increase the risk that non-compliance could result in considerable legal and economic disadvantages for us, such as fines, profit skimming or claims for damages. Even the mere accusation of a breach of the law could have a negative impact on our reputation and share price.

The regulatory environment has become significantly stricter at national and international level in recent years. Together with our lawyers and auditors, we keep abreast of new legal requirements, applied case law and innovations in compliance issues.

The Code of Conduct, which applies to all Masterflex companies, sets out the ethical and legal framework for our business activities. Our compliance management system is designed to ensure that our business activities worldwide are in line with the law and regulations that apply to us as well as our internal implementation regulations. We pursue this goal through targeted training and communication measures as well as the clear demonstration of our corporate culture by management (tone from the top). We are continuously working on further developing our compliance management system within the Group and reducing compliance risks.

The increasing number and complexity of national and international legal frameworks entail considerable risks for our business activities. Despite the comprehensive compliance programme and existing internal controls, it cannot be ruled out that individual employees may circumvent established control mechanisms and violate laws or internal rules of conduct or behave fraudulently for their own benefit. We categorise the occurrence of this risk as possible. A breach could have a significant impact on the Company's earnings, assets and financial position as well as its reputation. Overall, we categorise the regulatory risks as medium.

Acquisitions and divestments

The Masterflex Group's strategy includes strengthening the hose business through company mergers or acquisitions.

Despite careful planning and examination, business combinations and acquisitions are associated with risks that can have a negative impact on the earnings, net assets and financial position. There is also a risk that such measures could result in considerable costs. Company acquisitions can burden our financing structure as the acquiring company. A further risk is that write-downs on non-current assets, including goodwill, may become necessary due to unplanned developments. There are also risks in the internal transfer of knowledge. Relevant knowledge of new employees must be transferred within the Masterflex Group and secured in the long term so that the ability to innovate is promoted by newly acquired valuable knowledge.

Acquisitions always represent a considerable risk. We counter this with a variety of methodical and organisational measures. For example, we always carry out a technical, operational, financial and legal due diligence review of potential acquisition targets. We assume a low risk with regard to process control. An acquisition would have a significant impact on the net assets, financial position and results of operations. We therefore categorise this possible future event as a medium risk.

Acquisitions that support the Masterflex Group's strategy may also be made in the coming years.

Financial risks

Financial risks include liquidity, market price and default risks. These risks can result from transactions in the operating business, their hedging, financing decisions and changes in the value of financial items in the balance sheet. In the Masterflex Group, we optimise and monitor centrally managed Group financing, thereby limiting financial risks.

The liquidity risk for the Masterflex Group is the risk of not being able to fulfil its financial obligations in the future. Medium and long-term liquidity management is managed centrally in Gelsenkirchen by the Chief Financial Officer. All Group companies plan and monitor liquidity independently. A centralised cash management system has not been set up. Liquidity is essentially secured by the operating cash flow and a high level of cash and cash equivalents. The Group companies report to the Management Board of Masterflex SE at periodic intervals on the basis of different time horizons on short-term, medium-term and long-term liquidity.

The type of financing instruments used, the maximum limits for their conclusion and the group of banks involved are regulated in a binding manner. The counterparty default risk is reduced by consistently obtaining credit information, setting credit limits and active debtor management, including dunning and active debt collection. Nevertheless, individual - even major - defaults on customer receivables cannot be ruled out.

The basic risk strategies for interest rate, currency and liquidity management are determined centrally by the Management Board. Financing and hedging decisions are made on the basis of the financial and liquidity planning of all corporate units.

With the exception of individual customers, there are no significant business and financing activities in foreign currencies. In the case of individual customers or individual items, the Masterflex Group evaluates the potential exchange rate risks taking into account all significant variables (including the size of the transaction, term, exchange rate development) and, if necessary, hedges against these risks using conservative hedging instruments. There is currently only one such case within the Masterflex Group. Cross-currency financing within the Group, which naturally leads to foreign currency positions within the Group, does not currently exist to any significant extent. Translation risks arising from the translation of balance sheet items originally denominated in foreign currencies are not hedged within the Group. Masterflex SE also does not hedge its net asset claims from Group companies outside the eurozone.

In addition to other obligations, the syndicated loan agreement also includes two covenant regulations. Masterflex SE undertakes to comply with defined financial ratios at Group level: the gearing ratio and the equity ratio. These key figures are heavily dependent on the course of business. In the event of a strongly negative business performance, we may not be able to comply with these key figures.

If these key figures are not met, the lenders are authorised to terminate the overall loan commitment. However, the corona crisis has shown that Masterflex is so robustly positioned that the key figures were also complied with during this time.

Based on current and planned business development, the financial ratios were met. For example, the contractually prescribed upper limit for the "gearing" ratio (calculated in accordance with the syndicated loan agreement at Group level) was 3.0 in 2024. In contrast, Masterflex SE initially achieved a gearing ratio of 0.7 in 2024. As at the balance sheet date of 31 December 2024, this ratio was 0.5.

The lower limit of the second ratio, "equity ratio" (calculated in accordance with the requirements of the syndicated loan agreement by adjusting the balance sheet equity for certain assets), was 40.0% in 2024. In contrast, Masterflex SE achieved an equity ratio of 66.1% as at the 2024 balance sheet date and was thus always well above the prescribed lower limits. Thus, the covenants could only be breached in the event of a significant deterioration in future results.

Due to the low level of foreign currency transactions, the relatively small size of the business and the existing syndicated loan agreement with a remaining term until 30 September 2029, the financial risks in the Masterflex Group are considered to be medium due to the covenant situation.

Economic, political and social risks

The global economy, the financial markets and the political environment are characterised by extreme uncertainty. Global economic prospects are characterised in particular by the further course of the war in Ukraine and a possible geographical expansion of the conflict as well as the economic consequences. Bottlenecks in the supply of gas and raw materials, high energy, material and commodity prices and the associated high inflation rates pose major challenges for national economies. The effects of the numerous influencing factors mentioned on the overall economy and society cannot be predicted at present.

The war in Ukraine has led to economic relations with Russia and Belarus being broken off, at least temporarily. However, this only led to minor revenue losses for Masterflex. However, cost increases in the energy sector and in the procurement of raw materials in the context of international sanctions will continue to be the result. Despite the efforts of numerous national economies and companies to free themselves from dependence on fossil raw materials, the consequences of the lack of gas and crude oil supplies from Russia are not yet foreseeable. The same applies to the consequences of a spreading war. This also applies in connection with the war in the Gaza Strip and the potential impact on supply chains as a result of further attacks by Houthi rebels on the Suez Canal. Other geopolitical uncertainties include Hamas terrorism and the resulting reignition of the Middle East flashpoint and China's threats of war against Taiwan. A China-Taiwan conflict represents a major risk on the supplier side. Numerous branches of industry would have to establish alternative supply branches in the event of a military conflict. There is also the risk of a further escalation of the existing trade conflicts between the USA and China as well as Europe and China.

Ongoing political risks in the eurozone, such as a resurgence of the debt crisis as a result of rising interest rates, further independence debates or the sustained success of protectionist, anti-European and anti-business parties and political alignments, could reignite a euro crisis or jeopardise the future of the eurozone altogether. Events such as a global economic crisis, a prolonged recession in our target countries, an unsustainable increase in government debt, significant tax increases and natural disasters can have a negative impact on our business activities. Growing nationalism, landmark elections and terrorist threats also mean increasing political and economic risks. Instability in the economic, political and social situation could therefore have a negative impact on our earnings, assets and financial position. The Management Board is taking measures to minimise the potential negative effects should these risks occur. These essentially include concentrating on sectors that are less dependent on economic cycles, increasing diversification in terms of sales and procurement markets, making costs more flexible in conjunction with ongoing cost management, simplifying processes and organisational structures, producing in the respective continents and securing long-term financing.

As a result of the aforementioned risks, economic development in our sales countries could be weaker than anticipated in our planning and therefore have a negative impact on our sales and EBIT targets. Despite the measures we have introduced, we cannot rule out the occurrence of this risk, but we continue to classify it as medium due to our stabilised business model and our experience from the coronavirus crisis, from which we have emerged stronger

Procurement market risks

On the procurement side, both the availability of raw materials and primary and intermediate products as well as the development of purchase prices represent a risk for our company. We counter these price and procurement risks through international purchasing, long-term supply contracts and the continuous optimisation of the supplier portfolio. When selecting suppliers, the Masterflex Group focuses on performance and quality. In the case of significant purchased parts or quantities, we endeavour to work closely with suppliers and involve them in new developments at an early stage of the project. These co-operations also give rise to risks for the Masterflex Group, which can manifest themselves in a relationship of dependency on the supplier. In order to limit risks, a so-called second-source strategy is pursued in order to avoid dependence on one supplier.

Due to the current supply chain situation and the potential threat posed by the war in Ukraine, we consider the risk relating to the availability of raw materials and the loss of suppliers to be a medium risk with a medium impact on the results of operations, net assets and financial position. This also applies in connection with the war in the Gaza Strip and possible effects on supply chains as a result of further attacks by Houthi rebels on the Suez Canal.

Personnel risks

Committed and qualified employees and managers are of the utmost importance for the economic success and future development of the Masterflex Group. We counter the intense competition for qualified specialists and managers and the associated risks in the form of a loss of expertise due to employee turnover with attractive training opportunities, family-friendly working time models and a performance-related remuneration system. There may also be temporary staff shortages due to illness, such as colds and flu, which we counteract with comprehensive behavioural and hygiene concepts in the area of occupational health and safety. We counteract the loss of expertise carriers or competent specialists and managers and the associated loss of knowledge through measures for internal knowledge transfer, automation of production processes, training and documentation. Overall, we continue to categorise personnel risks in the Group as low.

The Masterflex Group's ability to attract, integrate, develop and retain young specialists and managers is becoming increasingly important. The necessary steps have been taken in personnel recruitment and development; these include performance-related remuneration, conducting annual employee appraisals, the further qualification of employees, the development of future prospects, cooperation with universities and research institutes as well as informing interested young people about career opportunities in the Masterflex Group at an early stage. These endeavours will be further intensified in the future due to demographic developments. In order to give further impetus to these measures and to expand the potential for new specialists and managers for the Masterflex Group, women and people of different nationalities or older ages will also be targeted and their qualifications further developed. In view of the noticeable shortage of specialists and managers, as a medium-sized company we also see this as an opportunity to compensate for possible competitive disadvantages on the personnel market compared to large companies.

Production risks

We counteract possible production downtime caused by natural disasters or fire damage, for example, with preventive maintenance measures, the provision of important replacement components, activities in the area of fire protection, employee training and the establishment of a network of external suppliers as well as within the Masterflex Group. Should damage nevertheless occur, we are insured against business interruption and property damage to an economically reasonable extent and thus transfer risks to external insurers. In addition, our production is not limited to one location.

Based on past experience and current global risk reporting, we consider the probability of a catastrophe occurring to be low. We categorise the remaining residual risk as low overall.

Risks associated with deteriorating efficiency

Savings were once again achieved in the 2024 financial year thanks to a series of efficiency measures. Significant cost optimisations resulted in particular in the area of material usage and other expenses. If these efficiency measures cannot be further developed and implemented in the long term, the general cost increases will offset the effects of the measures already implemented.

We categorise this risk as low overall, as the savings achieved show that we are well on the way to a sustainable increase in efficiency.

Sales market risks

On the sales market side, long-standing existing customers may be lost. As the Masterflex Group is active in many industries and markets and also supplies many different customers, there is no dependence on one industry or one single customer.

The general customer risk (e.g. loss or insolvency of major customers, increase in price pressure due to market dominance) is counteracted by the broad diversification of the customer structure. We are also expanding our activities in sectors that are relatively independent of economic fluctuations, such as medical technology or the food and pharmaceutical industries. In this way, we are also counteracting dependencies on cyclically weak sectors.

We are countering a possible increase in competitive pressure in our product groups, partly due to growing market transparency, by constantly improving our products and services as well as our business processes. The level of our sales prices could suffer from the aggressive behaviour of our competitors and increasing market transparency. We counteract this by constantly reviewing our cost structures and developing new, unique products with a unique selling proposition.

Due to our broad customer and sector diversification, we consider this risk to be low, as the loss of individual customers would only have a limited impact on our earnings, assets and financial position.

Technology and quality risks

As an award-winning top innovator offering internationally competitive products and services, the Masterflex Group is exposed to the risk of losing this position due to declining innovative strength or human error and loss of expertise. In order to avoid this, we promote a continuous, structured research and development process in order to fulfil customer requirements. We counteract the risk of loss of expertise through appropriate confidentiality and invention protection agreements and by sensitising employees to the handling of confidential information. In addition, sensitive data is only made accessible to a selected and limited group of people. To ensure that this continues to be the case in the future, an innovation management process has been in place for several years and is being continuously optimised: An internal committee of experts decides on further developments in accordance with clear process and evaluation guidelines (known as the stage-gate process). The members make decisions based in particular on market analyses and profitability considerations.

In addition, close cooperation with customers is sought in order to be able to develop new applications and markets at an early stage. Further details on this process can be found in section A "Research and development".

The recognised quality of our products and a high delivery capacity are important prerequisites for our success. In order to control such factors in the context of service provision, we attach great importance to quality assurance. Quality-related risks in the Group are consistently minimised through demanding quality standards in development, intensive testing along the entire process chain and constant contact with suppliers.

Due to the large number of products and thus the independence from one product or manufacturing process as well as the low number of warranty cases in the past, we consider the technology and quality risks to be low in terms of their impact on the net assets, financial position and results of operations.

Tax risks

Tax risks may arise in particular from tax audits, as a result of which the tax authorities could demand additional tax payments, which would impair the liquidity of the Masterflex Group. We currently assess the occurrence of tax risks as unlikely and consider the overall risk to be low.

Legal risks

We are not currently aware of any legal disputes that could have a significant impact on the net assets, financial position and results of operations of the Masterflex Group.

Risks from legal disputes cannot be ruled out in the future either. Appropriate provisions have been made for impending legal disputes. Nevertheless, it cannot be ruled out that the provisions recognised in the balance sheet will not be sufficient. In order to avoid new legal risks, contracts that are of economic significance for the Masterflex Group are reviewed by external lawyers before they are concluded. Overall, we see a low probability of these risks materialising.

Summary and overall statement on the current opportunity and risk situation of the Group and Masterflex SE

At present, there are still no known risks that could jeopardise the continued existence of Masterflex SE or the Masterflex Group, either individually or as a whole.

In addition to global risk factors, the expected development of the Masterflex Group's net assets, financial position and results of operations may be adversely affected by negative or even recessive business developments in individual sectors or economies.

The possible departure of a large number of specialists and managers within a relatively short period of time would also have a negative impact on our further development. This also applies in the event of significant disruptions to the operation of our IT systems. In the area of human resources, we will make every effort to remain an attractive employer in the future. We try to minimise IT risks by optimising our centralised and decentralised information systems, their availability and their security.

In addition, our results of operations, net assets and financial position may be significantly impaired in the future if the Masterflex Group is unable to adapt sufficiently to changes in the markets - particularly if no new high-quality products can be developed, manufactured and sold. Such an undesirable development could lead to extraordinary write-downs on internally generated assets and intangible assets.

Neither the war in Ukraine nor the other geopolitical trouble spots in the Middle East will have any serious impact on the development of Masterflex as things stand. However, this could change as a result of a dramatic escalation in the crisis regions. The revenue risk is currently not foreseeable due to a possible worsening of the supply situation on the raw materials side, which may not be able to be passed on to the end consumer. The Group is countering this by reducing expenditure to the minimum necessary for operations and making costs more flexible. However, it is difficult to make a conclusive risk assessment at this time. In principle, the Management Board remains convinced of the effectiveness of its opportunity and risk management and the measures taken.

The Management Board currently considers Masterflex SE and the Masterflex Group to be well positioned to manage the known risks. Both on the process side and due to the short communication channels, changes in the risk situation are recognised by the Management Board at an early stage and dealt with in a targeted manner.

Against the background of risk-bearing capacity, Masterflex considers cyber attacks and compliance violations to be the greatest risks in an increasingly complex legal landscape. However, the Management Board does not consider any of these risks to jeopardise the continued existence of the Company. Only an accumulation of several of these risks, which the Company considers to be very unlikely, could escalate into a risk jeopardising the continued existence of the Company. With a very adequate equity base and satisfactory free liquidity, Masterflex Group SE considers itself to be well positioned even in the event of risks materialising.

The organisation of the compliance system

Compliance is of central importance to the Management Board and the Supervisory Board of Masterflex Group SE and is one of the basic prerequisites for the sustainable success of the Masterflex Group. In simple terms, compliance initially means adherence to all applicable legal provisions and internal rules. The Masterflex compliance management system (CMS) describes the measures, structures and processes that work towards responsible, ethically correct and lawful behaviour by the Management Board and Supervisory Board as well as by the entire management and all employees of the Masterflex Group.

As an internationally orientated group of companies, the Masterflex Group is subject to a large number of laws, guidelines, regulations and ordinances. To this end, at the beginning of 2015, it supplemented its corporate mission statement with a Group-wide Code of Conduct for all employees and managers that applies to all divisions and locations. These principles of conduct set a minimum standard for ethical and legally compliant behaviour.

The Masterflex Group is committed to complying with the highest possible ethical and legal standards vis-à-vis its shareholders, employees, business partners, competitors and society. They are anchored as an essential part of the corporate culture and are increasingly integrated into operational processes.

Compliance is one of the basic requirements for sustainable management and the success of the Masterflex Group. The Company management expressly shares this view. Every employee of the Masterflex Group receives a personal copy of the Code of Conduct, is trained with regard to the Code of Conduct and instructed to make the principles of behaviour a binding standard for their own actions.

The Management Board, Supervisory Board and all managers act as role models and continuously support their employees in complying with the applicable regulations. Even the mere appearance of improper behaviour by management or employees should be avoided throughout the Masterflex Group's business activities.

The Masterflex Group has established a CMS that pursues a preventive compliance approach and strives for a corporate culture that sensitises and educates employees and aims to prevent systematic misconduct.

The compliance organisation is headed by the Chief Compliance Officer (CCO), who reports regularly and directly to the Management Board of Masterflex SE on all compliance-relevant issues, in particular on the steps taken to further develop the Masterflex Group CMS as well as on any violations that have become known, their sanctions and corrective and preventive measures. The Management Board in turn reports to the Supervisory Board regularly and, if necessary, on an ad-hoc basis on the current status of compliance activities in the Masterflex Group.

In the reporting year, training courses were held on compliance and principles of conduct, anticorruption, data protection and data security as well as other relevant compliance topics aimed at ensuring lawful and ethically sound, responsible behaviour.

By communicating compliance-relevant topics to affected employees in the individual Group companies, the compliance organisation always offers support, provides guidance, raises awareness and clarifies matters. Compliance in the Masterflex Group is therefore an integral part of operational processes and a basic prerequisite for sustainable management.

D.Forecast report

The following statements on the future business development of the Masterflex Group and on the assumptions regarding the economic development of markets and industries that are considered to be material are based on our estimates, which we currently consider to be realistic according to the information available to us. However, against the background of the current economic environment, as in previous years, these are subject to significantly greater uncertainties than in economically calmer times and harbour the unavoidable risk that the forecast developments will not actually occur either in terms of their trend or their extent.

