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Singulus Technologies AG

Annual Report Apr 30, 2025

394_rns_2025-04-30_194c96d0-fcc8-434f-a9fd-8fce9b361fde.pdf

Annual Report

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Annual Report 2024

T H I N - F I L M T E C H N O L O G Y AND SURFACE TRE ATMENT

SINGULUS TECHNOLOGIES Thin-Film Coating and Surface Treatment

SINGULUS TECHNOLOGIES develops and assembles innovative machines and systems for efficient thin-film coating and surface treatment processes, which are used worldwide in the Photovoltaics, Semiconductor, Medical Technology, Packaging, Glass & Automotive as well as Battery & Hydrogen markets.

The company's core competencies include various processes of coating technology (PVD sputtering, PECVD, evaporation), surface treatment as well as wet-chemical and thermal production processes.

SINGULUS TECHNOLOGIES sees sustainability as an opportunity to position itself with innovative products. In the focus are environmental awareness, efficient use of resources and avoidance of unnecessary CO2 pollution.

SINGULUS TECHNOLOGIES attaches great importance to responsible and sustainable corporate governance.

ANNUAL REPORT 2024

TABLE OF CONTENT

  • » Report of the Supervisory Board
  • » Report of the Executive Board
  • » Compensation Report
  • » Combined Status Report of the SINGULUS TECHNOLOGIES Group and the SINGULUS TECHNOLOGIES AG as well as Corporate Governance Report

  • » Consolidated Financial Statements of the SINGULUS TECHNOLOGIES AG

  • » Independent Auditor's Report
  • » Individual Financial Statements
  • » Glossary

REPORT OF THE SUPERVISORY BOARD

To the Shareholders of SINGULUS TECHNOLOGIES AG

Dear Shareholders,

In this report, we present the main activities of the Supervisory Board in the 2024 business year.

SINGULUS TECHNOLOGIES specializes in the development and manufacture of innovative machines and systems for efficient production processes in the areas of thin-film technology and surface treatment. The company's systems are used worldwide in markets such as photovoltaics, semiconductors, medical technology, packaging, display, automotive as well as in advanced battery technologies and in the future topic of hydrogen as an energy carrier.

SINGULUS TECHNOLOGIES' main objective is to offer customers customized solutions that are optimally tailored to their specific requirements. The company attaches great importance to close cooperation to precisely understand the needs of its customers and to provide innovative technologies that improve production processes and increase competitiveness

The global economy is under pressure from ongoing geopolitical conflicts such as the war in Ukraine and tensions in the Middle East, well as the simmering conflict between China and Taiwan. The stagnating economy in China and the existing overcapacity to produce solar panels in China have further complicated the situation. In addition, the election in the USA has led to uncertainties regarding the promotion of green technologies through the Inflation Reduction Act. These conflicts and uncertainties are destabilizing global supply chains, driving up energy and commodity prices and hampering investment. While industrialized nations are trying to support their economies through interest rate policy and green transformation, many emerging markets are struggling with the consequences of inflation and bottlenecks supply.

Key financial indicators such as sales, earnings, and thus equity and freely available cash and cash equivalents are significantly influenced by the current situation. In view of the continuing negative equity of SINGULUS TECHNOLOGIES AG, it is necessary for the Company to be able to present and document a positive going concern forecast at all times. Monitoring the liquidity situation was the focus of the Supervisory Board's activities in fiscal year 2024. The Supervisory Board was regularly informed by the Management Board about the status, consulted external experts and actively supported the securing of liquidity and the reorganization of financing. The risk of possible insolvency due to inability to pay was also examined throughout the year. Detailed information on business development and the financing situation can be found in the management report.

Supervisory Board Matters

In fiscal year 2024, the Supervisory Board of SINGULUS TECHNOLOGIES AG consisted of four members. At the proposal of the Supervisory Board and the Executive Board, the Annual General Meeting on December 14, 2023, resolved to expand the Supervisory Board by one seat from three to four members in order to take greater account of the interests of the largest shareholder. The largest single shareholder, Triumph Science & Technology Group Co Ltd (Triumph), Beijing, China, a subsidiary of China National Building Materials Group (CNBM), a state-owned enterprise of the People's Republic of China, holds 16.75% of the share capital of SINGULUS TECHNOLOGIES AG and was not represented on the Supervisory Board until this date.

At the proposal of the Supervisory Board, Mr. Denan Chu was elected to the Supervisory Board by the Annual General Meeting on December 14, 2023. The election became effective with the registration of the amendment to the Articles of Association to enlarge the Supervisory Board on January 24, 2024. Mr. Chu holds the positions of Board Secretary, General Counsel and Chief Compliance Officer at Triumph. He is also a Board Member and General Manager at China National United Equipment

Group Corporation, a subsidiary of CNBM. At its meeting on February 2, 2024, the Supervisory Board decided that the minutes will continue to be recorded in German. In addition, however, passages during Supervisory Board meetings will be held in English. It was also determined that Mr. Chu would leave the meeting for certain topics relating to CNBM to avoid conflicts of interest.

Dr. Silke Landwehrmann has resigned from her office as a member of the Supervisory Board of SINGULUS TECHNOLOGIES AG for personal reasons as of January 17, 2024. During her term of office, she shaped the company with her professional expertise and responsible actions. The Supervisory Board and the Executive Board regret her decision and thank her for her dedicated cooperation over the past years.

To succeed Dr. Landwehrmann, the Management Board proposed Ms. Martina Rabe, Dipl. Bankbetriebswirtin, to the competent local court as a substitute member. At the request of the company, Ms. Rabe was appointed by the court on January 16, 2024, as a member of the Supervisory Board with effect from January 17, 2024, until the next Annual General Meeting. In a letter dated May 21, 2024, Ms. Rabe announced her resignation for personal reasons with effect from June 18, 2024. Her seat was vacant until the 2024 Annual General Meeting.

At the Annual General Meeting on July 25, 2024, Dr. Jutta Menninger was proposed as a new member of the Supervisory Board and elected with 99.91% of the votes. Dr. Menninger's particular suitability results from her many years of experience in management positions, including as Head of the Tax Department of the Brose Group, Managing Director and Managing Partner of WTS, as well as from her current work at DJM Steuerberatungsgesellschaft mbH. Her sound training as a business graduate, doctorate in tax consultancy and auditor, as well as her experience as a partner at PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft for many years, underline her qualifications as a financial expert within the meaning of Section 100 (5) AktG.

Main areas of focus of the Supervisory Board's activities in fiscal year 2024

In the past fiscal year 2024, the Supervisory Board performed all of the tasks incumbent upon it in accordance with the statutory provisions, the Articles of Association and the rules of procedure of SINGULUS TECHNOLOGIES AG. In this capacity, the Supervisory Board advised the Executive Board on corporate governance and all significant business matters.

The rules of procedure for the Supervisory Board adopted on December 13, 2023, remain valid. They came into force upon entry of the resolutions of the Annual General Meeting on January 24, 2024, and are publicly available on the SINGULUS TECHNOLOGIES AG website at https://www.singulus.com/corporate-governance/.

A total of eleven Supervisory Board meetings were held in fiscal year 2024. Nine meetings were held as video conferences, while two meetings were held in person. The Executive Board usually attended the Supervisory Board meetings. However, the Supervisory Board also met alone when it deemed it necessary.

In the past fiscal year 2024, the Supervisory Board dealt intensively with the business performance of SINGULUS TECHNOLOGIES AG. For the economic stability of SINGULUS TECHNOLOGIES, it is important that Triumph, as the company's most important customer and largest individual shareholder, continues to place orders, supports the company in financing matters and thus fulfills the agreements made, until SINGULUS TECHNOLOGIES can once again finance itself through the capital market. In particular, the business relationships with the shareholder and major customer Triumph as well as the order situation in thin-film solar technology projects were presented by the Executive Board and discussed with the Supervisory Board.