Outlook

Economy 2025

For 2025, the IfW anticipates a further slight slowdown in global economic growth from 3.2% in 2024 to 3.1%. Above all, economic and trade policy uncertainties due to the unclear extent and impact of the new US government's protectionist policies pose a risk to global trade and global economic development. It could also have a negative impact on the development of inflation and thus slow down the expected further easing of monetary policy. This in turn would have a negative impact on economic growth. Structural problems will also continue to weigh on growth in some countries, such as China. In the advanced economies, an expected slight slowdown in the US economy should be offset by other countries, meaning that stable growth of 1.8% (2024: 1.8%) is forecast for this group. The Chinese economy continues to suffer from the unresolved crisis in the property sector and the tightening of trade policy in the US is also likely to weigh on the economy. According to the IfW, GDP growth here is expected to fall from 4.9% in 2024 to 4.4% in 2025.

With growth expected to weaken, Asia as a whole will also see lower growth despite the robust development of other emerging Asian countries. By contrast, growth in Latin America and Africa is expected to increase - in some cases significantly. Global inflation is expected to fall further, due in particular to a significant easing in Latin America. Inflation rates remain very high, particularly in Africa.8)

The German Bundesbank assumes that the German economy will only slowly recover in the course of 2025. The weak economy, which is now also having an impact on the labour market, is putting the brakes on private consumption. Exports will also only increase slowly again and will not regain their previous momentum. With some delay, investments should then also pick up again and also benefit from better financing conditions. Risks exist in particular with regard to increasing protectionism, geopolitical conflicts, the effects of structural changes and the direction of future financial and economic policy after the German general election, with the downside potential prevailing.9)

⁸⁾ https://www.ifw-kiel.de/fileadmin/Dateiverwaltung/IfW-Publications/fis-import/b6400436-e48e-4080-8751- 9b6736201b75-KKB_119_2024-Q4_Welt_DE.pdf

⁹⁾ https://publikationen.bundesbank.de/caas/v1/media/947558/referenceDoc/150cee1b183b834ec94aabfbcab19eaa

Economic development in the European Union is expected to improve slightly in 2025. The IfW expects GDP to grow by 1.2% in 2025 (2024: 0.9%). This estimate is based on both a revival in private consumption against the backdrop of higher real wages and the widespread stabilisation of inflation as well as the increasing improvement in financing conditions. The European Central Bank has continued its monetary easing in 2025 and implemented a further interest rate cut of 0.25% in January.

According to the IfW, the strong momentum of the US economy is expected to slow somewhat in 2025. A weakening of the labour market will have a dampening effect on wage growth. In addition, government spending and investments are expected to grow much less strongly. The central bank is likely to loosen its monetary policy further, albeit probably more slowly than the markets originally expected. Against this backdrop, GDP growth is expected to fall from 2.8% in 2024 to 2.4% in 2025.

Anticipated development of the industries of relevance to Masterflex

High-tech hoses and connection systems from the Masterflex Group are used in a wide range of industries. The development of the Masterflex Group therefore depends directly on the development of the relevant markets.

The technological requirements for precision and hygiene are increasing, particularly in the "Life" industries, such as medical technology, the food and pharmaceutical industries and the laboratory and biotechnology industries. These trends are also opening up new application and sales potential. The industries categorised under "Infrastructure", such as renewable energies and the heating and ventilation business, are benefiting from ongoing decarbonisation and climate protection, while the customer industries grouped under "Mobility", which combine activities in the aviation, rail and automotive industries, are growing due to the ongoing megatrend of mobility and lightweight construction in e-mobility. The market outlook for the "Tech" industries, which include traditional industries such as mechanical engineering, plastics, semiconductors and robotics, is mixed. After the VDMA has already stated a real decline in production of 8% for 2024, a further decline of 2% is expected for 2025.10) The record-breaking robotics and automation industry in Germany has also lost competitiveness. After turnover had already fallen by 6% to EUR 15.2 billion in 2024, the VDMA Robotics + Automation Association (VDMA R+A) does not expect any improvement in 2025 either. Sales are expected to fall by a further 9% to EUR 13.8 billion. In principle, the trade association sees the long-term growth trends for the industry of the future as intact, but criticises, among other things, excessive dependence on the automotive industry, excessive regulation and high costs.11) The increasing demand for AI and high-performance computing continues to drive the global semiconductor industry. Growth of 15% is forecast for the year 2025.12)

In summary, Masterflex is pursuing a growth strategy in line with the "Hero@Zero" strategy for all sectors - with above-average growth in medical technology and aviation.

12) https://www.netzwoche.ch/news/2024-12-13/globaler-halbleitermarkt-waechst-2025-um-15-prozent

¹⁰⁾ https://www.vdma.org/viewer/-/v2article/render/133893909

¹¹⁾ https://www.vdma.org/viewer/-/v2article/render/139724825

Expected development of the Masterflex Group

The outlook for the global economy remains subdued with a view to 2025. The Kiel Institute for the World Economy (IfW) anticipates a further slowdown in global economic growth from 3.2% in 2024 to 3.1%. Above all, geopolitical, trade and economic policy uncertainties continue to make companies and consumers cautious. For 2026, the IfW forecasts continued weak but stable growth of 3.1%.

Despite the volatile development of the global economy expected by the economic institutes, the Masterflex Group is aiming for further growth in all customer industries in the 2025 financial year, with disproportionately high opportunities for customers in medical technology and aviation. In addition to the general growth expectations, this confidence is also based on the ongoing vertical integration of our product portfolio and the further development into a system provider, the expansion of the product range and individual special projects.

The expansion of capacities in the aviation sector through the establishment of a production facility in Morocco will have a noticeable impact on costs, particularly in 2025. Nevertheless, the Management Board assumes that the Masterflex Group will be able to maintain the high margin level in 2025.

For 2025, the management of the Masterflex Group expects to generate revenue in the range of EUR 100 million to EUR 105 million. In terms of EBIT, the Management Board anticipates a range of between EUR 12 million and EUR 15 million.

Expected development of Masterflex SE

Masterflex SE also expects sustainable, albeit moderate, growth in its core markets in the 2025 financial year. We continue to believe that the economic growth forecasts of the International Monetary Fund (IMF) are realistic. Our goal is to grow across all sectors, in particular by expanding exports. We expect Masterflex SE to achieve revenue growth of between 1% and 4% in the 2025 financial year. EBIT is expected to be above the previous year in a range of EUR -2 million to EUR 0 million (previous year: EUR -3.1 million).

Summary statement on the anticipated development of the Group

In summary, the Management Board believes that the Masterflex Group is well on track to fulfil its long-term growth targets. The necessary operational and strategic measures are already being implemented or are at an advanced stage of planning as part of the HERO@ZERO strategy. The management therefore confirms the long-term planning of EUR 200 million in revenue by 2030, with an EBIT margin expected to be in the double-digit range on a sustainable basis.

E.Takeover-relevant Information

Additional disclosures pursuant to Sections 289a and 315a HGB

The subscribed capital of Masterflex SE amounts to EUR 9,752,460.00, divided into 9,752,460 ordinary bearer shares in the form of no-par value shares with a notional interest in the share capital of EUR 1.00 per share. Each share carries one vote.

The Company's Management Board is not aware of any restrictions relating to voting rights or the transfer of shares.

The Company is aware of two cases of direct or indirect shareholdings in the capital that exceed 10% of the voting rights as at 31 December 2024:

• Grondbach GmbH is a long-term investor from Germany which, to the best of the Company's knowledge, holds 20.01% of the shares in Masterflex SE.
• According to the latest information, J.F. Müller & Sohn AG holds 20.0% of the shares in Masterflex SE. This investor is a 6th generation family investment holding company with broadly diversified investments, preferably in established medium-sized companies in Europe.

There are no shares with special rights conferring powers of control.

In accordance with Section 76 German Stock Corporation Act (AktG) and Section 7 of the Articles of Association of Masterflex SE, the Management Board consists of at least one person. In accordance with Section 84 German Stock Corporation Act (AktG) and Section 7 of the Articles of Association, the Supervisory Board appoints the Management Board and determines the number of members. In the event of a change of control, the Management Board has a special right of termination under certain conditions in conjunction with a severance payment limited in amount.

Any amendment to the Articles of Association requires a resolution by the Annual General Meeting. In accordance with Section 179 German Stock Corporation Act (AktG), the resolution of the Annual General Meeting requires a majority of at least three quarters of the share capital represented when the resolution is passed. The Articles of Association may stipulate a different capital majority, but only a larger capital majority for a change to the object of the Company. In accordance with Article 18 of the Articles of Association, resolutions of the Annual General Meeting are passed by a simple majority, unless mandatory statutory provisions require otherwise. If the law also prescribes a majority of the share capital represented when the resolution is passed, a simple majority of the capital represented is sufficient - to the extent permitted by law. This also applies to amendments to the Articles of Association if at least half of the share capital is represented. The Supervisory Board is authorised in accordance with Section 4 (5) of the Articles of Association to make amendments to the Articles of Association that only affect their wording.

Acquisition of treasury shares

The Management Board was authorised by resolution of the Annual General Meeting on 19 May 2021,

• with the approval of the Supervisory Board, to acquire treasury shares of up to 10% of the Company's share capital existing at the time the resolution is adopted by the Annual General Meeting or - if this value is lower - at the time the authorisation is exercised. The acquired shares - together with other treasury shares held by the Company or attributable to it in accordance with Sections 71d and 71e AktG - may not exceed 10% of the Company's share capital at any time. The authorisation became effective on 20 May 2021 and is valid until 19 May 2026. The authorisation may not be used for the purpose of trading in treasury shares.
• Modalities of acquisition
  • The acquisition is made (1) via the stock exchange or (2) by means of a public purchase offer addressed to all shareholders of the Company or by means of an invitation to all shareholders to submit offers to sell ("public offer").
    • When acquiring treasury shares via the stock exchange, the purchase price per share (excluding incidental acquisition costs) may not be more than 10% higher or lower than the market price of the Company's shares. The relevant stock market price within the meaning of the authorisation is the unweighted arithmetic mean of the stock market prices of the Company's shares determined in the closing auctions in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the last three trading days prior to the acquisition of the shares.
    • If treasury shares are acquired via a public offer to all shareholders of the Company, the purchase price offered or the limits of the purchase price range offered per share (excluding ancillary acquisition costs) may not be more than 10% higher or lower than the market price of the Company's shares. The relevant stock exchange price within the meaning of this section (2) is the unweighted arithmetic mean of the stock exchange prices of the Company's shares determined in the closing auctions in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the sixth to third trading day prior to the date of publication of the public offer.
    • The purchase volume may be limited. If the volume of shares offered in a public offer exceeds the planned purchase volume, (i) acceptance may be made in proportion to the shares offered (tender quotas) instead of in proportion to the shareholding of the tendering shareholders in the Company (participation quotas). Provision may be made for (ii) preferential acceptance of small numbers of shares in the Company offered or tendered for purchase of up to 100 shares per shareholder and (iii) rounding in accordance with commercial principles to avoid fractions of shares. Any further tender rights of shareholders are excluded in cases (i) to (iii).

• Use of treasury shares

• The Management Board may sell the acquired treasury shares in compliance with the principle of equal treatment (Section 53a AktG). In particular, a sale via the stock exchange or by means of an offer made to all shareholders in proportion to their shareholding is sufficient.
• The Management Board is further authorised, with the approval of the Supervisory Board, to offer or grant the acquired treasury shares to third parties with the exclusion of shareholders' subscription rights in the following cases:
  • against cash payment if the agreed price is not significantly lower than the stock market price of the Company's shares at the time of sale;
  • in the context of business combinations or in the context of the (also indirect) acquisition of companies, parts of companies or interests in companies, including the increase of existing shareholdings, or of other assets eligible for contribution in connection with such an acquisition project, including receivables from the Company;
  • to fulfil conversion or option rights granted by the Company or a company in which the Company directly or indirectly holds a majority interest when issuing bonds, or to fulfil conversion obligations arising from bonds issued by the Company or a company in which the Company directly or indirectly holds a majority interest;
  • as employee shares as part of the agreed remuneration or separate programmes to employees of the Company and its affiliated companies (including members of executive bodies); insofar as treasury shares are to be offered, promised or transferred to members of the Company's Management Board, this authorisation applies to the Company's Supervisory Board;
  • to carry out a so-called scrip dividend by selling the shares in return for the full or partial transfer of shareholders' dividend entitlements.
• However, the authorisation pursuant to (1) above only applies subject to the proviso that the treasury shares sold with the exclusion of subscription rights do not exceed 10% of the share capital, neither 10% of the share capital existing at the time the authorisation is granted nor 10% of the share capital existing at the time the authorisation to exclude subscription rights is exercised. Shares that are sold or issued during the term of this authorisation on the basis of other authorisations in direct or analogous application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights ("imputation") are counted towards the aforementioned 10% limit. However, if another authorisation that has been exercised is renewed by the Annual General Meeting during the term of this authorisation, offsetting shall not apply to the extent that the renewed authorisation permits the issue of shares with the exclusion of subscription rights in direct or analogous application of Section 186 para. 3 sentence 4 AktG.

In accordance with (1) above, the shares may only be sold to third parties at a price that is not significantly lower than the market price of the Company's shares at the time of sale. The relevant stock market price is the unweighted arithmetic mean of the stock market prices of the Company's shares determined in the closing auctions in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the last five trading days prior to the sale of the treasury shares.

In addition, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the event of the sale of acquired treasury shares as part of an offer to all shareholders for fractional amounts.

The Management Board is also authorised, with the approval of the Supervisory Board, to redeem the acquired treasury shares without a further resolution by the Annual General Meeting. As part of the redemption, it is also authorised to redeem no-par value shares either with or without a capital reduction. If no-par value shares are cancelled without a capital reduction, the proportion of the remaining shares in the share capital is increased in accordance with Section 8 (3) AktG. In this case, the Management Board is also authorised to adjust the number of shares in the Company in the Articles of Association (Section 237 (3) (3) AktG).

• More details
  • The Management Board determines the further details of the respective utilisation of the authorisation. The above authorisations may be exercised once or several times, individually or together. The provisions of the German Securities Acquisition and Takeover Act must be observed if and insofar as they apply. When acquiring treasury shares, the Management Board will dutifully observe the statutory provisions on the hypothetical formation of reserves in the amount of the expenses for the acquisition (Section 71 (2) sentence 2 AktG).

The Management Board and Supervisory Board did not make use of these authorisations in 2024.

The Company currently holds 134,126 treasury shares. The arithmetical nominal value of the acquired treasury shares in the share capital totalling EUR 134,126.00 - corresponding to 1.38% of the share capital - was deducted from the subscribed capital.

The shares were acquired in the period from September 2004 to July 2005 on the basis of corresponding resolutions by the Annual General Meeting in accordance with Section 71 (1) No. 8 AktG. The Company was authorised by resolutions of the Annual General Meetings of 9 June 2004 and 8 June 2005 to acquire treasury shares with a maximum notional interest in the share capital of EUR 450,000.00 attributable to these shares. This was 10% of the Company's share capital at the time of the respective Annual General Meeting, which totalled EUR 4,500,000.00 at the time. The shares acquired - together with other treasury shares held by the Company or attributable to it in accordance with Sections 71a et seq. of the German Stock Corporation Act (AktG) - were not permitted to exceed 10% of the Company's share capital at any time. The authorisation may not be used for the purpose of trading in treasury shares.

Accordingly, Masterflex SE has subscribed capital totalling EUR 9,752,460.00.

Authorised capital

By resolution of the Annual General Meeting on 14 June 2016, the Management Board was authorised to increase the Company's share capital by up to an additional EUR 4,432,937 by issuing new no-par value bearer shares against cash contributions and/or contributions in kind on one or more occasions until 14 June 2021 with the approval of the Supervisory Board (Authorised Capital 2016) by amending Section 4 (5) of the Articles of Association. The authorised capital 2016 was entered in the Company's commercial register on 20 July 2016. Authorised Capital 2016 included, among other things, an authorisation for the Management Board, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in accordance with Section 186 (3) sentence 4 AktG in the event of capital increases against cash contributions if the issue price of the new shares is not significantly lower than the stock market price and the shares issued in exercise of this authorisation to exclude subscription rights do not exceed a total of 10% of the share capital, either at the time the authorisation becomes effective or at the time it is exercised.

On 15 March 2017, the Management Board resolved, with the approval of the Supervisory Board, to make partial use of the authorised capital 2016 and to increase the Company's share capital by EUR 886,586 from EUR 8,865,874 to EUR 9,752,460 by issuing 886,586 new no-par value bearer shares with profit participation rights from 1 January 2016 against cash contributions, excluding shareholders' subscription rights in accordance with Sections 203 (2) and 186 (3) sentence 4 AktG. This corresponds to an increase of 10% in the Company's share capital existing at the time the authorised capital 2016 becomes effective and at the time it is utilised. The capital increase was then entered in the relevant commercial register for the Company on 21 March 2017, meaning that the Company's share capital has amounted to EUR 9,752,460 since this date. As a result of the partial utilisation described above, the authorised capital 2016 now amounts to EUR 3,546,351.

Shares may only be issued against cash contributions with the exclusion of subscription rights in accordance with Section 186 (3) sentence 4 AktG if the pro rata amount of the share capital attributable to the new shares issued with the exclusion of subscription rights does not exceed a total of 10% of the share capital, which was the case with the capital increase in March 2017, whereby the existing authorisation was fully utilised in this respect and therefore additional authorised capital was added in 2017.

The Authorised Capital 2016 and the Authorised Capital 2017 expired on 21 June 2021, which is why the previous capital resolutions were cancelled by resolution of the Annual General Meeting on 19 May 2021.

By resolution of the Annual General Meeting on 19 May 2021, the Management Board was authorised to increase the Company's share capital by up to EUR 4,876,230 by issuing up to 4,876,230 no-par value bearer shares against cash and/or non-cash contributions on one or more occasions until 15 May 2026 with the approval of the Supervisory Board (Authorised Capital 2021). The Management Board is authorised, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions of the share issue. The new shares are to be offered to shareholders for subscription. The new shares may also be acquired by a credit institution or a company operating in accordance with Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act (KWG) with the obligation to offer them to shareholders for subscription. However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the following cases:

• for peak amounts;
• for capital increases against contributions in kind, in particular
  • to grant shares in the context of business combinations or in the context of the acquisition of companies, parts of companies or interests in companies, including the increase of existing shareholdings, or of other assets eligible for contribution in connection with such an acquisition project, including receivables from the Company,
  • for the acquisition of other assets or claims to the acquisition of assets and
  • to implement a scrip dividend, whereby shareholders are offered the option of contributing their dividend entitlements (in full or in part) to the Company as contributions in kind in return for new shares;
• in the case of cash contributions, if the issue price of the shares is not significantly lower than the stock market price of the Company's shares already listed at the time the issue price is finalised;

Annual Report 2024

• to grant holders or creditors of bonds with option or conversion rights to shares in the Company or with corresponding option or conversion obligations, which were or are issued by the Company or a company in which the Company directly or indirectly holds a majority interest, a subscription right to new shares in the Company to the extent to which they would be entitled as shareholders after exercising their option or conversion rights or after fulfilment of option or conversion obligations.

The total number of shares issued against cash and non-cash contributions with the exclusion of subscription rights may not exceed 20% of the share capital at the time this authorisation becomes effective or - if this value is lower - of the share capital existing at the time this authorisation is exercised. The exclusion of subscription rights for fractional amounts is not counted towards this 20% limit. Shares that are sold or issued during the term of this authorisation on the basis of other authorisations with the exclusion of subscription rights ("imputation") are counted towards the aforementioned 20% limit. The issue or creation of option or conversion rights or obligations for shares in the Company from bonds issued by the Company or its direct or indirect majority shareholdings is also deemed to be an issue of shares in this sense if the bonds are issued on the basis of a corresponding authorisation during the term of this authorisation with the exclusion of subscription rights. However, if another authorisation that has been exercised is renewed by the Annual General Meeting during the term of this authorisation, the offsetting shall not apply to the extent that the renewed authorisation permits the issue of shares with the exclusion of subscription rights.