At each meeting, the Supervisory Board was given a comprehensive report by the Executive Board on the liquidity situation and the liquidity forecast. In addition, the Supervisory Board closely monitored

the development of equity at the SINGULUS TECHNOLOGIES Group (pursuant to IFRS) and SINGULUS TECHNOLOGIES AG (pursuant to HGB).

Incoming orders, projects under negotiation and potential new business areas and markets were also discussed with the Executive Board at each meeting. The Supervisory Board was informed about the status of individual projects and when an order was expected to be placed. Particular attention was paid to major projects in the Solar segment and their extent, as well as their potential impact on the company. In this context, the macroeconomic environment that may influence such decisions was also considered.

The Management Board presented the Supervisory Board with the budget planning for 2025, broken down by segment. The individual topics were discussed by the Supervisory Board and explained by the Management Board. The company's orientation and the diversification of the individual segments were also discussed.

The Supervisory Board advised and supported the Management Board in preparing and conducting the creditors' meetings and the Annual General Meeting. The organization of the Annual General Meeting as a "virtual AGM" was discussed in detail, along with the design of the Q&A session and the impact on the decisions of key investors.

Dr .- Ing.
Wolfhard
Leichnitz
Dr. Chang-
feng Tu
Denan
Chu
Martina
Rabe *
Dr. Jutta
Menninger **
February 2
Video conference
0 0 0 0
March 14
Presence
0 O 0 0
April 4
Extraordinairy
video conference
0 0 0 0
May 8
Video conference
0 0
June 4
Extraordinairy
video conference
0 0 0
July 25
Extraordinairy presence
0 0 0
August 1
Video conference
0 0 0
October 7
Video conference
0 0 6
October 30
Video conference
(Supervisory Board only)
0 0 0 O
November 6
Video conference
0 0
December 11
Video conference
0 0 0
Total 11 11 10 4 5

Conflicts of interest

There were no conflicts of interest of members of the Management and Supervisory Boards requiring immediate disclosure to the Supervisory Board and notification of the Annual General Meeting during the past financial year.

Shareholdings of Supervisory Board members

The shareholdings of Supervisory Board members are published in the Annual Report and on the company's website.

Formation of an audit committee

At its meeting on February 2, 2024, the Supervisory Board decided to set up an audit committee. The main purpose of this regulation is to ensure transparency and control over accounting and the auditing of the financial statements.

The Supervisory Board determined that Dr. Ing. Wolfhard Leichnitz, Dr. Changfeng Tu and Ms. Rabe would perform this task. The audit committee elected Dr. Tu as its chairman. With her appointment to the Supervisory Board at the Annual General Meeting on July 25, 2024, Dr. Menninger took over Ms. Rabe's responsibilities on the audit committee. The audit committee prepared the corresponding minutes of its meetings and submitted them to the supervisory board. The content and issues of the audit were discussed in collaboration with BakerTilly Wirtschaftsprüfungsgesellschaft GmbH & Co KG (BakerTilly), Düsseldorf. The chairman of the audit committee presented the current state of the audit of the annual financial statements to the supervisory board and pointed out the most important details.

Dr .- Ing.
Wolfhard Leichnitz
Dr. Changfeng Tu Martina Rabe *
March 7
Video conference
0 0 0
March 13
Presence
0 0 0
March 14
Presence
0 0 0
Total 3 3 3

Cooperation with the Management Board

Cooperation with the Management Board was consistently very good in the 2024 financial year. The Management Board regularly informed the Supervisory Board about key financial figures, business developments in the segments and market conditions. All interim reports and the half-yearly financial report for 2024 were provided in good time before publication and explained in detail. The Chairman of the Supervisory Board was also in regular contact with the Executive Board in order to stay informed about current developments.

Executive Board matters

At the Supervisory Board meeting on October 30, 2023, the Supervisory Board extended the appointment of Dr.-Ing. Stefan Rinck. After around 15 years on the Executive Board, Dr. Rinck will step down as Chief Executive Officer of the company on December 31, 2024, when his appointment and service agreement expire. He will continue to support the company in an advisory capacity, drawing on his extensive experience, particularly in relation to major projects and strategic matters.

Since taking office in 2009, Dr. Rinck has played a decisive role in shaping the strategic development and direction of SINGULUS TECHNOLOGIES AG. He has not only played a key role in the company's transformation from a specialist engineering firm for optical data carriers to new business areas, but has also created a culture of technical excellence and continuous development. Under his leadership, the company has mastered complex technical challenges, developed a variety of new systems and products, and become a leading provider of innovative products and turnkey solutions in the solar, semiconductor and life science sectors.

The Supervisory Board of SINGULUS TECHNOLOGIES AG has appointed Mr. Lars Lieberwirth as a member of the Executive Board of SINGULUS TECHNOLOGIES AG from December 1, 2024. Mr. Lieberwirth was appointed as a full member of the Executive Board of SINGULUS TECHNOLOGIES AG for a period of three years with effect from December 1, 2024. From January 1, 2025, he will manage the company together with Mr. Markus Ehret as board members with equal rights. A corresponding amendment to the bylaws will be prepared shortly.

According to their respective employment contracts, the variable remuneration of the members of the Executive Board of SINGULUS TECHNOLOGIES AG consists of phantom stocks granted as longterm variable remuneration and bonus payments granted on the basis of target agreements.

The remuneration system for the Executive Board and the Supervisory Board was submitted to the Annual General Meeting on July 25, 2024 for approval and was approved. Further details on the remuneration of the Executive Board in fiscal year 2024 can be found in the remuneration report, which is included in the annual report.

Risk management

SINGULUS TECHNOLOGIES AG has an internal risk management system (RMS) that meets the requirements of the applicable stock corporation and commercial law and is regularly adapted to current developments. The Supervisory Board has reviewed the appropriateness and effectiveness of the internal control and risk management system. At its meeting on December 11, 2024, the Supervisory Board was informed in detail about the risk management system and the main risks. No new risks or sources of risk were identified in the analyses conducted in 2024. The next review of the RMS was scheduled for the third quarter of 2025.

The compliance management system (CMS) was also discussed, with it being noted that no violations had been reported.

The Supervisory Board considers the internal control and risk management systems of SINGULUS TECHNOLOGIES AG to be appropriate and effective and fully shares the Executive Board's risk assessment. Further details can be found in the risk report of the 2024 annual report.

Corporate governance

The Supervisory Board values good corporate governance. In fiscal year 2024, the company complied with the recommendations of the German Corporate Governance Code with the exceptions noted in the declaration of conformity with the German Corporate Governance Code published in February 2024. The declarations of conformity are published on the SINGULUS TECHNOLOGIES AG website at https://www.singulus.com/corporate-governance/. A detailed presentation of corporate governance and the current declaration of conformity can be found in the declaration on corporate governance in the management report of the 2024 Annual Report.

Annual and consolidated financial statements and management report

On March 24, 2025, the auditor issued an unqualified audit opinion for the 2024 annual financial statements. At its meeting on March 25, 2025, the Supervisory Board, in the presence of the auditor, examined the annual financial statements of SINGULUS TECHNOLOGIES AG in accordance with the German Commercial Code (HGB) and the combined management report for the 2024 fiscal year. No objections were raised.

The annual financial statements prepared by the Executive Board in accordance with the German Commercial Code (HGB) and the combined management report were approved by the Supervisory Board and the annual financial statements were thus adopted in accordance with Section 172 sentence 1 of the German Stock Corporation Act (AktG). The consolidated financial statements and the combined group management report in accordance with International Financial Reporting Standards (IFRS) for the 2024 fiscal year were also reviewed at the same meeting and approved without objection.