The total number of shares issued with the exclusion of subscription rights against cash contributions in accordance with sub-item c) may not exceed 10% of the share capital at the time this authorisation becomes effective or - if this value is lower - of the share capital existing at the time this authorisation is exercised.

Shares that are sold or issued during the term of this authorisation with the exclusion of subscription rights ("imputation") are counted towards the aforementioned 10% limit. Furthermore, shares issued or to be issued to service bonds with conversion or option rights or an option or conversion obligation shall be counted towards this limit, provided that these bonds are issued during the term of this authorisation with the exclusion of subscription rights by the Company or a company in which the Company directly or indirectly holds a majority interest in accordance with Section 186 para. 3 sentence 4 AktG. However, if another authorisation that has been exercised is renewed by the Annual General Meeting during the term of this authorisation, the offsetting shall not apply to the extent that the renewed authorisation permits the issue of shares with the exclusion of subscription rights in direct or analogous application of Section 186 para. 3 sentence 4 AktG.

The Management Board has not yet made use of the above authorisation.

Conditional capital

On 28 May 2019, the Company's Annual General Meeting authorised the Management Board, with the approval of the Supervisory Board, to issue bearer or registered bonds with warrants and/ or convertible bonds with a total nominal value of up to EUR 60,000,000.00 on one or more occasions until 27 May 2024. This authorisation was limited until 27 May 2024. No use was made of this authorisation.

In order to be able to continue to use this possibility of raising capital in the future, a new authorisation was resolved by the Annual General Meeting on 5 July 2024. In order to service the option or conversion rights or option or conversion obligations in the event that the new authorisation is exercised, a new conditional capital (Conditional Capital 2024) and a corresponding amendment to Article 4 of the Articles of Association were also resolved, cancelling the previous conditional capital in accordance with Article 4 (6) of the Articles of Association.

Accordingly, the Annual General Meeting of the Company authorised the Management Board on 5 July 2024, with the approval of the Supervisory Board, to issue bearer or registered bonds with warrants and/or convertible bonds with a total nominal value of up to EUR 60,000,000.00 on one or more occasions until 4 July 2029.

Shareholders generally have a statutory subscription right to bonds issued by the Company. The bonds may also be underwritten by one or more banks or members of a syndicate of banks or companies treated as such by banks in accordance with Section 186 (5) sentence 1 AktG with the obligation to offer them to shareholders for subscription. However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to the bonds in the following cases:

• for fractional amounts resulting from the subscription right relationship;
  • provided that the bonds are issued for cash and the issue price is not significantly lower than the theoretical market value of the bonds calculated in accordance with recognised principles of financial mathematics. However, this authorisation to exclude subscription rights only applies to bonds with rights to shares that do not account for more than 20% of the share capital, either at the time this authorisation becomes effective or at the time it is exercised. The sale of treasury shares is to be counted towards this limit if it takes place during the term of this authorisation with the exclusion of subscription rights in accordance with Section 186 (3) sentence 4 AktG. Furthermore, shares issued during the term of this authorisation from authorised capital with the exclusion of subscription rights in accordance with Section 186 para. 3 sentence 4 AktG shall also count towards this limit;
  • insofar as the bonds are issued in return for non-cash contributions or contributions in kind, in particular in the context of business combinations or for the (also indirect) acquisition of companies, operations, parts of companies, equity interests or other assets or claims to the acquisition of assets, including receivables from the Company, and the value of the noncash contribution is not unreasonably low compared to the theoretical market value of the bonds determined by recognised principles of financial mathematics.
  • to the extent necessary to grant holders or creditors of option and/or conversion rights or corresponding option and/or conversion obligations from bonds with warrants and/or convertible bonds and/or profit participation rights issued or to be issued by the Company or by companies in which the Company holds a direct or indirect majority interest an exchange or subscription right to new shares to the extent to which they would be entitled as shareholders after exercising the option or conversion rights or after fulfilment of option or conversion obligations.

The total number of shares issued to holders of bonds issued in accordance with this authorisation with the exclusion of subscription rights, taking into account the shares issued during the term of this authorisation from authorised capital or from treasury shares with the exclusion of subscription rights in return for cash and/or non-cash contributions, may not exceed 20% of the Company's share capital existing at the time the resolution is adopted by the Annual General Meeting or - if this value is lower - at the time this authorisation is exercised, whereby subscription right exclusions for fractional amounts are not taken into account. The issue of subscription rights or shares as part of share option programmes that do not currently exist at the Company does not constitute an exclusion of subscription rights in this sense.

The holders or creditors of bonds with warrants and convertible bonds may be granted option or conversion rights to a total of up to 4,876,230 new no-par value bearer shares in the Company with a pro rata amount of the share capital totalling up to EUR 4,876,230.00 in accordance with the terms and conditions of the bonds or conversion obligations may be established in a corresponding amount. To service these rights and obligations, the Company's share capital was conditionally increased by resolution of the Annual General Meeting on 5 July 2024.

The Management Board has not yet made use of the authorisation granted on 5 July 2024 to issue bonds with warrants and/or convertible bonds. The Company has not set up any employee participation programmes. Insofar as employees of the Company have participated in the Company's share capital in other ways, the Management Board is not aware that they cannot exercise the control rights to which they are entitled directly like other shareholders in accordance with the statutory provisions and the provisions of the Articles of Association.

To ensure their independence, in the event of a change of control within the meaning of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), Management Board members are entitled to a severance payment under strict conditions.

In the event of a change of control, the existing syndicated loan agreement contains a standard market cancellation right for the participating banks as part of good corporate governance.

Gelsenkirchen, March 25, 2025

Dr. Andreas Bastin Mark Becks Chief Executive Officer (CEO) Chief Financial Officer (CFO)

Consolidated financial statements

Consolidated statement of financial position	78
Consolidated statement of income	80
Consolidated statement of comprehensive income	81
Consolidated statement of changes in equity	82
Consolidated cash flow statement	83
Notes to the consolidated financial statements for the 2024 financial year	84

Consolidated statement of financial position

Assets in EUR thousand	Notes	December 31, 2024	December 31, 2023
Non-current assets
Intangible assets	3, 24	13,251	13,353
Concessions, industrial property rights	3	1,099	1,306
Development work	3	2,471	2,269
Goodwill	3, 24	9,187	9,187
Advance payments	3	494	591
Property, plant and equipment	3	36,116	35,753
Land and buildings		19,651	19,099
Technical equipment and machinery		12,406	12,491
Other equipment, operating and office equipment		3,456	3,213
Advance payments and assets under construction		603	950
Financial assets	3	86	62
Investment securities		86	62
Other assets	5	66	120
Deferred taxes	26	364	100
		49,883	49,388
Current assets
Inventories	4	21,844	22,245
Raw materials, consumables and supplies		12,931	13,160
Work in progress		344	379
Finished products and goods		8,556	8,706
Advance payments made		13	0
Receivables and other assets	5, 6	10,235	10,686
Trade receivables	6	9,285	9,886
Other assets	5	950	800
Income tax assets	7	344	346
Cash and cash equivalents	8	11,584	11,026
		44,007	44,303
Total assets		93,890	93,691

Equity and liabilities in EUR thousand	Notes	December 31, 2024	December 31, 2023
Equity
Group equity	9	63,206	57,236
Issued capital		9,618	9,618
Capital reserve		31,306	31,306
Retained earnings		23,129	17,374
Reserve for the market valuation of financial instruments		-621	-646
Reserve for the fair value measurement of hedging instruments		-203	71
Reserve for currency differences		-23	-487
Non-controlling interests	10	379	366
Total equity		63,585	57,602
Non-current liabilities
Provisions	11	265	321
Financial liabilities	12, 17	18,886	3,283
Other liabilities	14	588	625
Deferred taxes	26	1,052	1,024
		20,791	5,253
Current liabilities
Provisions	11	145	154
Financial liabilities	12, 17	1,648	20,862
Income tax liabilities	13	1,454	3,237
Other liabilities	14, 15	6,267	6,583
Liabilities from trade payables	15	2,149	2,023
Other liabilities	14	4,118	4,560
		9,514	30,836
Total equity and liabilities		93,890	93,691

Consolidated statement of income

			2024	2023
		Notes	EUR thousand	EUR thousand
1.	Revenue	18	98,071	101,115
2.	Decrease in inventories of finished goods and work in progress		-204	-24
3.	Other own work capitalised		73	123
4.	Other income	19	561	1,011
	Operating performance		98,501	102,225
5.	Cost of materials	20	-28,109	-32,210
6.	Personnel expenses	21	-35,657	-35,445
7.	Depreciation and amortisation		-5,446	-5,291
8.	Other expenses	22	-16,755	-16,923
9.	Financial result	25
	Finance expenses		-1,335	-1,224
	Other financial result		17	14
10.	Earnings before income taxes		11,216	11,146
11.	Income taxes	26	-2,930	-3,109
12.	Consolidated result		8,286	8,037
	thereof: Non-controlling interests		56	44
	of which: attributable to shareholders of Masterflex SE		8,230	7,993
	Earnings per share (basic and diluted)	27	0.86	0.83

Consolidated statement of comprehensive income

		2024	2023
	Notes	EUR thousand	EUR thousand
	Consolidated result	8,286	8,037
	Other result
	Items that are subsequently reclassified to profit or loss if certain conditions are met
1.	Currency gains/losses from the translation of foreign financial statements 9	394	-319
2.	Changes in the fair value of financial instruments	25	-26
3.	Changes in the market value of hedging transactions	-361	-145
4.	Income taxes	87	44
5.	Other comprehensive income after taxes	145	-446
6.	Comprehensive income	8,431	7,591
	Comprehensive income:	8,431	7,591
	thereof: Non-controlling interests	56	44
	of which: attributable to shareholders of Masterflex SE	8,375	7,547

Consolidated statement of changes in equity

in EUR thousand	Sub - scribed capital	Capital reserve	Retained earnings	Reserve for the market valuation of financial instru ments	Reserve for the fair value measure ment of hedging instru ments	Exchange rate diffe rences	Shares held by the share holders of Master flex SE	Non cont rolling inter ests	Equity
Notes	9	9	9	9	9	9		10
Equity as of January 1, 2023	9,618	31,306	11,339	-620	172	-202	51,613	372	51,985
Distributions	0	0	-1,924	0	0	0	-1,924	-50	-1,974
Other changes	0	0	0	0	0	0	0	0	0
Comprehensive income	0	0	7,959	-26	-101	-285	7,547	44	7,591
Consolidated net income	0	0	7,993	0	0	0	7,993	44	8,037
Other comprehensive income after income taxes	0	0	-34	-26	-101	-285	-446	0	-446
Changes in the market value of finacial instruments	0	0	0	-26	0	0	-26	0	-26
Changes in the market value of hedging instruments	0	0	0	0	-145	0	-145	0	-145
Currency gains/losses from the translation of foreign financial statements	0	0	-34	0	0	-285	-319	0	-319
Income taxes attributable to other comprehensive income	0	0	0	0	44	0	44	0	44
Equity as of December 31, 2023	9,618	31,306	17,374	-646	71	-487	57,236	366	57,602
Distributions	0	0	-2,405	0	0	0	-2,405	-43	-2,448
Other changes	0	0	0	0	0	0	0	0	0
Overall result	0	0	8,160	25	-274	464	8,375	56	8,431
Consolidated net income	0	0	8,230	0	0	0	8,230	56	8,286
Other comprehensive income after income taxes	0	0	-70	25	-274	464	145	0	145
Changes in the market value of finacial instruments	0	0	0	25	0	0	25	0	25
Changes in the market value of hedging instruments	0	0	0	0	-361	0	-361	0	-361
Currency gains/losses from the translation of foreign financial
statements	0	0	-70	0	0	464	394	0	394
Income taxes attributable to other comprehensive income	0	0	0	0	87	0	87	0	87
Equity as of December 31, 2024	9,618	31,306	23,129	-621	-203	-23	63,206	379	63,585

Consolidated cash flow statement

in EUR thousand	2024	2023
Profit for the period before taxes, interest expenses and financial income	12,534	12,355
Income taxes	-4,709	-1,640
Amortisation of intangible assets	505	475
Depreciation of property, plant and equipment	4,941	4,816
Increase/decrease in provisions	-65	-17
Other non-cash expenses/income and profit/loss from the disposal of fixed assets	-20	-196
Increase/decrease in inventories	401	-971
Increase/decrease in trade receivables and other assets not attributable to investing or financing activities	271	-951
Increase/decrease in trade payables and other liabilities not attributable to investing or financing activities	-930	-1,510
Cash flow from operating activities	12,928	12,361
Proceeds from the disposal of fixed assets	0	16
Payments for investments in intangible assets	-477	-620
Payments for investments in property, plant and equipment	-2,296	-4,446
Cash flow from investment activities	-2,773	-5,050
Payments to company owners and minority shareholders (dividends, acquisition of treasury shares)	-2,448	-1,974
Interest and dividend income	17	14
Interest payments	-1,133	-947
Payments for lease liabilities	-1,497	-1,339
Payments for the repayment of loans	-5,000	-1,500
Cash flow from financing activities	-10,061	-5,746
Cash-effective changes in cash and cash equivalents	94	1,565
Exchange rate-related and other changes in the value of cash and cash equivalents	464	-285
Cash and cash equivalents at the beginning of the period	11,026	9,746
Cash and cash equivalents at the end of the period	11,584	11,026

Notes to the consolidated financial statements for the 2024 financial year

1. Principles of financial reporting

Principles of presentation

As the parent company of the Group, Masterflex SE is entered in the commercial register at Gelsenkirchen Local Court under HRB 11744. The Company's registered office is in Gelsenkirchen (Germany). The address is Masterflex SE, Willy-Brandt-Allee 300, 45891 Gelsenkirchen.

These consolidated financial statements have been prepared in accordance with Section 315e (1) HGB ("Consolidated Financial Statements in accordance with International Financial Reporting Standards") in accordance with the International Financial Reporting Standards (IFRS) and the relevant interpretations of the International Accounting Standards Board (IASB), as adopted by the European Parliament and the Council in accordance with Regulation No. 1606/2002 on the application of international accounting standards in the EU as of 31 December 2024, as well as the supplementary provisions of German commercial law.

The balance sheet, income statement, statement of comprehensive income, statement of changes in equity and cash flow statement are shown. Segment reporting is also included in the notes. The statement of changes in non-current assets attached as an annex also forms an integral part of the notes.

Various items in the consolidated balance sheet, consolidated income statement and consolidated statement of comprehensive income are summarised for the sake of clarity and explained accordingly in the notes to the consolidated financial statements. Assets and liabilities are categorised as current and non-current. The consolidated income statement is prepared using the nature of expense method.

The consolidated financial statements are prepared in euros (EUR). All amounts, including the previous year's figures, are stated in thousands of euros (EUR thousand). All amounts have been rounded in accordance with standard commercial practice. In individual cases, minor differences may therefore arise when adding individual figures to the total. The annual financial statements of the companies included in the consolidated financial statements are prepared as at the reporting date of the consolidated financial statements.

The Management Board of Masterflex SE prepared and approved these financial statements on 25 March 2025. They were approved by the Supervisory Board of Masterflex SE on 25 March 2025.

2. Accounting principles

Scope of consolidation

The consolidated financial statements of Masterflex SE include all domestic and foreign subsidiaries under its control where Masterflex SE can exercise control over the investee, is exposed to fluctuating returns from its investment and can influence the amount of the returns due to its control. They are deconsolidated at the date on which the controlling influence ends.

As at 31 December 2024, in addition to Masterflex SE, the scope of consolidation comprises 8 domestic (previous year: 8) and 11 foreign (previous year: 11) subsidiaries. The subsidiaries shown in the following overview are fully included in the consolidated financial statements as at 31 December 2024:

Company name	Seat of the company		Masterflex share in %
Masterflex SARL	France	Béligneux	80
Masterflex Technical Hoses Ltd.	UK	Oldham	100
Masterduct Holding, Inc.*	USA	Houston	100
· Flexmaster USA, Inc.	USA	Houston	100*
· Masterduct, Inc.	USA	Houston	100*
· Masterduct Holding S.A., Inc.	USA	Houston	100*
· Masterduct Brasil LTDA.	Brazil	Santana de Parnaiba	100*
Novoplast Schlauchtechnik GmbH	Germany	Halberstadt	100
FLEIMA-PLASTIC GmbH	Germany	Wald-Michelbach	100
Masterflex Handelsgesellschaft mbH	Germany	Gelsenkirchen	100
Masterflex Česko s.r.o.	Czech Republic	Plana	100
M & T Verwaltungs GmbH*	Germany	Gelsenkirchen	100
· Matzen & Timm GmbH	Germany	Norderstedt	100*
Masterflex Scandinavia AB	Sweden	Kungsbacka	100
Masterflex Vertriebs GmbH*	Germany	Gelsenkirchen	100
· APT Advanced Polymer Tubing GmbH	Germany	Neuss	100*
Masterflex Asia Holding GmbH*	Germany	Gelsenkirchen	100
· Masterflex Asia Pte. Ltd.	Singapore	Singapore	100*
· Masterflex Hoses (Kunshan) Co., Ltd.	People's Republic of China	Kunshan	100*

* = Subgroup

Acquired subsidiaries are recognised using the purchase method. The cost of the acquisition is measured on the basis of the cash and cash equivalents provided and the fair values of the assets given, equity instruments issued and liabilities assumed at the time of the transaction. Adjustments to the acquisition costs due to the occurrence of future events are recognised at the time of acquisition depending on the probability of occurrence and a sufficiently reliable estimate. Assets, liabilities and contingent liabilities identifiable as part of a business combination are recognised at their fair value at the time of the transaction upon initial consolidation, irrespective of any existing non-controlling interests.

The portion of the acquisition costs that exceeds the acquired share of the subsidiary's net assets measured at fair value is recognised as goodwill. In the event that the acquisition costs of the acquisition are lower than the acquired net assets of the subsidiary measured at fair value, the difference is recognised directly in the income statement after reassessment.

Some subsidiaries included in the consolidated financial statements utilise parts of the exemption provisions of Section 264 (3) HGB. A list of the companies utilising these exemption regulations can be found in Note 37.

Consolidation

The consolidated financial statements of Masterflex SE are based on the annual financial statements of the consolidated subsidiaries prepared in accordance with uniform Group accounting policies. The accounting and valuation methods of subsidiaries are changed where necessary to ensure uniform accounting and valuation throughout the Group.

Intragroup receivables, liabilities, expenses and income from transactions between Group companies as well as intercompany profits and losses from internal deliveries and services of inventories and intangible assets and property, plant and equipment are eliminated, with the exception of expenses and income between continuing and discontinued operations. Deferred taxes are calculated on consolidation transactions recognised in profit or loss.

Capital consolidation is carried out in accordance with IFRS 3 by offsetting the carrying amounts of the investments against the proportionate equity of the subsidiaries measured at fair value. The equity of the acquired subsidiaries is determined at the time of acquisition, taking into account the fair values of the assets, liabilities and contingent liabilities, deferred taxes and any goodwill at that time.

Currency conversion

The Group companies prepare their annual financial statements on the basis of their respective functional currencies.

Foreign currency transactions of the consolidated companies are translated into the functional currency at the exchange rate at the time of the transaction. Monetary assets are adjusted to the applicable exchange rate on each balance sheet date. The resulting currency gains and losses from these items are generally recognised in profit or loss under other income or expenses.