At the same meeting, the Supervisory Board approved the Supervisory Board report for the 2024 financial year and adopted it. The corporate governance report and the remuneration reports were also approved and adopted. The resolutions of the Executive Board and the Supervisory Board will be included in the Supervisory Board's report to the Annual General Meeting in accordance with Section 172 sentence 2 AktG.

After completion and approval by the Supervisory Board, both sets of financial statements were published on the company's homepage at http.s://www.singulus.com/financial-reports/

The Supervisory Board would like to thank the Executive Board and all of the company's employees for their commitment and wishes everyone good health and much success for the future.

Kahl am Main, March 2025

Dr.-Ing. Wolfhard Leichnitz

Chairman of the Supervisory Board

REPORT OF THE EXECUTIVE BOARD

Dear Shareholders,

The year 2024 was another challenging year in a globalized world. While global economic conditions gradually stabilized after years of increasing uncertainty, geopolitical tensions and their economic consequences continued to have a noticeable impact. The ongoing conflict in Ukraine and subdued economic growth in China directly affected our customers' willingness to invest and influenced our business performance. In particular, the Solar segment was affected by a reluctance to make investment decisions, leading to a moderate decline in incoming orders. Despite these challenges, we generated revenue of € 75.9 million in fiscal year 2024 with a slightly negative operating result (EBIT) of € -0.7 million.

Realignment of the company

SINGULUS TECHNOLOGIES continues to use its core competencies to develop and build innovative machines and systems in the fields of thin-film technology, wet-chemical process technology and surface treatment. These solutions are utilized worldwide in both established and emerging markets such as photovoltaics, semiconductors, medical technology, packaging, glass, automotive, and batteries and hydrogen. With advanced coating technologies such as PVD sputtering, PECVD, evaporation or sublimation, we enable our customers to produce precise and uniform coatings for demanding applications. In addition, SINGULUS TECHNOLOGIES has created a unique selling point. We combine coating technology and wet-chemical processing technology for etching, extraction, and cleaning of substrates. This enables unique process combinations, including turnkey projects from a sole source. Through continuous investments in research and development, we strengthen our technology advantage and contribute to efficiency enhancements as well as to the sustainable production of our customers.

However, we not solely rely on existing markets – we go one step further: In addition to the expansion of our life science and semiconductor segments, we are intensively reviewing the use of our expertise in new fields of application and markets.

Solar

In recent years, we have been deeply engaged in the international solar market and invested resources in the development and construction of high-performance machines and systems.

SINGULUS TECHNOLOGIES is the only European company that has mastered the key production steps in photovoltaic cell technology, for both thin-film solar technology and the manufacture of crystalline high-performance cells and can offer these. In addition, we are collaborating with customers on the development of future-oriented layer systems such as perovskite tandem solar cells and supply systems for these applications. We are in discussions with numerous potential companies and investors regarding the delivery of turnkey machine technology for equipping solar cell factories in Europe, the USA and India.

Life Science

In recent years we have been highly active in the expansion of our business into new areas and applications. The Life Science segment is of outstanding importance role in this regard. Here, we are diversifying our machine systems for applications in medical technology beyond the production systems for manufacturing contact lenses. In medical technology, we are working on establishing new fields of application in which surfaces undergo chemical treatment to improve biocompatibility and to enable subsequent finishing processes in the first place. Here, too, we are able to position our unique selling point as a mechanical engineering company for wet-chemical and vacuum systems successfully in the market. Our vacuum coatings offer numerous possibilities for improving materials and components in medical technology.

SINGULUS TECHNOLOGIES offers an advanced coating method for decorative layers on consumer goods that combines both high efficiency and environmental friendliness. This innovative technology enables a wide range of products to be coated quickly and cost-effectively in high volumes, while meeting strict sustainability and safety requirements. A particular focus is on the use of chromium (VI) free and solvent-free processes that meet the requirements of modern environmental standards and provide an environmentally friendly alternative to conventional coating methods. The decorative layers applied by this method are characterized by outstanding visual appearance, high color brilliance and durability, making them ideal for numerous applications where design and aesthetics play a central role. We are continuously testing new applications to explore new opportunities with potential customers.