All financial statements of companies that have a functional currency other than the reporting currency are translated into the reporting currency of the Masterflex consolidated financial statements. The assets and liabilities of the consolidated companies are translated at the middle rates on the balance sheet date. The income statements of these companies are translated at average exchange rates for the year. If the average rate is not a reasonable approximation of the actual transaction rates, translation is carried out at the respective transaction rates. Any resulting translation differences are recognised in other comprehensive income and transferred to a separate item in equity and carried forward. As at 31 December 2024, these currency differences amounted to EUR -23 thousand (previous year: EUR -487 thousand).

When a foreign business operation is sold, all translation differences recognised in equity that are attributable to Masterflex SE from the business operation are reclassified to the income statement.

Goodwill and hidden reserves and hidden liabilities from the acquisition of foreign subsidiaries whose functional currency differs from the reporting currency and the adjustments from the fair value measurement are recognised as assets or liabilities of these companies at the closing rate.

The following exchange rates, among others, were used for currency translation as at the reporting date. Income and expense items, including the net profit for the year, were translated at the following average exchange rate for the year:

in EUR	Balance sheet date Dec. 31, 2024	Balance sheet date Dec. 31, 2023	Annual average exchange rate 2024	Annual average exchange rate 2023
1 British pound (GBP)	1.20601	1.1506	1.18117	1.1497
1 US dollar (USD)	0.96256	0.9050	0.92387	0.9248
1 Brazilian real (BRL)	0.15563	0.1865	0.17158	0.1852
1 Czech crown (CZK)	0.03971	0.0404	0.03981	0.0417
1 Swedish krona (SEK)	0.08727	0.0901	0.08747	0.0871
1 Singapore dollar (SGD)	0.70602	0.6854	0.69166	0.6886
1 Renminbi (CNY)	0.13187	0.1274	0.12841	0.1305

Intangible assets

Intangible assets include both internally generated and purchased assets. Internally generated intangible assets include own work capitalised and are recognised at the production costs incurred after the date on which technological and economic feasibility is established but up to the date of completion. In these cases, the capitalised production costs include all costs directly and indirectly attributable to the development process as well as necessary parts of the developmentrelated overheads. In addition to concessions, licences, industrial property rights and similar rights and assets, acquired intangible assets also include technologies. Acquired intangible assets are capitalised at cost.

If the useful life of an intangible asset can be determined, it is amortised on a straight-line basis over its useful life. The carrying amount of an intangible asset with a finite useful life is reviewed if it is likely to be impaired as a result of events or changes in circumstances. Intangible assets with an indefinite useful life are also tested annually for impairment. Impairment is assessed by comparing the carrying amount of the asset with its recoverable amount ("impairment test"). Previously recognised impairments must be reversed if the reasons for the impairment no longer apply. Impairment losses are reversed up to a maximum of the amortised historical acquisition or production costs.

Goodwill

Goodwill from a business combination is recognised as an intangible asset.

Goodwill is tested for impairment at the level of the cash-generating units at least once a year at the end of the financial year and whenever there are indications of impairment. This involves comparing the recoverable amount of the individual cash-generating units with the carrying amount, including goodwill. The recoverable amount corresponds to the internal value in use or the higher fair value less costs to sell. If the carrying amount of the assets of the individual cashgenerating unit exceeds the recoverable amount, there is an impairment in the amount of the difference, which is recognised in the income statement.

An impairment amount must first be deducted from goodwill. Any amount in excess of goodwill must be allocated to the other assets of the unit to be tested in proportion to the carrying amounts.

The recoverable amount is defined as the value in use of the individual cash-generating units and is calculated in the fourth quarter of each financial year using the discounted cash flow method. In the event that impairment losses have been recognised on goodwill, a reversal of impairment losses is not permitted.

Property, plant and equipment

All tangible assets that are used for the production or supply of goods and services, for rental to third parties or for administrative purposes and that are expected to be used for more than one period are recognised as property, plant and equipment.

Property, plant and equipment are recognised at acquisition or production cost less accumulated depreciation and impairment losses plus reversals of impairment losses. Capitalised production costs include all directly and indirectly attributable costs as well as necessary parts of overheads.

The carrying amount of property, plant and equipment is reviewed if it is likely to be impaired as a result of events or changes in circumstances. Impairment is assessed by comparing the carrying amount of the asset with its recoverable amount (impairment test). If the carrying amount is higher than the recoverable amount, an impairment loss is recognised. To assess impairment, the assets are grouped at the lowest level for which cash inflows can be separately identified. If the reason for impairment subsequently ceases to apply, the impairment loss is reversed up to a maximum of the amortised historical cost.

Useful lives

Amortisation of intangible assets and depreciation of property, plant and equipment were based on the following useful lives:

	Useful life	Depreciation method
Software	3 years	Linear
Licenses and similar rights	Over the contract period	Linear
Development costs	10 years	Linear
Buildings/parts of buildings	10-50 years	Linear
Technical equipment and machinery	3-18 years	Linear
Other equipment, operating and office equipment	3-10 years	Linear

Financial assets

Financial assets include securities and financial receivables (excluding trade receivables).

Debt instruments securitised as securities, where the business model consists of holding the securities in order to realise interest and principal payments, are measured at amortised cost using the effective interest method. All other securities whose business model consists of holding and selling are measured at fair value, with fluctuations in value recognised in other comprehensive income.

In accordance with the business model, financial receivables are held to generate cash flows over the term of these receivables and are measured at amortised cost using the effective interest method.

The settlement date is relevant for both the initial recognition and derecognition of financial assets. If there are financial derivatives, the initial measurement is already recognised in the balance sheet on the contract date. Similarly, standard market purchases or sales of securities are recognised on the trade date. Derecognition takes place as soon as the right to receive money or another financial asset expires through payment, remission, limitation, offsetting or in any other way or the right has been transferred to another person, whereby the risks have been transferred to the acquirer.

Indications of impairment of financial assets or a group of financial assets are reviewed on each balance sheet date. Impairment losses are recognised in profit or loss. With the exception of equity instruments, financial assets are written up through profit or loss if the reasons for impairment no longer apply. Equity instruments are recognised at fair value through other comprehensive income.

Leasing

As a lessee, the Masterflex Group leases assets, including real estate. Right-of-use assets and lease liabilities are recognised for all contracts that qualify as leases under IFRS 16.

A lease in accordance with IFRS 16 exists if the contract authorises the Group to control the use of an identified asset for a certain period of time in return for payment of a fee.

At the commencement date, the right-of-use asset is initially measured at cost, which corresponds to the initial measurement of the lease liability, adjusted for payments made on or before the commencement date, plus any initial direct costs and the estimated costs of dismantling or removing the underlying asset or restoring the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently amortised on a straight-line basis from the commencement date to the end of the lease term. In addition, the right-of-use asset is continuously adjusted for impairment losses, if necessary, and adjusted for certain remeasurements of the lease liability.

The lease liability is recognised at the present value of the lease payments not yet made on the provision date. When discounting future lease payments, the Masterflex Group generally applies the incremental borrowing rate, as the interest rate on which the lease is based cannot be readily determined.

The lease liability is measured at amortised carrying amount using the effective interest method. It is remeasured if the future lease payments change due to an index or (interest rate) change, if the Masterflex Group adjusts its estimate of the expected payments under a residual value guarantee, if the Masterflex Group changes its estimate of the exercise of a purchase, extension or cancellation option or if a de facto fixed lease payment changes.

If the lease liability is remeasured, the carrying amount of the right-of-use asset is adjusted accordingly.

Right-of-use assets and lease liabilities are not recognised separately in the balance sheet. Right-of-use assets are recognised in the same balance sheet item as the underlying assets. Please refer to the statement of changes in non-current assets. Lease liabilities are recognised under financial liabilities.

For leases of low value and for short-term agreements with a term of less than twelve months, the practical expedient under IFRS 16 is applied and the expense is recognised on a systematic basis over the term.

If an agreement provides for payments for lease components and non-lease components, the option under IFRS 16.15 is not applied, with the exception of property leases.

Deferred taxes

Deferred tax assets and liabilities are generally recognised for all temporary differences between the carrying amounts in the respective national tax balance sheets and the IFRS balance sheets included in the consolidated financial statements. Deferred tax assets are also recognised for tax loss carryforwards. Deferred tax assets from tax loss carryforwards are only recognised to the extent that it is probable that sufficient taxable profit will be available in the future.

In accordance with IFRS, valuations based solely on tax regulations are not recognised in the consolidated financial statements.

Inventories

Inventories are recognised at the lower of acquisition or production cost and net realisable value. The majority of inventories are recognised using the FIFO (First In – First Out) method. In addition to direct costs, production costs include production and material overheads, depreciation and production-related administrative costs, but not borrowing costs, as the requirements of IAS 23 are not met. The net realisable value is determined as the estimated sales proceeds less the costs incurred up to completion and the costs of sale. Previously recognised impairment losses are reversed if the reasons for the impairment no longer apply. Impairment losses are reversed up to a maximum of the amortised historical cost. Advance payments made are recognised without VAT.

Receivables and other assets

Receivables are initially recognised at the transaction price in accordance with IFRS 15 and subsequently measured at amortised cost, which represents an appropriate estimate of fair value due to the short terms. If there is substantial objective evidence of impairment, an impairment loss is recognised. Such indications of impairment include, for example, a deterioration in the creditworthiness of a debtor and the associated payment delays or impending insolvency. Necessary valuation allowances are based on previous bad debt losses and the expected default risk. Receivables include financial receivables, trade receivables and other assets. Financial assets that do not have to be recognised in accordance with IFRS 15 are recognised at fair value in accordance with IFRS 9.

Cash and cash equivalents

Cash and cash equivalents mainly comprise bank balances, cash in hand and cheques not yet credited and are recognised at nominal value, which corresponds to the market value. Cash and cash equivalents in foreign currencies are translated at the closing rate.

Subscribed capital/issued capital

Ordinary shares of Masterflex SE are classified as equity. Treasury shares are deducted from the equity attributable to the shareholders of Masterflex SE.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that the Group will be required to settle this obligation and a reliable estimate of the amount can be made. The amount recognised as a provision is the best estimate at the balance sheet date of the expenditure required to settle the present obligation, taking into account the risks and uncertainties underlying the obligation. Provisions that include an interest component are discounted.

If it can be assumed that some or all of the economic benefits required to settle the provision will be reimbursed by an external third party, this claim is capitalised as an asset if this reimbursement is virtually certain and its amount can be reliably estimated.

Warranty provisions are recognised based on both the actual warranty expenses incurred in the past and the evaluated overall risk of our product portfolio. In addition, provisions are recognised if a warranty claim becomes known and a loss is probable. Recourse claims against suppliers are capitalised if their services are subject to a warranty and the claim can be enforced with a high degree of probability.

Liabilities

Liabilities are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method. Liabilities include financial liabilities, trade payables and other liabilities.

All short-term employee benefits are recognised under other employee benefit obligations. Shortterm employee benefit obligations are generally due in full no later than 12 months after the end of the service rendered. They include wages, salaries, social security contributions, paid holiday and profit-sharing bonuses. They are recognised as expenses at the same time as the remunerated work. On the balance sheet date, the portion of the expense that exceeds the payments already made is recognised as an accrued liability.

Financial instruments

Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of the other party. In the Masterflex Group, primary financial instruments include in particular trade receivables, securities, cash and cash equivalents, financial liabilities and trade payables.

Primary financial instruments are recognised in the balance sheet on the settlement date in the case of standard market purchases or sales. Foreign currency receivables and liabilities are measured at the respective closing rates.

Financial derivatives are recognised on the basis of financial mathematical models, in particular according to Black-Scholes, with correspondingly derived valuation factors (Level 2) at initial measurement and also for subsequent measurement using the same valuation method.

Financial assets and financial liabilities are recognised gross in the Masterflex Group. They are only offset if there is an enforceable right to offset the amounts at the relevant time and the intention is to settle on a net basis.

For accounting and measurement purposes, financial assets are summarised in the following categories:

• measured at amortised cost (acquisition cost AC),
• measured at fair value through profit or loss (fair value through profit and loss FVTPL).
• measured at fair value through other comprehensive income (FVOCI).

The following categories were formed for the recognition and measurement of financial liabilities:

• measured at amortised cost (AC),
• measured at fair value through profit or loss (FVTPL)
• measured at fair value through other comprehensive income (FVOCI).

The Masterflex Group classifies financial assets and financial liabilities in these categories at the time of addition and reviews at regular intervals whether the criteria for classification are met.

The Masterflex Group derecognises a financial asset when the contractual rights to the cash flows from an asset expire or when it transfers the rights to receive the cash flows in a transaction in which all material risks and rewards of ownership of the financial asset are also transferred. Derecognition also takes place if the Masterflex Group neither transfers nor retains all significant risks and rewards of ownership and does not retain control of the transferred asset. Each share in such transferred financial assets that arise or remain in the Masterflex Group is recognised as a separate asset or separate liability.

Financial liabilities are derecognised when the contractual obligations have been fulfilled, cancelled or have expired.

Impairment losses on financial assets measured at amortised cost are also recognised using a forward-looking model taking into account expected credit losses.

Valuation allowances for trade receivables, contract assets and lease receivables are calculated using the simplified approach with the lifetime expected credit loss.

Financial assets, with the exception of financial assets recognised at fair value through profit or loss, are tested for possible impairment indicators at each reporting date. Financial assets are considered impaired if, as a result of one or more events that occurred after the initial recognition of the asset, there is objective evidence that the expected future cash flows of the financial asset have changed negatively. Objective evidence of impairment could be various facts such as default of payment over a certain period of time, initiation of enforcement measures, imminent insolvency or over-indebtedness, application for or initiation of insolvency proceedings or failure of reorganisation measures.

Financial assets are measured at amortised cost if the business model provides for the financial asset to be held for the purpose of collecting the contractual cash flows and the contractual terms of the instrument result exclusively in cash flows that represent interest payments and principal repayments.

On initial recognition, financial instruments belonging to the AC category are recognised at fair value plus directly attributable transaction costs.

As part of subsequent measurement, financial assets measured at amortised cost are measured using the effective interest method. When applying the effective interest method, all directly attributable fees, fees paid or received, transaction costs and other premiums or discounts included in the calculation of the effective interest rate are amortised over the expected term of the financial instrument.

Interest income and expenses from the application of the effective interest method are recognised in the income statement under interest income or interest expense from financial instruments.

Non-interest-bearing and low-interest receivables with a term of more than twelve months are discounted at the interest rate appropriate to the term.

Cash and cash equivalents include cash on hand and current account balances at banks. Cash equivalents are only recognised in cash and cash equivalents if they can be converted into cash amounts that can be determined in advance at any time, are only subject to insignificant value fluctuation risks and have a maximum term of three months from the date of acquisition.

If the business model provides for the financial asset to be held and sold and the contractual terms of the instrument result exclusively in cash flows that represent interest payments and principal repayments, the financial asset is recognised at fair value, with changes in value recognised in other comprehensive income (FVOCI). Financial assets held exclusively for trading purposes are recognised at fair value through profit or loss, with changes in value recognised in profit or loss (FVTPL). Derivatives belong to this category unless they are used in hedge accounting. It is also possible to measure financial instruments carried at amortised cost at fair value through profit or loss using the fair value option if this significantly reduces or prevents a measurement or recognition inconsistency. The Masterflex Group does not utilise the fair value option.

Equity instruments are measured at fair value without exception. Upon initial recognition, there is an irrevocable option to present realised and unrealised changes in value in the statement of comprehensive income rather than in the income statement, provided the equity instrument is not held for trading purposes. Amounts recognised in other comprehensive income may not subsequently be reclassified to the income statement.

Non-current and current financial liabilities to banks, trade payables and other liabilities are measured as financial liabilities at amortised cost, with the exception of derivative financial instruments. Non-current liabilities are measured using the effective interest method less directly attributable transaction costs.

Interest income and expenses from the application of the effective interest method are recognised in the income statement under interest income or interest expense from financial instruments.

A financial liability is recognised at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near future. Directly attributable transaction costs are recognised in profit or loss as soon as they are incurred.

Derivative financial instruments

The Group holds derivative financial instruments to hedge currency and interest rate risks.

Derivatives are initially recognised at fair value. Derivatives are subsequently measured at fair value. Any resulting changes are recognised in profit or loss.

The Group designates certain derivatives as hedging instruments in order to hedge the fluctuations in cash flows associated with highly probable forecast transactions resulting from changes in foreign currency exchange rates and interest rates. Certain derivatives and non-derivative financial liabilities are designated as hedges for foreign currency risks of a net investment in a foreign operation.

At the beginning of the designated hedging relationship, the Group documents the risk management objectives and strategies that it pursues with regard to the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument and whether changes in the cash flows of the hedged item and the hedging instrument are expected to offset each other.

Cash flow hedges

If a derivative is designated as a cash flow hedge, the effective portion of the changes in fair value is recognised in other comprehensive income and accumulated in the reserve for the fair value measurement of hedging instruments. The effective portion of the changes in fair value recognised in other comprehensive income is limited to the cumulative change in the fair value of the hedged item (calculated on the basis of the present value) since the inception of the hedge. An ineffective portion of the changes in the fair value of the derivative is recognised directly in profit or loss.

The Group only recognises the change in the fair value of the spot component of forward exchange contracts as a hedging transaction in cash flow hedges. The change in the fair value of the forward element of forward exchange contracts (forward points) is recognised separately as a cost of the hedging relationship and transferred to a reserve for costs of hedging instruments in equity.

If a hedged forecast transaction subsequently leads to the recognition of a non-financial item, such as inventories, the cumulative amount from the hedging reserve and the reserve for hedging costs is included directly in the cost of the non-financial item when it is recognised.

For all other hedged forecast transactions, the cumulative amount recognised in the reserve for the fair value measurement of hedging instruments is reclassified to profit or loss in the period or periods in which the hedged expected future cash flows affect profit or loss.

If the hedge no longer fulfils the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, hedge accounting is terminated prospectively.

When hedge accounting for cash flow hedges is discontinued, the amount transferred to the reserve for the fair value measurement of hedging instruments remains in equity until - for a hedging transaction that results in the recognition of a non-financial item - this amount is included in the cost of the non-financial item on initial recognition or - for other cash flow hedges - this amount is reclassified to profit or loss in the period or periods in which the hedged expected future cash flows affect profit or loss.

If the hedged future cash flows are no longer expected to materialise, the amounts allocated to the reserve for the fair value measurement of hedging instruments and the reserve for hedging costs are reclassified directly to profit or loss.

Revenue recognition

Revenue is recognised when performance obligations to customers are fulfilled through the transfer of a promised good. Revenue is recognised on the basis of contracts with customers and is based on the agreed transaction price as consideration, taking into account sales deductions. Revenue from the transfer of a promised good is recognised at a point in time when the promised goods have been delivered to customers in accordance with the terms of delivery, as the relevant indicators from IFRS 15.38 are met at this time and the customer consequently obtains control of the transferred goods.

The transaction price is the consideration that is expected to be received for the transfer of goods to a customer. Variable transaction price components such as rebates, discounts or customer bonuses reduce the revenue recognised.

Interest income is recognised in financing income on a time proportion basis over the remaining term, taking into account the effective interest rate and the amount of the residual receivable.

Borrowing costs

Borrowing costs are recognised as an expense in the period in which they are incurred, as the requirements for capitalisation under IAS 23 are not met.

Research and development

Expenditure on research is recognised directly as an expense. Development expenses aimed at the significant further development of a product or process are capitalised if the product or process is technically and economically feasible, the development is marketable, the expenses can be reliably measured and sufficient resources are available to complete the development project. All other development expenses are recognised immediately in profit or loss. Capitalised development expenses for completed projects are recognised at cost less accumulated amortisation and impairment losses.

Government grants

Government grants are recognised at fair value in accordance with IAS 20 if the Group meets the necessary conditions for receiving the grant. Government grants for expenses are recognised over the period in which the corresponding costs for which they were awarded are incurred. Government grants for investments are recognised as deferred income and amortised over the useful life of the subsidised capitalised assets. Government grants related to income are recognised separately as 'other income'.

Estimates and discretionary decisions

The preparation of the consolidated financial statements requires estimates and judgements to be made that affect assets, liabilities, provisions, deferred tax assets and liabilities, income and expenses and the disclosure of contingent liabilities. Although the estimates and assumptions are made carefully and conscientiously, it cannot be ruled out that the actual amounts may differ from the estimates.

Factors that could cause a negative deviation from expectations include a deterioration in the global economy, changes in exchange rates and interest rates, significant legal proceedings and changes to environmental or other legal regulations. Production errors, losses from key customers and rising financing costs can also have a negative impact on the Group's future success.

The possible effects of changes in estimates on the recognition and measurement of assets and liabilities are presented below:

a. Development work

In order to determine the recoverability of the capitalised amounts, the Company management must make assumptions about the amount of the expected future cash flows from the assets, the period of the inflow of expected future cash flows generated by the assets and the applicable interest rates. The best possible estimates were determined as at the balance sheet date (see Note 3).

b. Goodwill

The Group tests goodwill for impairment annually. The recoverable amount of cash-generating units was determined on the basis of the value in use. The calculations of value in use are based on assumptions made by the Management Board (see Note 24).

c. Deferred taxes

When assessing the recoverability of deferred tax assets, the management assesses the extent to which there are more reasons in favour of realisation than against it. Whether the deferred tax assets can actually be realised depends on whether sufficient taxable income is generated in the future that can be offset against the tax loss carryforwards. To this end, the management analyses the timing of the reversal of deferred tax liabilities and the expected future taxable income. Based on the expected future business development, the management assumes that the deferred tax assets can be realised (see Note 26).

d. Provisions and contingent liabilities

Changes in the estimated probability of a present obligation or an outflow of economic resources may result in items previously classified as contingent liabilities having to be recognised as provisions or in provision amounts changing (see Note 11).

Assumptions and estimates are also required for impairments of doubtful receivables, contingent liabilities and provisions, as well as when determining the fair value of long-lived property, plant and equipment and intangible assets and the net realisable value of inventories.

In individual cases, the actual values may differ from the assumptions and estimates made, so that a significant adjustment to the carrying amount of the assets or liabilities concerned is required. In accordance with IAS 8, changes in estimates are recognised in profit or loss at the time when better knowledge becomes available.

New accounting standards

No use was made of the option to early adopt new standards, revisions to standards and interpretations that had already been adopted on 31 December 2024 and endorsed by the European Union by the time the consolidated financial statements were released.

The following interpretations were adopted by the International Accounting Standards Board (IASB) and are to be applied for the first time in the current financial year:

• IAS 1	Changes in relation to the classification of liabilities as current or non-current
• IFRS 16	Amendments to clarify the subsequent measurement of sale and leaseback transactions by a sellerlessee
• IAS 1	Amendments relating to the classification of non-current liabilities with ancillary conditions
• IAS 7/IFRS 7	Changes in relation to supplier financing agreements

The amendments to IAS 1 are intended to clarify the criteria for classifying liabilities as current or non-current. In future, only "rights" that exist at the end of the reporting period will be decisive for the classification of a liability. In addition, supplementary guidelines for the interpretation of the criterion "right to defer settlement of the liability for at least twelve months" and explanations on the characteristic "settlement" have been included.

The amendment to IFRS 16 contains requirements for the subsequent measurement of leases in the context of a sale and leaseback (SLB) for seller-lessees. This is primarily intended to standardise the subsequent measurement of lease liabilities in order to prevent inappropriate profit realisation. In principle, the amendment means that the payments expected at the beginning of the term are to be taken into account in the subsequent measurement of lease liabilities as part of an SLB. In each period, the lease liability is reduced by the expected payments and the difference to the actual payments is recognised in profit or loss.

The amendments to IAS 1 clarify with regard to the classification of liabilities as current or noncurrent that only ancillary conditions that an entity must fulfil on or before the reporting date affect this classification. However, an entity must disclose information in the notes that enables users of financial statements to understand the risk that non-current liabilities with ancillary conditions could become repayable within twelve months.

The amendments to IAS 7/IFRS 7 are intended to increase the transparency of supplier financing agreements and their effects on a company's liabilities, cash flows and liquidity risk. The amendments supplement the existing disclosure requirements in that companies are obliged to provide qualitative and quantitative information on financing agreements with suppliers.

The first-time application of the regulations has no material impact on the financial statements of Masterflex SE.

For the preparation of the IFRS consolidated financial statements as at 31 December 2024, the following accounting standards and interpretations as well as amendments to existing standards had already been published but were not yet mandatory:

Standard/ Interpretation		Obligation to apply as of
• IAS 21	Changes in relation to lack of exchangeability of a currency	Jan. 1, 2025

The following accounting standards published by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as well as amendments to standards and interpretations have yet to be adopted into European law by the EU and are not yet applied:

Standard/ Interpretation		Obligation to apply as of
• IFRS 9/IFRS 7	Changes in relation to supplier financing agreements	Jan. 1, 2026
• IFRS 18	Presentation and disclosures in the financial statements	Jan. 1, 2027
• IFRS 19	Subsidiaries without a public accounting obligation: Details
• IFRS 10, IAS 28	Changes relating to the sale or contribution of assets between an investor and an asso ciate or joint venture*	Jan. 1, 2027

* The originally planned initial application period has been postponed indefinitely and is to be redefined by the IASB.

and the amendments as part of the annual "Improvements" project Volume 11 (improvements to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7) from 1 January 2026.

Notes to the Consolidated Statement of Financial Position: Assets

3. Fixed assets

The development of fixed assets is presented separately in a consolidated statement of changes in fixed assets, which forms part of the notes (see appendix). Following the conclusion of the new syndicated loan agreement in 2024, only land charges totalling EUR 13,523 thousand (previous year: EUR 14,167 thousand) still exist as collateral for liabilities to banks. Assignments of production facilities no longer serve as collateral (EUR 0; previous year: EUR 12,414 thousand).

The assets of foreign companies with a different functional currency are translated into euros as at 31 December at the respective closing rates and all changes during the year are translated at average annual rates. The currency differences resulting from the different translation are shown separately in the consolidated statement of changes in non-current assets.

a) Intangible assets

All intangible assets have been acquired, with the exception of individual industrial property rights and development work of Masterflex SE, Matzen & Timm GmbH and Novoplast Schlauchtechnik GmbH. The industrial property rights relate to internally generated patents. The development work include capitalisable expenses incurred in the development of marketable products and patents acquired for this purpose. In these cases, the capitalised production costs include all costs directly and indirectly attributable to the development process as well as necessary parts of the development-related overheads.

In addition to the development of intangible assets shown in the statement of changes in noncurrent assets, the following overview shows the breakdown into internally generated and acquired intangible assets as well as goodwill. The cumulative acquisition and production costs as well as additions, disposals, reclassifications and currency translation differences are broken down as follows:

	Internally generated	Acquired
in EUR thousand	intangible assets	intangible assets	Goodwill	Total
Balance on Jan. 1, 2023	2,846	4,718	15,090	22,654
Additions	427	194	0	620
Departures	0	0	0	0
Transfers	-59	59	0	0
Exchange rate differences	0	0	0	0
Balance on Dec. 31, 2023	3,214	4,971	15,090	23,274
Additions	414	63	0	477
Departures	0	-80	0	-80
Transfers	-102	102	0	0
Exchange rate differences	0	0	0	0
Balance on Dec. 31, 2024	3,526	5,056	15,090	23,671

Current depreciation and amortisation and accumulated depreciation and amortisation break down as follows:

in EUR thousand	Internally generated intangible assets	Acquired intangible assets	Goodwill	Total
Balance on Jan. 1, 2023	731	2,813	5,903	9,447
Depreciation and amortisation financial year	111	364	0	475
Departures	0	0	0	0
Exchange rate differences	0	0	0	0
Balance on Dec. 31, 2023	842	3,177	5,903	9,922
Depreciation and amortisation financial year	121	385	0	506
Departures	0	7	0	7
Exchange rate differences	0	0	0	0
Balance on Dec. 31, 2024	963	3,555	5,903	10,421

The carrying amounts break down as follows:

in EUR thousand	Internally generated intangible assets	Acquired intangible assets	Goodwill	Total
Balance on Dec. 31, 2023	2,372	1,794	9,187	13,353
Balance on Dec. 31, 2024	2,564	1,500	9,187	13,251

Internally generated intangible assets include acquired licences amounting to EUR 93 thousand (previous year: EUR 103 thousand). The advance payments made are allocated to the acquired intangible assets.

b) Financial assets

Financial assets are made up as follows:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Securities held as fixed assets	86	62

The securities are yield securities from a European share index that are classified as at fair value through other comprehensive income (FVOCI) in accordance with IFRS 9. The financial instruments are to be allocated to Level 1 as input factors with quoted prices in active markets for identical assets or liabilities.

In the 2024 financial year, a fair value increase of EUR 25 thousand was recognised directly in equity (see Note 9).

The acquisition costs, unrealised gains, unrealised losses and market values of available-for-sale securities as at 31 December 2024 are as follows:

in EUR thousand	Acquisition costs	Unrealised losses	Market value
	708	622	86

Income from securities totalled EUR 3 thousand (previous year: EUR 2 thousand).

4. Inventories

Inventories break down as follows:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Raw materials and supplies	12,931	13,160
Work in progress	344	379
Finished products and goods	8,556	8,706
Prepayments made	13	0
Total inventories	21,844	22,245

Inventories totalling EUR 27,789 thousand (previous year: EUR 31,894 thousand) were recognised in the cost of materials (see Note 20).

Raw materials and supplies decreased by EUR 229 thousand to EUR 12,931 thousand. Work in progress fell by EUR 35 thousand to EUR 344 thousand. Finished goods and merchandise decreased by EUR 150 thousand to EUR 8,556 thousand.

Inventories were written down to net realisable value in the amount of EUR 119 thousand (previous year: EUR 124 thousand).

5. Receivables and other assets

Receivables and other assets are made up as follows:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Trade receivables	9,285	9,886
Other assets	1,016	820
Other financial assets	0	101
Total receivables and other assets	10,301	10,807

Other assets totalling EUR 66 thousand (previous year: EUR 50 thousand) have a remaining term of more than one year. Other financial assets totalling EUR 0 (previous year: EUR 70 thousand) have a remaining term of more than one year.

Other assets are made up as follows:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Accruals and deferrals	425	390
Creditors with debit balances	175	91
Deposits	103	51
Receivables from health insurance funds	79	86
Receivables from tax authorities	72	29
Receivables from the Federal Employment Agency	64	64
Receivables from personnel	59	56
Bonus receivables	0	32
Other	39	21
Total other assets	1,016	820

The fair values of the other assets correspond to their carrying amounts.

Accruals and deferrals mainly consist of advance payments on insurance premiums, maintenance contracts, trade fair costs, decoration costs, licence fees and consulting costs.

6. Trade receivables

The valuation of trade receivables is as follows:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Current cost of trade receivables	9,359	10,011
Impairments	-74	-125
Trade receivables	9,285	9,886

Trade receivables are allocated to the AC measurement category in accordance with IFRS 9.

Impairment losses on trade receivables totalled EUR 74 thousand (previous year: EUR 125 thousand).

The average payment term and the average outstanding receivables are within the normal market range.

The age structure of trade receivables as at the balance sheet date is as follows:

2024 in EUR thousand
Carrying amount		9,285
1. of which neither impaired nor overdue as of the balance sheet date		6,135
2. of which not impaired, but past due as of the balance sheet date		3,150
less than 30 days	1,987
30 to 59 days	564
60 to 89 days	331
90 to 119 days	106
120 days or more	162
2023 in EUR thousand
Carrying amount		9,886
1. of which neither impaired nor past due as of the balance sheet date		7,510
2. of which not impaired, but past due as of the balance sheet date		2,376
less than 30 days	1,607
30 to 59 days	351
60 to 89 days	157
90 to 119 days	214
120 days or more	47

7. Income tax refund claims

Income tax refund claims totalled EUR 344 thousand as at the reporting date (previous year: EUR 346 thousand). All income tax refund claims are due within one year.

8. Cash and cash equivalents

Cash and cash equivalents include bank balances and cash in hand:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Cash and cash equivalents	11,584	11,026

The effective interest rate was 0.00%.

Notes to the Consolidated Statement of Financial Position: Equity and liabilities

9. Total equity

Capital management

The strategic orientation of the Masterflex Group sets the framework for the optimisation of capital management. The sustainable increase in corporate value in the interests of shareholders, customers and employees is to be achieved by continuously improving earnings through growth and improving the efficiency of our business processes. This requires balancing business and financial risks with the financial flexibility of the Masterflex Group, which is achieved through intensive communication with the financial market and in particular with banks.

The Articles of Association do not impose any external capital requirements on Masterflex SE.

Please refer to the statement of changes in equity for an explanation of changes in equity.

Subscribed capital/issued capital

The subscribed capital of Masterflex SE most recently increased by EUR 886,586.00 from EUR 8,865,874.00 to EUR 9,752,460.00 through a capital increase on 21 March 2017 and is fully paid in. The subscribed capital is divided into 9,752,460 ordinary bearer shares in the form of no-par value shares with a notional interest in the share capital of EUR 1.00 per share.

No treasury shares were sold or newly acquired during the 2024 financial year. As at the balance sheet date, Masterflex SE held 134,126 treasury shares (previous year: 134,126).

The 134,126 no-par value bearer shares have a notional value of EUR 134,126. They represent 1.38% of the share capital of Masterflex SE. The shares were acquired in the period from September 2004 to July 2005. The Company was authorised by the corresponding Annual General Meeting resolutions from 2004 and 2005 to acquire treasury shares with a maximum pro rata amount of the share capital of EUR 450,000.00 attributable to these shares. This amounted to 10% of the Company's share capital of EUR 4,500,000.00 at the time of the Annual General Meeting. The shares acquired - together with other treasury shares held by the Company or attributable to it in accordance with Sections 71a et seq. of the German Stock Corporation Act (AktG) - may not exceed 10% of the Company's share capital at any time. The authorisation may not be used for the purpose of trading in treasury shares.

Accordingly, Masterflex SE has subscribed capital of EUR 9,752,460.00 and issued capital of EUR 9,618,334.00.

Authorisation to acquire treasury shares

By resolution of the Annual General Meeting on 19 May 2021, the Management Board was authorised, from 20 May 2021 until 19 May 2026, with the approval of the Supervisory Board, to acquire treasury shares of up to 10% of the Company's share capital existing at the time of the resolution of the Annual General Meeting or - if this value is lower - at the time of the exercise of the authorisation. The authorisation may not be used for the purpose of trading in treasury shares.

The Management Board and Supervisory Board have not yet made use of these authorisations.

Authorised capital

By resolution of the Annual General Meeting on 19 May 2021, the Management Board was authorised to increase the Company's share capital by up to EUR 4,876,230 by issuing up to 4,876,230 no-par value bearer shares against cash and/or non-cash contributions on one or more occasions until 15 May 2026 with the approval of the Supervisory Board (Authorised Capital 2021).

The Management Board is authorised to amend the wording of Article 4 of the Articles of Association after the full or partial implementation of the increase in share capital in accordance with the respective utilisation of the Authorised Capital 2021 and, if the Authorised Capital 2021 has not been utilised or not fully utilised by 15 May 2026, after the expiry of the authorisation period. The Management Board is authorised, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions of the share issue.

The Management Board has not yet made use of the above authorisation.

Conditional capital

On 28 May 2019, the Company's Annual General Meeting authorised the Management Board, with the approval of the Supervisory Board, to issue bearer or registered bonds with warrants and/ or convertible bonds with a total nominal value of up to EUR 60,000,000.00 on one or more occasions until 27 May 2024.

The Management Board did not make use of the authorisation granted on 28 May 2019 to issue bonds with warrants and/or convertible bonds.

In order to be able to continue to use this possibility of raising capital in the future, a new authorisation was resolved by the Annual General Meeting on 5 July 2024. In order to service the option or conversion rights or option or conversion obligations in the event that the new authorisation is exercised, a new conditional capital (Conditional Capital 2024) and a corresponding amendment to Article 4 of the Articles of Association were also resolved, cancelling the previous conditional capital in accordance with Article 4 (6) of the Articles of Association.

Accordingly, the Annual General Meeting of the Company authorised the Management Board on 5 July 2024, with the approval of the Supervisory Board, to issue bearer or registered bonds with warrants and/or convertible bonds with a total nominal value of up to EUR 60,000,000.00 on one or more occasions until 4 July 2029.

The Management Board has not yet made use of the authorisation granted on 5 July 2024 to issue bonds with warrants and/or convertible bonds.

Capital reserve

The capital reserve totalled EUR 31,306 thousand on the balance sheet date (previous year: EUR 31,306 thousand).

As a result of the capital increase registered on 21 March 2017, the capital reserve increased by EUR 5,053,540.20 compared to the 2016 financial year. The shares were placed at a price of EUR 6.70 each. The increase resulted from the premium on the shares issued.

Retained earnings

The development of retained earnings can be found in the statement of changes in equity.

Reserve for fair value measurement of financial instruments

In accordance with IFRS 9, existing securities held as fixed assets were classified as FVOCI (measured at fair value through other comprehensive income). These securities were measured at fair value on the balance sheet date. This resulted in unrealised gains for one security, which were recognised directly in equity in other comprehensive income after taking income tax effects into account and transferred to the "Reserve for the fair value measurement of financial instruments" item in equity.

Reserve for hedging instruments

Currency forwards designated for hedging purposes are measured at fair value through other comprehensive income and recognised directly in equity in the item "Reserves for the fair value measurement of hedging instruments".

Currency differences

The currency differences recognised in equity result from the translation of the annual financial statements of foreign subsidiaries and are as follows:

in EUR thousand	Currency differences from the translation of foreign financial statements	Currency differences according to IAS 21.17	Currency differences according to IAS 21.19	Total
Balance on Dec. 31, 2022	75	-372	95	-202
Change 2023	-285	0	0	-285
Balance on Dec. 31, 2023	-210	-372	95	-487
Change 2024	464	0	0	464
Balance on Dec. 31, 2024	254	-372	95	-23

Taxes relating to items recognised directly in equity were also recognised directly in equity in accordance with IAS 12.61 and included in the changes in exchange rate differences presented above.

The changes in market value recognised directly in equity in the amount of EUR 0 (previous year: EUR 0) are recognised in accordance with IAS 21.17/21.19/21.32 in conjunction with IAS 21.37 when the foreign currency obligation is settled. The currency differences recognised in equity are not reversed through profit or loss until the date of disposal of the economically independent sub-unit.

10. Non-controlling interests

As at 31 December 2024, there were non-controlling interests in companies of the Masterflex Group amounting to EUR 379 thousand (previous year: EUR 366 thousand). These relate to Masterflex S.A.R.L., based in Béligneux, France, which has been part of the Masterflex Group since 1992 and is the sales office for France.

In the 2024 financial year, non-controlling interests accounted for total comprehensive income of EUR 56 thousand (previous year: EUR 44 thousand).

11. Provisions

The provisions are made up as follows:

in EUR thousand	Balance on Jan. 1, 2024	Utilisation	Reversal	Addition	Balance on Dec. 31, 2024
Royalties	321	167	16	127	265
Warranties	154	154	0	145	145
Total	475	321	16	272	410

a) Non-current provisions

Non-current provisions relate to the performance-related components of Management Board remuneration totalling EUR 265 thousand (previous year: EUR 321 thousand), which are not paid out until the third year after the reference year.

b) Current provisions

Warranty provisions were recognised in the amount of the expected expenses for warranty claims that had become known by the balance sheet date.

12. Financial liabilities

The financial liabilities as at 31 December 2024 comprise the following:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Liabilities to banks	14,543	0
Lease liabilities	4,182	3,283
Other financial liabilities	161	0
Non-current financial liabilities	18,886	3,283
Liabilities to banks	0	19,952
Lease liabilities	1,519	910
Other financial liabilities	129	0
Current financial liabilities	1,648	20,862
Total financial liabilities	20,534	24,145

Liabilities to banks

Liabilities to banks are broken down by maturity as follows:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Liabilities with a remaining term of up to 1 year	0	19,952
Liabilities with a remaining term of between 1 and 5 years	14,543	0
Total liabilities to banks	14,543	19,952

If the financial liabilities relate to current financial liabilities, the fair values correspond to the carrying amounts. If the financial liabilities relate to the syndicated loan agreement, the effective interest method is applied.

The syndicated loan agreement concluded in September 2024 has a volume of EUR 55.0 million and a term until September 2029. Utilisation amounted to EUR 15.0 million as at the reporting date. Due to the use of the effective interest method, there is a difference of EUR 457 thousand as at 31 December 2024 between the loan amount drawn of EUR 15,000 thousand and the liabilities to banks of EUR 14,543 thousand measured at amortised cost.

On initial recognition, the syndicated loan agreement was reduced by the directly attributable transaction costs of EUR 486 thousand. It is subsequently measured at amortised cost using the effective interest method. The difference between the disbursement amount (after deduction of transaction costs) and the repayment amount is distributed over the term in line with the effective interest rate and recognised in net interest income.

The receivables of the bank consortium from the syndicated loan agreement are collateralised by the companies of the Masterflex Group with assets with a carrying amount of EUR 13,523 thousand (previous year: EUR 43,074 thousand).

Of this amount, EUR 13,523 thousand (previous year: EUR 14,167 thousand) is attributable to land charges.

The fair value of liabilities to banks corresponds to the stated carrying amounts.

Interest rates of between 4.35% and 5.18% (previous year: 3.45% and 5.22%) were charged on liabilities to banks in the eurozone, depending on maturity and financing purpose.

As at 31 December 2024, there were bank lines (cash credit lines) of EUR 55,626 thousand. Of this amount, unutilised bank credit lines totalled EUR 40,626 thousand.

Lease liabilities

The outstanding lease payments have the following due dates:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Liabilities with a remaining term of up to 1 year	1,519	910
Liabilities with a remaining term of between of up to 1 year	4,182	3,283
Total lease liabilities	5,701	4,193

Further details on lease liabilities are provided in Note 17.

13. Income tax liabilities

Income tax liabilities relate to current taxes and totalled EUR 1,454 thousand as at the balance sheet date (previous year: EUR 3,237 thousand).

14. Other liabilities

The details of other liabilities are shown in the following table:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Trade accounts payable	2,149	2,023
Contract liabilities	226	307
Other liabilities	4,480	4,878
Total other liabilities	6,855	7,208

The contract liabilities recognised result from advance payments received from contracts with customers that are serviced and invoiced by the Group in the short term through the delivery of finished products.

Other liabilities include the following items:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Bonuses, severance payments, commissions	1,412	1,623
Liabilities from taxes	657	612
Deferred income	625	662
Outstanding invoices	499	737
Acquisition costs	320	311
Holiday	272	226
Liabilities towards employees	215	193
Bonuses to customers	151	173
Debtors with credit balances	133	109
Social security	128	156
Employer's liability insurance association	86	76
Total	4,480	4,878

The deferrals consist almost exclusively of government grants that serve to promote investment. The reversal of deferred items leads to other income totalling EUR 37 thousand.

The grants received mainly relate to grants for the expansion of operating facilities and for technical equipment and machinery in the years 1995 to 2011. The grants were awarded for the purchase of machinery and operating and office equipment. The necessary proof of utilisation has been provided in full.

The item "Other liabilities" includes liabilities totalling EUR 588 thousand (previous year: EUR 625 thousand) that are not due until one year after the balance sheet date.

15. Trade payables

The following trade payables existed as at the balance sheet date of 31 December:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Trade accounts payable	2,149	2,023

The fair values correspond to the recognised carrying amounts. Trade payables totalling EUR 2,149 thousand (previous year: EUR 2,023 thousand) are due within one year.

16. Financial instruments

This section provides a summarised overview of the Masterflex Group's financial instruments.

The following overview summarises the carrying amounts of the financial instruments included in the consolidated financial statements according to the IFRS measurement categories:

in EUR thousand	Dec. 31, 2024	Dec. 31, 2023
Financial assets
Measured at amortised cost	21,460	21,342
Measured at fair value through other comprehensive income (hedging relationship)	0	101
Measured at fair value without effect on profit or loss	86	62
Financial liabilities
Measured at amortised cost	26,474	30,691
Measured at fair value through other comprehensive income (hedging relationship)	290	0

The carrying amounts and fair values of current and non-current financial assets as at the reporting date were as follows:

		Dec. 31, 2024
	Total	AC		FVPL		FVOCI
in EUR thousand	CA*	CA*	FV*	CA*	FV*	CA*	FV*
Assets
Financial assets	86	–	–	–	–	86	86
Cash and cash equivalents	11,584	11,584	11,584	–	–	-	-
Trade receivables	9,285	9,285	9,285	–	–	-	-
Other financial assets	-	-	-	–	–	-	-
Other assets	591	591	591	–	–	-	-
Total assets	21,546	21,460	21,460	–	–	86	86
Liabilities
Liabilities to banks	14,543	14,543	14,543	–	–	–	–
Lease liabilities	5,701	5,701	5,701	–	–	–	–
Other financial liabilities	290	-	-	–	–	290	290
Trade accounts payable	2,149	2,149	2,149	–	–	–	–
Other liabilities	4,081	4,081	4,081	–	–	–	–
Total liabilities	26,764	26,474	26,474	–	–	290	290

* CA = Carrying amount, FV = Fair value

		Dec. 31, 2023
	Total	AC		FVPL		FVOCI
in EUR thousand	CA*	CA*	FV*	CA*	FV*	CA*	FV
Assets
Financial assets	62	–	–	–	–	62	62
Cash and cash equivalents	11,026	11,026	11,026	–	–	0	0
Trade receivables	9,886	9,886	9,886	–	–	0	0
Other financial assets	101	0	0	–	–	101	101
Other assets	430	430	430	–	–	0	0
Total assets	21,505	21,342	21,342	–	–	163	163
Liabilities
Liabilities to banks	19,952	19,952	19,952	–	–	–	–
Lease liabilities	4,193	4,193	4,193	–	–	–	–
Other financial liabilities	0	0	0	–	–	–	–
Trade accounts payable	2,023	2,023	2,023	–	–	–	–
Other liabilities	4,523	4,523	4,523	–	–	–	–
Total liabilities	30,691	30,691	30,691	–	–	–	–

The Masterflex Group does not hold any cash collateral and does not carry out any offsetting in the balance sheet. Derivative financial instruments, bank balances and liabilities to banks are recognised gross in the consolidated balance sheet.

The Masterflex Group does not hold any collateral with regard to financial assets.

The Masterflex Group distinguishes between recoverable, non-performing and uncollectible financial assets. Recoverable financial assets are written down according to the expected 12 month credit loss. For non-performing financial assets, impairment is recognised in the amount of the expected credit loss until final maturity. Irrecoverable receivables are recognised as disposals. A receivable is considered to be non-performing (definition of default) if a maturity of more than 90 days or a deterioration in the customer's creditworthiness indicates that a debtor will not fulfil its payment obligations to the Masterflex Group.

The following overview summarises the credit quality and the maximum default risk of the financial assets measured at amortised cost according to the aforementioned categories:

Dec. 31, 2024 in EUR thousand	Credit quality	Treatment	Gross carrying amount	Value adjustment	Net carrying amount
Other assets	collectible	12-month ECL*	591	0	591
	non-performing	lifetime ECL*	0	0	0
Trade receivables	collectible	lifetime ECL* simplified approach	8,195	0	8,195
	non-performing	lifetime ECL*	1,164	74	1,090
			9,359	74	9,285
Cash and cash equivalents	collectible	12-month ECL*	11,584	0	11,584
	non-performing	lifetime ECL*	0	0	0
			11,584	0	11,584

* ECL = Expected Credit Loss

Dec. 31, 2023 in EUR thousand	Credit quality	Treatment	Gross carrying amount	Value adjustment	Net carrying amount
Other assets	collectible	12-month ECL*	430	0	430
	non-performing	lifetime ECL*	0	0	0
Trade receivables	collectible	lifetime ECL* simplified approach	9,243	0	9,243
	non-performing	lifetime ECL*	768	125	643
			10,011	125	9,886
Cash and cash equivalents	collectible	12-month ECL*	11,026	0	11,026
	non-performing	lifetime ECL*	0	0	0
			11,026	0	11,026

The Masterflex Group recognises valuation allowances on loans and other receivables taking into account past events and expectations regarding the future development of credit risk. The methods used to measure the valuation allowance have not changed compared to the previous year.

Due to the slight improvement in the credit rating of customers, valuation allowances decreased from EUR 125 thousand in the previous year to EUR 74 thousand in the 2024 financial year.

Cash and cash equivalents consist of cash on hand and bank balances. The Masterflex Group invests cash and cash equivalents exclusively with banks with the highest creditworthiness and a probability of default close to zero. In the event of a significant increase in the probability of default, the Group companies are instructed to withdraw cash and cash equivalents immediately. For this reason, cash and cash equivalents are categorised as recoverable (12-month ECL).

In accordance with the simplified approach under IFRS 9.5.5.15, valuation allowances on trade receivables are consistently measured at the expected credit loss until final maturity.

When determining the value adjustment, receivables are divided into risk categories and assigned different impairment rates. Receivables are written off if a debtor is in serious financial difficulties and there is no prospect of recovery.

The subsidiaries included in the consolidated financial statements of Masterflex SE determine the default risk according to individual approaches, taking into account country and business unitspecific risks. In doing so, the companies draw on data from Schufa, historical default rates and customer-specific forward-looking credit risk analyses, among other things. The Masterflex Group has no significant portfolio of overdue assets.

In the case of trade receivables, the expected credit loss model was reviewed with regard to the assessment of future economic conditions in the wake of the current geopolitical uncertainties. The focus here was particularly on the past and expected payment behaviour of our customers. Our trade receivables mainly consist of outstanding invoices for delivered products. In the course of the review, we did not become aware of any issues in connection with our receivables portfolio that would indicate a significant impairment. We continuously monitor our trade receivables with regard to a possible deterioration due to geopolitical uncertainties.

Net results of financial instruments

Net results for 2024 broken down by measurement category:

in EUR thousand	Interest result	Operating result	Other result	Net results 2024
Financial assets
Measured at amortised cost	0	51	0	51
Measured at fair value through other comprehensive income	0	0	25	25
Measured at fair value through other comprehensive income (hedging relationship)	0	0	0	0
Financial liabilities
Measured at amortised cost	-1,335	0	0	-1,335
Measured at fair value without effect on profit or loss (hedging relationship)	0	0	-361	-361
Total	-1,335	0	-361	-1,696

Net results for 2023 broken down by measurement category:

	Interest	Operating		Net results
in EUR thousand	result	result	Other result	2023
Financial assets
Measured at amortised cost	0	31	0	31
Measured at fair value through other comprehensive
income	0	0	-26	-26
Measured at fair value through other comprehensive
income (hedging relationship)	0	0	-145	-145
Financial liabilities
Measured at amortised cost	-1,224	0	0	-1,224
Measured at fair value without effect on profit or loss
(hedging relationship)	0	0	0	0
Total	-1,224	0	0	-1,224

Derivative financial instruments

The Group has concluded two fixed forward exchange contracts to hedge highly probable transactions (sales of products) and these are recognised as hedging relationships. The agreements each have a term until 11 March 2027. The market value of the derivative concluded for a total of USD 4,320 thousand amounted to EUR -290 thousand on the balance sheet date and was recognised under other financial liabilities. As the hedging relationship was essentially classified as fully effective, EUR -361 thousand was recognised in other comprehensive income as changes in the value of the hedging instrument.

As at 31 December 2024, the amount recognised in the reserve for the fair value measurement of hedging instruments was EUR -203 thousand, which resulted from the hedging instrument of EUR 274 thousand less deferred taxes of EUR 87 thousand.

The fair value of the forward exchange contracts was determined externally on the basis of a Black-Scholes valuation. The forward exchange contracts were allocated to Level 2 and assigned to the measurement category "Financial assets (debt instruments) measured at fair value through other comprehensive income".

17. Leases

Leases were primarily concluded for property and vehicles. Lease agreements are negotiated individually and contain different agreements on, for example, extension, cancellation or purchase options.

Contracts for the rental of land and buildings have an average term of 6 years. The payments agreed for these contracts are adjusted annually in many cases. Lease agreements for properties other than land and buildings generally have terms of 3 years on average.

As a rule, contracts for vehicle hire include a right of early return and an option to extend.

For details on lease liabilities, please refer to Notes 12 and 29. Rights of use are recognised in property, plant and equipment.

In connection with leases, the following amounts were also recognised in the income statement in the 2024 financial year:

in EUR thousand	2024	2023
Interest expense from the accrual of interest on lease liabilities	168	143
Expenses for short-term leases with a term of more than one and not more than 12 months	55	52
Expenses for leases with underlying assets of low value (excluding short-term leases)	178	156
Total	401	351

The cash outflows in connection with the activities as lessee amounted to EUR 1,898 thousand in 2024 (previous year: EUR 1,690 thousand).

Notes to the Consolidated Income Statement

18. Revenue

Revenue is recognised in accordance with IFRS 15. Contracts with customers are not summarised, as there is either a framework agreement that governs relationships with customers and is usually renegotiated annually, or customers place orders on a case-by-case basis and on request.

The contractual performance obligation with the corresponding consideration/transaction price is specified in the customer's orders for each item and the consideration is thus allocated to the individual performance obligations. Customer bonuses are calculated on the basis of the sales volume expected with the customer by the end of the financial year and recognised as a reduction in revenue until payment is made to the customer.

Revenue from the delivery of high-tech hoses and connection systems is recognised at a point in time, as the criteria for revenue recognition over time in IFRS 15.35 are not met. The transfer of control of high-tech hoses and connection systems supplied to customers is recognised at the time of delivery of these goods to the customer in accordance with the delivery terms, as most of the indicators listed in IFRS 15.38 are met at this time. Standard industry payment terms without significant financing components are used. Variable consideration is generally not recognised. Contracts with customers only contain functional guarantees in relation to the intended use.

Sales include sales of high-tech hoses and connection systems less sales deductions and were all recognised at a point in time in the 2024 financial year.

As at 31 December 2024, there were trade receivables of EUR 9,285 thousand (previous year: EUR 9,886 thousand). There were no contract assets from contracts with customers as at 31 December 2023 or 31 December 2024.

19. Other income

Other income breaks down as follows:

in EUR thousand	2024	2023
Exchange rate gains from currency translation	231	442
Income from non-operating ancillary revenues	130	109
Allowances	37	38
Other income unrelated to the accounting period	36	193
Income from the reversal of deferrals	25	39
Insurance compensation	17	0
Income from the sale of investments	5	16
Expenditure subsidy from public authorities	2	16
Income from the reversal of valuation allowances on receivables	0	1
Write-ups on land and buildings	0	0
Other	78	157
Total	561	1,011

The non-operating ancillary revenues relate to a large number of individual cases from the operating business, such as sales to employees, merchandising and scrap proceeds.

20. Cost of materials

The cost of materials breaks down as follows:

in EUR thousand	2024	2023
Cost of raw materials, supplies and merchandise	27,789	31,894
Expenses for services purchased	320	316
Total	28,109	32,210

21. Personnel expenses

Personnel expenses increased by EUR 212 thousand to EUR 35,657 thousand in 2024 (previous year: EUR 35,445 thousand). Personnel expenses include wages and salaries totalling EUR 29,204 thousand (previous year: EUR 29,124 thousand) as well as social security contributions and pension expenses of EUR 6,453 thousand (previous year: EUR 6,321 thousand).

Defined contribution plans exist for the Company pension scheme. In the case of defined contribution plans, the Company does not enter into any further obligations beyond the payment of contributions to funds. The expenses are recognised in current personnel expenses; no provision is recognised. The expenses for this amount to EUR 461 thousand (previous year: EUR 496 thousand). Employer contributions to pension insurance are not included in these benefits.

22. Other expenses

Other expenses break down as follows:

in EUR thousand	2024	2023
Selling expenses	5,886	6,085
Operating expenses	3,694	3,463
Administrative expenses	3,863	3,541
Room operating costs	2,168	2,185
Insurance	542	506
Expenses from exchange rate differences	88	592
Expenses for valuation allowances	35	6
Warranties	0	5
Other	127	223
Other taxes	352	317
Total	16,755	16,923

23. Research and development costs

Development costs eligible for capitalisation were recognised under "Intangible assets". Research and non-capitalisable development costs were recognised as expenses at the time they were incurred. Research and development expenses of EUR 745 thousand (previous year: EUR 693 thousand) were incurred in the 2024 financial year.

24. Impairment of assets

In accordance with IAS 36 (Impairment of Assets) and IAS 38 (Intangible Assets), goodwill and internally generated intangible assets whose production has not yet been completed are subject to regular impairment tests.

Goodwill and internally generated intangible assets whose production has not yet been completed are tested annually for possible impairment. If events or changes in circumstances occur that indicate a possible impairment, the impairment test must also be carried out more frequently.

As part of the impairment test, the residual carrying amounts of the individual cash-generating units (CGUs) in the Masterflex Group are compared with their respective recoverable amount, i.e. the higher of the fair value less costs to sell and the value in use.

In cases where the carrying amount of the cash-generating unit is higher than its recoverable amount, the difference is recognised as an impairment loss.

The recoverable amount is determined by calculating the value in use using the discounted cash flow method. The cash flows used to determine the value in use were calculated on the basis of the management's medium-term planning. These five-year plans, in particular for sales and earnings development, are based on past experience and expectations of future market developments, taking into account strategic and operational measures already initiated to manage the business segment on the basis of management's best estimate of future developments.

The cost of capital is calculated as the weighted average cost of equity and debt (WACC = weighted average cost of capital). The cost of equity is derived from a peer group analysis of the relevant market and thus from available capital market information.

In order to take account of the different risk/return profiles of our main areas of activity, we calculate individual cost of capital rates for our companies (CGUs). The weighted average cost of capital (WACC before tax) used to discount the cash flows is between 9.39% and 11.16% (previous year: 7.15% and 8.53%). Please refer to the following table for a presentation per CGU. When extrapolating future cash flows beyond the detailed planning period of five years, a growth rate of 1.0% was applied for the CGUs, as in the previous year.

As in the previous year, the acquisitions of subsidiaries made in previous years resulted in the following goodwill, which was allocated to the following CGUs. In addition to the amortised cost of goodwill for each CGU, the following table also shows their individual cost of capital:

	EUR thousand	WACC 2024	WACC 2023
APT Advanced Polymer Tubing GmbH	5,929	11.16	7.97
Flexmaster USA, Inc.	1,488	11.12	8.53
FLEIMA-PLASTIC Ltd.	1,075	9.39	7.15
Novoplast Schlauchtechnik GmbH	462	9.87	7.59
Matzen & Timm GmbH	233	10.06	8.47
Total	9,187

In the 2023 and 2024 financial years, the impairment test of goodwill did not reveal any need for impairment. An increase in the discount rate by 1 percentage point would not have led to any impairment of goodwill.

25. Financial result

The financial result breaks down as follows:

in EUR thousand	2024	2023
Other interest and similar income	17	14
Interest and similar expenses	-1,335	-1,224
Total	-1,318	-1,210

Interest income results from the short-term segment.

26. Income tax

The income tax expense in the income statement is broken down as follows:

in EUR thousand	2024	2023
Income tax expense	-3,066	-3,085
Deferred taxes
from time differences	-73	-66
from loss carryforwards	209	42
Total deferred taxes	136	-24
Total income tax expense	-2,930	-3,109

The following reconciliation of income taxes for the 2024 financial year is based on the overall tax rate (trade tax and corporation tax rate including solidarity surcharge on the corporation tax rate) of 30.0% (previous year: 30.0%) and reconciles this to the effective tax rate of 26.1% (previous year: 27.9%):

in EUR thousand	2024	2023
Earnings before income taxes	11,216	11,146
Expected tax expense 30.0%	-3,365	-3,344
Change in deferred tax assets on loss carryforwards or utilisation of loss carryforwards in the fiscal year/unutilised losses	19	-14
Effects of non-deductible expenses and tax-exempt income	-131	-134
Tax effect on tax rate differences	577	457
Other	-30	-74
Total tax expense	-2,930	-3,109

The initial figure (earnings before income taxes) corresponds to the consolidated net profit for the year plus taxes on income and earnings or deferred taxes according to the income statement.

Deferred taxes result from loss carryforwards and the individual balance sheet items as follows:

	Dec. 31, 2024			Dec. 31, 2023
in EUR thousand	Deferred tax assets	Deferred tax liabilities	Deferred tax assets	Deferred tax liabilities
Loss carryforwards	276	0	67	0
Fixed assets	381	1,386	368	1,357
Financial assets	0	0	0	30
Inventories	35	0	38	0
Receivables	14	203	12	179
Other assets	22	28	28	25
Provisions	12	0	10	0
Liabilities	231	42	175	31
Before netting	971	1,659	698	1,622
Balancing	-607	-607	-598	-598
Consolidated Statement of Financial Position	364	1,052	100	1,024

Deferred tax assets and liabilities are netted if there is a legally enforceable right to offset current tax assets against current tax liabilities and if the deferred taxes relate to income taxes levied by the same tax authority.

The recoverability of deferred tax assets on loss carryforwards was tested using a five-year plan, taking into account minimum taxation. The recoverability is given due to the positive earnings expectations derived on the basis of medium-term planning. Some of the loss carryforwards also arose due to expenses in connection with the refinancing and the capital increase. The realisation of these loss carryforwards is guaranteed with sufficient certainty.

As at 31 December 2024, Masterflex recognised deferred tax assets of EUR 276 thousand (previous year: EUR 67 thousand) on tax loss carryforwards.

The tax rates for foreign companies vary between 21% and 26%.

No deferred tax assets were recognised on tax loss carryforwards of EUR 6,608 thousand (previous year: EUR 8,810 thousand), as their utilisation is not sufficiently certain. The loss carryforwards of the German companies can be carried forward indefinitely. The utilisation of loss carryforwards of foreign companies is generally limited in time.

No deferred tax liabilities were recognised on temporary differences in connection with affiliated companies in the amount of EUR 9,930 thousand (previous year: EUR 10,020 thousand), as it is not probable that these temporary differences will reverse in the foreseeable future and the Masterflex Group is in a position to control the reversal.

Other comprehensive income includes taxes totalling EUR 87 thousand (previous year: EUR 44 thousand) resulting from exchange rate differences in accordance with IAS 21, which were charged or credited directly to equity.

27. Earnings per share

Earnings per share are calculated as follows:

	2024	2023
Result of the fiscal year (EUR thousand)	8,230	7,993
Weighted average of shares issued	9,618,334	9,618,334
Earnings per share (EUR)	0.86	0.83

There are no dilutive effects for either the 2024 financial year or the previous year.

28. Appropriation of earnings

The annual financial statements of Masterflex SE under commercial law show retained earnings of EUR 26,012 thousand as at 31 December 2024.

The Management Board and Supervisory Board propose to the Annual General Meeting that an amount of EUR 2,596,950.18 be distributed to shareholders as a dividend from the net retained profits of Masterflex SE as at 31 December 2024 in the amount of EUR 26,011,917.69 on the 9,618,334 issued shares of share capital as at 31 December 2024 and that the remaining amount of EUR 23,414,967.51 be carried forward to new account. This corresponds to a dividend of EUR 0.27 per dividend-bearing share.

As at 31 December 2024, Masterflex SE has amounts blocked from distribution totalling EUR 1,694 thousand, of which EUR 1,562 thousand is attributable to the capitalisation of development costs.

29. Financial risk management

In addition to recognising, assessing and monitoring risks in the processing of operating business and, in particular, the resulting financial transactions, risks are managed by the Management Board in close cooperation with the Group companies. Particular attention is paid to hedging certain risks, such as currency, interest rate, price, default and liquidity risks.

In addition to the primary financial instruments, various derivative financial instruments can be used, including forward exchange transactions, currency options and interest rate swaps. Derivative financial instruments are used exclusively to hedge existing or planned underlying transactions and serve to reduce foreign currency, interest rate and commodity price risks and are used in individual cases in consultation with the Management Board of Masterflex SE.

Management of currency risks

The international nature of the Group's business activities entails cash flows in various currencies, particularly in US dollars. Foreign currency items include currency risks from highly probable future business transactions, foreign currency receivables and liabilities and from firmly contracted purchase and sales contracts in foreign currencies. Orders in emerging markets are generally invoiced in US dollars or euros.

The sensitivity analysis based on the outstanding monetary items denominated in US dollars and assuming a ten per cent change in the US dollar against the euro results in an impact of around EUR 418 thousand on equity.

As at 31 December 2024, the Group held the following instruments to hedge against exchange rate fluctuations:

	Maturity
	1-6 months 7-12 months		More than a year
Exchange rate risk
Forward exchange transactions
Net risk in TUSD	480	480	1,200
Average EUR:USD forward rate	1.1817	1.1817	1.1817
Net risk in TUSD	480	480	1,200
Average EUR:USD forward rate	1.1169	1.1169	1.1169

Management of interest rate risks

Due to the international orientation of our business activities, Masterflex procures and invests liquidity on the international money and capital markets in various currencies.

The resulting financial liabilities and cash investments are partially exposed to interest rate risk. Derivative financial instruments can be used on a case-by-case basis to hedge the interest rate risk with the aim of minimising the interest rate volatility and financing costs of the underlying transactions.

The sensitivity analysis was determined on the basis of the interest rate risk exposure on the balance sheet date. For variable-interest liabilities, the analysis is prepared on the assumption that the amount of the outstanding liability was outstanding for the entire year as at the balance sheet date.

Based on a fluctuation in the interest rate of 100 basis points, the sensitivity analysis leads to a cash outflow of approximately EUR 196 thousand.

Management of default risks

At Masterflex, the risks of customer receivables are monitored and evaluated on a decentralised basis and default is limited in some cases through the use of trade credit insurance.

As at the balance sheet date, there were trade receivables from a large number of domestic and foreign customers from various sectors. There was only a negligible risk of default.

Risk management in relation to loans and shares in subsidiaries is carried out via a Group-wide controlling system with fully consolidated planning calculations, monthly consolidated financial statements and regular discussions on the course of business.

The maximum default risk results from the carrying amounts of the financial receivables recognised in the balance sheet.

Management of liquidity riskst

Group liquidity management to reduce liquidity risks includes the safeguarding of cash and cash equivalents, the availability of sufficient credit lines and the ability to close out market positions.

The table shows the contractually agreed repayments of financial liabilities:

2024 in EUR thousand	Carrying amount	2025	2026	2027	2028	2029	≥ 2030
Trade payables	2,149	2,149	0	0	0	0	0
Liabilities to banks	14,543	0	0	0	0	14,543	0
Lease liabilities	5,701	1,519	1,341	878	430	452	1,081
Other liabilities	3,855	3,855	0	0	0	0	0
Total	26,248	7,523	1,341	878	430	14,995	1,081
2023 in EUR thousand	Carrying amount	2024	2025	2026	2027	2028	≥ 2029
Trade payables	2,023	2,023	0	0	0	0	0
Liabilities to banks	19,952	19,952	0	0	0	0	0
Lease liabilities	4,193	910	706	521	337	347	1,372
Other liabilities	4,216	4,216	0	0	0	0	0

The table only contains the contractually agreed payments from the financial liabilities up to the reporting date without budgeted figures for future new liabilities. Financial liabilities repayable at any time are shown as due within one year. Payments from operating leases are recognised under financial liabilities.

The accruals recognised under "Other liabilities" in the amount of EUR 625 thousand (previous year: EUR 662 thousand) are non-cash items. For this reason, the reversal is not shown in the table.

30. Contingent liabilities and other financial obligations

With the exception of the collateral mentioned in Notes 3, 12 and 16, there were no contingent liabilities from warranty agreements, guarantees and other contingent liabilities as at the balance sheet date.

31. Segment reporting

The Masterflex Group is managed as a single-segment company. It is managed on the basis of information at Group level, which the entire Management Board, as chief operating decision maker, receives to measure performance and allocate resources for the entire Masterflex Group (so-called "management approach").

Following the disposal of business units in previous years, Masterflex SE only reports one operating segment, the core business unit (HTS).

The activities of the High-tech Hose Systems (HTS) segment, which represents the core business of the Masterflex Group, focus on the development and manufacture of technically sophisticated high-tech hose systems, moulded parts and injection-moulded elements made of innovative special plastics for industrial and medical applications. The products in this segment are used in a wide variety of industrial sectors, such as the chemical industry, the food industry, automotive engineering and medical technology.

The segment is managed in terms of both sales and earnings (earnings before interest and taxes (EBIT)).

Segment assets include operating assets such as property, plant and equipment, intangible assets including goodwill, inventories, receivables, other assets and cash and cash equivalents. Tax receivables, deferred tax assets and financial assets are not part of the segment assets to be reported in accordance with IFRS 8.

According to IFRS 8, liabilities are only to be included in segment reporting if they are regularly used and reported for corporate management purposes. Masterflex SE does not use this indicator and therefore does not disclose it.

in EUR thousand	2024	2023
Sales revenue from third parties outside the Group	98,071	101,115
EBIT	12,534	12,355
Investments in property, plant and equipment and intangible assets	5,722	5,437
Scheduled depreciation	5,446	5,291
Assets	93,890	93,691

Segment information:

The geographical distribution of sales is recognised at Group level. The basis for calculation is the customer's registered office. This results in a geographical distribution of sales as follows:

in EUR thousand	2024	2023
Germany	39,554	44,512
Rest of Europe	21,542	21,562
Third countries	36,975	35,041
Total	98,071	101,115

In the 2024 financial year, no sales > 10% of consolidated sales were generated with any customer.

The reconciliation of EBIT to earnings after taxes is as follows:

Reconciliation to Group after-tax result in EUR thousand	2024	2023
EBIT	12,534	12,355
Interest income/income from investments	17	14
Interest expense, etc.	-1,335	-1,224
EBT	11,216	11,146
Taxes on income and earnings	-3,066	-3,085
Deferred taxes	136	-24
Earnings after taxes	8,286	8,037

Rounding differences possible

In accordance with IFRS 8, the geographical breakdown of non-current assets must be disclosed. Non-current assets include property, plant and equipment, intangible assets and other noncurrent assets. Deferred taxes and financial assets are not part of the non-current assets to be presented in accordance with IFRS 8.

Non-current assets in EUR thousand	2024	2023
Germany	42,900	44,344
Rest of Europe	914	815
Third countries	5,619	3,997
Total	49,433	49,156

Segment assets are reconciled to Group assets as follows:

in EUR thousand	2024	2023
Segment assets	93,096	93,183
Deferred tax assets	364	100
Tax receivables	344	346
Financial assets	86	62
Group assets	93,890	93,691

32. Cash flow statement

The consolidated cash flow statement has been prepared in accordance with IAS 7. A distinction is made between cash flows from operating, investing and financing activities. The cash and cash equivalents recognised in the cash flow statement correspond to the balance sheet item "Cash and cash equivalents".

The consolidated cash flow statement is prepared using the indirect method for cash flow from operating activities and the direct method for cash flow from investing and financing activities.

Liabilities from financing activities developed as follows from 1 January to 31 December 2024:

in EUR thousand	As of Dec. 31, 2023	Cash effective	Non-cash (accrued interest)	Non-cash (lease liabi lity)	Non-cash items (foreign exchange trans actions)	As of Dec. 31, 2024
Current financial liabilities	20,862	-1,409	-18,543	609	129	1,648
Non-current financial liabilities	3,283	-4,000	-18,543	899	161	18,886
Total liabilities from financing activities	24,145	-5,409	0	1,508	290	20,534

33. Related party disclosures

Transactions between Masterflex SE and its consolidated subsidiaries are conducted at arm's length and have been eliminated on consolidation.

The remuneration of the key management personnel of the Group that must be disclosed in accordance with IAS 24 comprises the remuneration of the Management Board and Supervisory Board.

The remuneration of the Management Board is performance-related in its entirety and consisted of three components in the financial year: non-performance-related remuneration, performancerelated remuneration and a component with a long-term incentive effect.

In the past financial year, the total remuneration for the Management Board and Supervisory Board in accordance with IFRS totalled EUR 1,385 thousand (previous year: EUR 1,281 thousand). The remuneration of the Supervisory Board totalled EUR 106 thousand (previous year: EUR 106 thousand) and consisted exclusively of short-term components.

The following table shows the individual components of Management Board remuneration in accordance with IFRS:

in EUR thousand	2024	2023
Basic remuneration	750	680
Remuneration in kind and fringe benefits	87	88
Total short-term non-performance-related remuneration	837	768
Short-term performance-related remuneration	268	325
Total short-term remuneration	1,105	1,093
Long-term performance-related remuneration	174	82
Total long-term remuneration	174	82
Total remuneration (according to IFRS)	1,279	1,175

The total remuneration of the Management Board and Supervisory Board in accordance with the German Commercial Code (HGB) totalled EUR 1,306 thousand (previous year: EUR 1,292 thousand). Of this amount, EUR 1,200 thousand (previous year: EUR 1,186 thousand) was paid to the Management Board and EUR 106 thousand (previous year: EUR 106 thousand) to the Supervisory Board. The remuneration of the Management Board consisted of short-term nonperformance-related remuneration of EUR 837 thousand (previous year: EUR 768 thousand), short-term performance-related remuneration of EUR 236 thousand (previous year: EUR 272 thousand) and long-term performance-related remuneration of EUR 127 thousand (previous year: EUR 146 thousand). The remuneration for Supervisory Board members included attendance fees totalling EUR 6 thousand (previous year: EUR 6 thousand).

34. Declaration of the German Corporate Governance Code

In December 2024, the MANAGEMENT Board and Supervisory Board of Masterflex SE again issued a declaration of conformity in accordance with Section 161 AktG and made it permanently available to shareholders on the Company's website at:

https://www.masterflexgroup.com/investor-relations/corporate-governance/

35. Number of employees

The number of employees in the reporting period is broken down by functional area as follows:

	2024	2023
Production	382	430
Sales	81	93
Management	98	104
Technology	40	35
Employees in the Group	601	662
thereof trainees	15	14

36. Auditor's fees

In the 2024 financial year, the expense (provision) for the auditor of the consolidated financial statements, BDO AG, Wirtschaftsprüfungsgesellschaft, totalled EUR 180 thousand and comprises the fees for the audit of the consolidated financial statements and the audit of the statutory financial statements of Masterflex SE and its domestic subsidiaries.

37. Exemption of subsidiaries pursuant to Section 264 (3) HGB

The following subsidiaries make partial use of the utilisation pursuant to Section 264 (3) HGB:

• Novoplast Schlauchtechnik GmbH
• Matzen & Timm GmbH
• M&T Verwaltungs GmbH
• FLEIMA-PLASTIC Ltd.

38. Events after the balance sheet date

There have been no significant events of particular importance for the net assets, financial position and results of operations of the Masterflex Group since the reporting date of 31 December 2024.

39. Publication of the Consolidated Financial Statements

These consolidated financial statements, which comprise the largest scope of consolidation of Masterflex SE, were prepared by the Management Board on 25 March 2025 and approved for publication on 28 March 2025.

Gelsenkirchen, March 25, 2025 The Management Board

Dr. Andreas Bastin Mark Becks (Chairman of the Management Board) (CFO)

					Exchange rate diffe
	AC/PC	Additions	Disposals	Transfers	rences	AC/PC
in EUR thousand	Jan. 1, 2024					Dec. 31, 2024
Intangible assets
Concessions, industrial property rights	4,789	63	7	125	0	4,970
Development work	2,805	414	0	-102	0	3,117
Goodwill	15,090	0	0	0	0	15,090
Prepayments made	590	0	73	-23	0	494
Total	23,274	477	80	0	0	23,671
Property, plant and equipment
Land and buildings	36,748	2,561	1,405	0	249	38,153
- thereof rights of use from IFRS 16	7,886	2,418	1,405	0	234	9,133
Technical equipment and machinery	40,667	535	165	1,101	345	42,483
Other equipment, operating and office equipment	14,467	1,386	271	8	96	15,686
- thereof rights of use from IFRS 16	1,119	531	181	0	3	1,472
Advance payments and assets under construction	950	763	7	-1,109	6	603
Total	92,832	5,245	1,848	0	696	96,925
Financial assets
Securities held as fixed assets	733	0	25	0	0	708
Total	733	0	25	0	0	708
	116,839	5,722	1,953	0	696	121,304

				Changes in fair value
	Accu	Depre		recog	Exchange	Accu
	mulated	ciation in		nised	rate	mulated	Book	Book
	deprecia	the fiscal	Dispo	directly in	diffe	deprecia	value	value
	tion	year	sals	equity	rences	tion	as at	as at
in EUR thousand	Jan. 1, 2024					Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Intangible assets
Concessions, industrial property rights	3,483	395	7	0	0	3,871	1,099	1,306
Development work	536	110	0	0	0	646	2,471	2,269
Goodwill	5,903	0	0	0	0	5,903	9,187	9,187
Prepayments made	0	0	0	0	0	0	494	591
Total	9,922	505	7	0	0	10,420	13,251	13,353
Property, plant and equip ment
Concessions, industrial property rights	17,649	2,047	1,367	0	173	18,502	19,651	19,099
- thereof rights of use from IFRS 16	4,204	1,113	1,367	0	144	4,094	5,039	3,682
Technical equipment and machinery	28,176	1,757	140	0	284	30,077	12,406	12,491
Other equipment, opera ting and office equipment	11,254	1,137	248	0	87	12,230	3,456	3,213
- thereof rights of use from IFRS 16	790	311	181	0	1	921	551	329
Advance payments and assets under construction	0	0	0	0	0	0	603	950
Total	57,079	4,941	1,755	0	544	60,809	36,116	35,753
Financial assets
Securities held as fixed
assets	672	0	25	-25	0	622	86	62
Total	672	0	25	-25	0	622	86	62
	67,673	5,446	1,787	-25	544	71,851	49,453	49,168

					Exchange rate diffe
	AC/PC	Additions	Disposals	Transfers	rences	AC/PC
in EUR thousand	Jan. 1, 2023					Dec. 31, 2023
Intangible assets
Concessions, industrial property rights	4,582	104	0	103	0	4,789
Development work	2,465	399	0	-59	0	2,805
Goodwill	15,090	0	0	0	0	15,090
Prepayments made	517	117	0	-44	0	590
Total	22,654	620	0	0	0	23,274
Property, plant and equipment
Land and buildings	36,298	655	0	15	-220	36,748
- thereof rights of use from IFRS 16	7,812	137	0	0	-63	7,886
Technical equipment and machinery	38,596	918	125	1,552	-274	40,667
Other equipment, operating and office equipment	13,445	1,256	243	170	-161	14,467
- thereof rights of use from IFRS 16	1,144	234	257	0	-2	1,119
Advance payments and assets under cons truction	771	1,988	65	-1,737	-7	950
Total	89,110	4,817	433	0	-662	92,832
Financial assets
Securities held as fixed assets	733	0	0	0	0	733
Total	733	0	0	0	0	733
	112,497	5,437	433	0	-662	116,839

Accu Depre value Accu mulated ciation in recognised Exchange mulated Book deprecia the fiscal Dispo directly in rate diffe depre value tion year sals equity rences ciation as at Jan. 1, Dec. 31, Dec. 31, in EUR thousand 2023 2023 2023 Intangible Assets Concessions, industrial property rights 3,109 374 0 0 0 3,483 1,306 Development work 435 101 0 0 0 536 2,269 Goodwill 5,903 0 0 0 0 5,903 9,187 Prepayments made 0 0 0 0 0 0 591 Total 9,447 475 0 0 0 9,922 13,353 Property, plant and equip ment Land and buildings 15,837 1,992 0 0 -180 17,649 19,099 - thereof rights of use from IFRS 16 3,154 1,103 0 0 -53 4,204 3,682 Technical equipment and machinery 26,769 1,746 125 0 -214 28,176 12,491 Other equipment, opera ting and office equip ment 10,575 1,078 242 0 -157 11,254 3,213 - thereof rights of use from IFRS 16 794 255 257 0 -2 790 329 Advance payments and assets under construction 0 0 0 0 0 0 950 Total 53,181 4,816 367 0 -551 57,079 35,753 Financial assets Securities held as fixed assets 646 0 0 26 0 672 62 Total 646 0 0 26 0 672 62			Changes in market
							Book
							value
							as at
							Dec. 31, 2022
							1,473
							2,030
							9,187
							517
							13,207
							20,461
							4,658
							11,827
							2,870
							350
							771
							35,929
							87
							87
63,274 5,291 367 26 -551 67,673 49,168							49,223

Other information

Balance sheet oath	137
Independent Auditor's report	138
Glossary	146
Imprint	147

Balance sheet oath

"To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements give a true and fair view of the earnings, asset and financial positions of the Group and the Combined Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group."

Gelsenkirchen, March 25, 2025

The Management Board

Dr. Andreas Bastin Mark Becks (Chairman of the Management Board) (CFO)

Independent auditor's report

To Masterflex SE, Gelsenkirchen

Report on the audit of the consolidated financial statements and the combined management report

Audit judgments

We have audited the Consolidated Financial Statements of Masterflex SE, Gelsenkirchen, and its subsidiaries (the Group), which comprise the Consolidated Statement of Financial Position as of December 31, 2024, the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the fiscal year from January 1, 2024, to December 31, 2024, and the Notes to the Consolidated Financial Statements, including significant information on the accounting policies.

We have also audited the Combined Management Report (Combined Management Report of the Company and the Group) of Masterflex SE for the fiscal year from January 1, 2024, to December 31, 2024. In accordance with German legal requirements, we have not audited the content of the components of the Combined Management Report mentioned under "OTHER INFORMATION."

In our opinion, based on the findings of our audit

• the accompanying Consolidated Financial Statements comply in all material respects with IFRS, the IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) (hereinafter 'IFRS Accounting Standards'), as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) of the German Commercial Code (HGB) and give a true and fair view of the assets, financial positions of the Group as of December 31, 2024 and of its earnings situation for the fiscal year from January 1, 2024, to December 31, 2024, in accordance with these requirements; and
• the accompanying Combined Management Report as a whole provides a fair view of the Group's position. In all material respects, this Combined Management Report is consistent with the Consolidated Financial Statements, complies with German legal requirements, and suitably presents the opportunities and risks of future development. Our audit opinion on the Combined Management Report does not cover the content of the parts of the Combined Management Report mentioned under "OTHER INFORMATION."

In accordance with Section 322 (3) sentence 1 of the German Commercial Code (HGB), we declare that our audit has not led to any reservations concerning the correctness of the Consolidated Financial Statements and the Combined Management Report.

Basis for the audit judgments

We conducted our audit of the Consolidated Financial Statements and the Combined Management Report in accordance with Section 317 of the German Commercial Code (HGB) and the EU Regulation on Auditing of Financial Statements (No. 537/2014; herein-after "EU-APrVO") and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Our responsibility under those provisions and standards is further described in the section "AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT" in our auditor's report. We are independent of the Group companies in accordance with European law and German commercial and professional regulations and have fulfilled our other German professional obligations in accordance with these requirements.

In addition, we declare pursuant to Article 10 (2) (f) EU-Audit Regulation that we have not performed any prohibited non-audit services in accordance with Article 5 (1) EU-Audit Regulation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements and the Combined Management Report.

Key audit matter in the audit of the consolidated financial statements

Key audit matters are those matters which, in our professional judgment, were of the greatest importance in our audit of the Consolidated Financial Statements for the fiscal year from January 1, 2024, to December 31, 2024. These matters were considered in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters.

We have identified the following matter as key audit matter to be reported in our audit opinion:

Recoverability of goodwill

Facts

Goodwill amounting to EUR 9,187 thousand (previous year EUR 9,187 thousand) is reported under the balance sheet item "Goodwill" in the Consolidated Financial Statements of Masterflex SE, representing 9.8% (previous year 9.8%) of the consolidated balance sheet total. The goodwill has been allocated to cash-generating units.

Cash-generating units with goodwill are tested for impairment by the company as of December 31 of each fiscal year and whenever there are indications of impairment. The recoverable amount based on the value in use is determined using a valuation model based on the discounted cash flow method. If the carrying amount of a cash-generating unit exceeds the recoverable amount, an impairment loss is recognised for the difference between the carrying amount and the recoverable amount.

The assessment of the recoverability of goodwill is complex and requires a number of estimates and judgments by the legal representatives, particularly with regard to the amount of future cash surpluses, the growth rate for forecasting cash flows beyond the detailed planning period and the discount rate to be used. Due to the significance of the amount of goodwill for the Consolidated Financial Statements of Masterflex SE and the significant uncertainties associated with its measurement, this is a particularly important audit matter.

Masterflex SE's disclosures on goodwill are included in Note 2 Goodwill, Note 3a) and Note 24 to the consolidated financial statements.

Audit response and findings

As part of our audit, we assessed the appropriateness of the key assumptions and discretionary parameters as well as the method of calculating the impairment tests by involving our valuation specialists. We have obtained an understanding of the planning system and process and of the significant assumptions made by the management in the planning. We have compared the forecast of future cash surpluses in the detailed planning period with the multi-year plan approved by the Supervisory Board. We verified the assumptions underlying the planning and the growth rates assumed in the forecast of cash flows beyond the detailed planning period by comparing them with current industry-specific market expectations. In addition, we critically examined the discount rates applied on the basis of the weighted average cost of capital of a peer group. Our audit also included the sensitivity analyses performed by Masterflex SE.

Overall, we were able to assure ourselves that the assumptions made by the legal representatives in performing the impairment test and the valuation parameters used are comprehensible and lie within a reasonable range.

Other information

The legal representatives or the Supervisory Board are responsible for the other information. The other information comprises:

• the separate summarised Non-Financial Report published on the parent company's website, to which reference is made in the "B. Economic Report" of the Combined Management Report.
• the section "Corporate Governance Report Corporate Governance Statement" in the Combined Management Report, which includes the (Group) Corporate Governance Statement.
• the other parts of the Management Report, with the exception of the audited Consolidated Financial Statements and Combined Management Report and our auditor's report.

Our audit opinions on the Consolidated Financial Statements and the Combined Management Report do not cover the other information and, accordingly, we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, evaluate whether the other information

• is materially inconsistent with the Consolidated Financial Statements, the Combined Management Report, or our knowledge obtained in the audit, or
• otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there has been a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of the legal representatives and the supervisory board for the consolidated financial statements and the combined management report

Management is responsible for the preparation and fair presentation of these Consolidated Financial Statements in accordance with IFRS Accounting Standards as adopted by the EU and the additional requirements of German law pursuant to Section 315e (1) of the German Commercial Code (HGB) and for such internal control as management determines is necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. Furthermore, Management is responsible for such internal control as Management determines is necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, the management is responsible for assessing the Group's ability to continue as a going concern. They are also responsible for disclosing, as applicable, matters related to a going concern. Furthermore, they are responsible for preparing the financial statements on a going concern basis unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

In addition, the management is responsible for the preparation of the Combined Management Report that as a whole provides a suitable view of the Group's position and is consistent in all material respects with the Consolidated Financial Statements, complies with German legal requirements, and suitably presents the opportunities and risks of future development. Furthermore, the management is responsible for the arrangements and measures (systems) that it determines are necessary to enable the preparation of the Combined Management Report in accordance with the applicable German legal requirements and to provide sufficient appropriate evidence for the statements made in the Combined Management Report.

The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the Consolidated Financial Statements and the Combined Management Report.

Auditor's responsibility for the audit of the consolidated financial statements and the combined management report

Our objective is to obtain reasonable assurance as to whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Combined Management Report as a whole provides a suitable view of the Group's position and is consistent, in all material respects, with the Consolidated Financial Statements and with our audit findings, complies with German legal requirements, and suitably presents the opportunities and risks of future development, and to issue an auditor's report that includes our audit opinions on the Consolidated Financial Statements and on the Combined Management Report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 of the German Commercial Code (HGB) and the EU-APrVO and in compliance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) and in supplementary compliance with ISA will always detect a material misstatement. 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 made on the basis of these Consolidated Financial Statements and the Combined Management Report.

During the audit, we exercise professional judgment and maintain a critical attitude. Furthermore, we

• identify and assess the risks of material misstatement of the Consolidated Financial Statements and the Combined Management Report, 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 audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from errors, as fraud may involve collusion, forgery, intentional omissions, misleading representations or override of internal controls.
• obtain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of arrangements and measures relevant to the audit of the combined management report 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 or on the effectiveness of these arrangements and measures.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• conclude on the appropriateness of the going concern basis of accounting used by the legal representatives in making those risk assessments and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that could 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 and the Combined Management Report or, if these disclosures are inappropriate, to modify our respective audit opinions. We draw our conclusions based on the audit evidence obtained up to the date of our audit opinion. However, future events or conditions can result in the Group being unable to continue as a going concern.
• assess 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 the Consolidated Financial Statements give a true and fair view of the asset, financial and earnings positions of the Group in accordance with IFRS Accounting Standards as adopted by the EU and the additional requirements of German law pursuant to Section 315e para. 1 of the German Commercial Code (HGB).
• plan and perform the audit of the Consolidated Financial Statements to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business segments within the Group to express opinions on the Consolidated Financial Statements and on the Combined Management Report. We are responsible for the direction, supervision and performance review of the audit activities performed for the purpose of the audit of the Consolidated Financial Statements. We are solely responsible for our audit opinions.
• assess the consistency of the Combined Management Report with the Consolidated Financial Statements, its legality and the overall presentation of the Group's position.
• perform audit procedures on the forward-looking statements made by the management in the Combined Management Report. In particular, based on sufficient appropriate audit evidence, we reproduce the significant assumptions made by the management regarding the forwardlooking statements and evaluate the appropriateness of the information derived from these assumptions. We do not express an independent opinion on the forward-looking statements or on the underlying assumptions. There is a significant unavoidable risk that future events may differ materially from the forward-looking statements.

We discuss with those charged with governance, 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 make a declaration to those charged with governance that we have complied with the relevant independence requirements and discuss with them all relationships and other matters that may reasonably be thought to bear on our independence and, where relevant, the actions taken or safeguards implemented to address independence threats.

From the matters we discussed with those responsible for governance, we determine those matters that were of the greatest significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless laws or other regulations preclude public disclosure of the matter.

Other statutory and legal requirements

Report on the audit of the electronic reproductions of the consolidated financial statements and the management report prepared for the purpose of disclosure in accordance with section 317 (3A) HGB

Audit opinion

Pursuant to Section 317 (3a) of the German Commercial Code (HGB), we have performed a reasonable assurance review to determine whether the financial statements contained in the attached file "Masterflex_KA_zLB_ESEF_31122024.zip" and prepared for disclosure purposes of the Consolidated Financial Statements and the Combined Management Report (hereinafter also referred to as the "ESEF Documents") comply in all material respects with the electronic reporting format requirements ("ESEF Format") pursuant to Section 328 (1) of the German Commercial Code (HGB). In accordance with German legal requirements, this audit extends only to the conversion of the information in the Consolidated Financial Statements and the Combined Management Report into the ESEF format and therefore neither to the information contained in these reproductions nor to any other information contained in the aforementioned file.

In our opinion, the reproductions of the Consolidated Financial Statements and the Combined Management Report included in the above-mentioned attached file and prepared for disclosure purposes comply, in all material respects, with the electronic reporting format requirements of Section 328 (1) of the German Commercial Code (HGB). We report on this audit opinion and on our audit opinions contained in the preceding "REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE ACCOMPANYING COMBINED MANAGEMENT REPORT" for the fiscal year from January 1, 2024 to December 31, 2024. In addition, we do not express any opinion on the information contained in these reproductions or on the other information contained in the aforementioned file.

Basis for the audit opinion

We conducted our audit of the reproductions of the Consolidated Financial Statements and the Combined Management Report contained in the above-mentioned attached file in accordance with Section 317 (3a) of the German Commercial Code (HGB) and in compliance with the draft IDW Auditing Standard: Audit of Electronic Reproductions of Financial Statements and Management Reports Prepared for Disclosure Purposes in Accordance with Section 317 (3a) HGB (IDW PS 410 (06.2022)). Our responsibility thereafter is further described in the section "Auditor's Responsibilities for the Audit of the ESEF Documents." Our auditing practice has applied the quality assurance system requirements of the IDW Quality Assurance Standard: Requirements for Quality Assurance in the Auditing Practice (IDW QS 1).

Responsibility of the legal representatives and the Supervisory Board for the ESEF documents

The company's management is responsible for the preparation of the ESEF documents containing the electronic reproductions of the Consolidated Financial Statements and the Combined Management Report in accordance with Section 328 (1) sentence 4 no. 1 of the German Commercial Code (HGB) and for the mark-up of the Consolidated Financial Statements in accordance with Section 328 (1) sentence 4 no. 2 of the German Commercial Code (HGB).

Furthermore, the management is responsible for the internal controls they deem necessary to enable the preparation of ESEF documents that are free from material non-compliance, whether due to fraud or error, with the requirements of Section 328 (1) of the German Commercial Code (HGB) regarding the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the accounting process.

Responsibility of the Auditor of the Consolidated Financial Statements for the audit of the ESEF Documents

Our objective is to obtain reasonable assurance as to whether the ESEF documents are free from material non-compliance, whether due to fraud or error, with the requirements of Section 328 (1) of the German Commercial Code (HGB). During the audit, we exercise professional judgment and maintain a critical attitude. Furthermore, we

• identify and assess the risks of material non-compliance with the requirements of Section 328 (1) of the German Commercial Code (HGB), whether due to fraud or error, plan and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
• obtain an understanding of internal control relevant to the audit of ESEF documents in order to design audit procedures that are appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these controls.
• assess the technical validity of the ESEF documentation, i.e. whether the file containing the ESEF documents complies with the requirements of Delegated Regulation (EU) 2019/815, as amended at the reporting date, regarding the technical specification for that file.
• assess whether the ESEF documents provide a consistent XHTML representation of the audited Consolidated Financial Statements and the audited Combined Management Report.
• assess whether the markup of the ESEF documents with inline XBRL technology (iXBRL) in accordance with Articles 4 and 6 of Delegated Regulation (EU) 2019/815, as applicable on

the reporting date, provides an adequate and complete machine-readable XBRL copy of the XHTML rendering.

Other disclosures pursuant to article 10 EU APRVO

We were elected auditors by the Annual General Meeting on July 5, 2024. We were appointed by the Supervisory Board on December 4, 2024. We have been the auditor of the Consolidated Financial Statements of Masterflex SE without interruption since the fiscal year 2020.

We declare that the audit opinions contained in this audit report are consistent with the additional report to the Supervisory Board pursuant to Article 11 EU-APrVO (audit report).

Other matters — Use of the audit opinion

Our audit opinion should always be read in conjunction with the audited Consolidated Financial Statements and the audited Combined Management Report and the audited ESEF documents. The Consolidated Financial Statements and the Combined Management Report converted to the ESEF format — including the versions to be entered in the register of companies — are merely electronic reproductions of the audited Consolidated Financial Statements and the audited Combined Management Report and do not replace them. In particular, the ESEF opinion and our audit opinion contained therein can only be used in conjunction with the audited ESEF documents provided in electronic form.

Auditor responsible

The auditor responsible for the audit is Markus Leuchter

Essen, March 25, 2025

BDO AG Wirtschaftsprüfungsgesellschaft

signed Dr. Falk signed Leuchter Certified Public Accountant Certified Public Accountant

Glossary

Gross Domestic Product (GDP)	The total value of all goods and services produced by an economy for the market within a reporting period.
Cashflow	The flow of financial resources generated from the current period, adjusted for non-cash expenses and income. It shows the company's self-financing capability or earning power.
EBITDA	Earnings before interest, taxes, depreciation and amortisation
EBIT	Earnings before interest and taxes
EBT	Earnings before taxes
Extrusion	Procedure for the processing of plastics. The raw materials in granular form are crushed and heated in a so-called extruder until they are plasticised – i.e. molda ble – so that they can be processed further.
FEP	Fluorinated ethylene propylene: fully fluorinated plastics with very high chemical resistance.
IAS	International Accounting Standards
IFRS	International Financial Reporting Standards
PFA, PTFE	Perfluoroalkoxy (PFA) and polytetrafluoroethylene (PTFE): two fluorinated plas tics with very high chemical resistance.
Stage-Gate-Prozess	Model for the optimisation of innovation and development processes. Thus, ob jectives that were not or insufficiently included in such processes should also be taken into account. These could be about: focusing and prioritising, parallel de velopments at a faster pace, using cross-divisional teams or market orientation.
Working Capital	Current assets less current liabilities.

Imprint

Masterflex SE Willy-Brandt-Allee 300 45891 Gelsenkirchen, Germany

Contact

Tel +49 209 97077 0 Fax +49 209 97077 33 info@MasterflexGroup.com www.masterflexgroup.com

Text & Editorial

CROSS ALLIANCE communication GmbH www.crossalliance.de

Layout

FAME GmbH www.fame-brand.com

Forward-looking statements

This annual report contains forward-looking statements. These statements are based on the current expectations, presumptions and forecasts of the Management Board and the information currently available to it. The forward-looking statements are not to be understood as guarantees of the future developments and results mentioned therein. Rather, the future developments and results are dependent on a large number of factors; they involve various risks and imponderables and are based on assumptions that may prove to be incorrect. We assume no obligation to update the forward-looking statements made in this report.