Semiconductor

In the semiconductor segment, we continued to develop and achieved strong growth last year. Given the positive market dynamics and our strategic focus, we expect this trend to continue in the current year. Targeted innovations and strategic investments enabled us to further strengthen our market position. We have made significant progress particularly in magnetic layer systems and have established ourselves as a leading supplier of production systems for magnetic TMR (tunnel magneto resistance) and GMR (giant magneto resistance) sensors. These sensors play a central role in modern semiconductor technology and are used in numerous high-tech applications such as in the automotive industry, medical technology, and consumer electronics.

An outstanding milestone was the successful market launch of a new machine configuration that enables us to develop innovative manufacturing technologies for further areas of application. In particular, the development of a promising application in the field of light-emitting diodes, so-called micro-LEDs (Light Emitting Diodes), represents a significant advance. This technology offers numerous advantages, including higher energy efficiency, improved color reproduction and a longer lifespan compared to conventional LED applications.

The market launch of this new technology opens up attractive growth opportunities for us in a market that will play a central role in display technology for wearable devices, communication technology and the automotive industry in the coming years. We are convinced that our innovative solutions and expertise in semiconductor production will enable us to benefit from these developments in the long term.

Our focus on continuous research and development, coupled with close cooperation with leading international industry partners, puts us in a position to continue offering groundbreaking solutions for the semiconductor industry in the future. This will enable us to further consolidate our position as an innovative company in this dynamic market and secure our long-term growth in a sustainable way.

Battery technology, hydrogen, and carbon capture technologies

We have reached an important milestone with a development and manufacturing order for production systems that are used for specific manufacturing processes for new solid-state batteries. Our many years of experience in developing systems for surface treatment of products with high precision and efficiency is a key success factor here. Solid-state batteries offer numerous advantages over conventional lithium-ion batteries, such as a higher energy density and improved safety. Our expertise in surface technology enables us to further optimize the production of these innovative batteries and contribute to the industrialization of the technology. With our solutions for solid-state batteries, we are creating new growth opportunities, particularly in the field of e-mobility. The first system was delivered at the beginning of 2025.

In the future, we see the field of hydrogen as fundamental. We are already working closely with major international partners to develop system solutions for the production technology of fuel cell components, but especially for electrolysis and in the growing market of carbon capture (CO2 separation). These key components play a central role in the efficiency and longevity of such plants. In this way, we are also making a significant contribution to achieving overarching sustainability goals and see our work here as an important investment in the future. We rely on our proven technologies from the solar sector, which we are further developing for these new applications. Our coating and wet-chemical processing systems enable high-quality and cost-effective processing of large throughput volumes, which supports broad-based industrial application. We received our first order for a large-scale production plant at the beginning of 2025.

In view of the dynamic developments in this area, we believe it is crucial to be proactive. Despite current challenges and long development cycles, there is enormous growth potential. Companies that position themselves strategically today will have better chances in the future to help shape the market and respond to the downstream market consequences of the technology upheaval. SINGULUS TECHNOLOGIES is excellently positioned here with its two technology pillars of vacuum and wetchemical technology. We consider this to be of central strategic importance for opening up new markets and further strengthening our position as a technology leader.

Our commitment in this area means we are making an important contribution to the transformation towards a sustainable energy future.

New applications – new markets – new growth

SINGULUS TECHNOLOGIES' key strategic goal is to continuously develop new business areas that will lead us back to sustainable profitability in the long term while enabling stable, future-oriented growth. The development of new fields of application and markets is therefore the most important focus of our corporate strategy. We rely on innovative technologies and forward-looking solutions to position ourselves in dynamic and high-growth industries.

The consistent further development of our product portfolio and the adaption to the requirements of new markets not only create economic potential but also strengthen our competitiveness and innovative capabilities. Our experience and expertise in the fields of coating technology, surface processing and process optimization enable us to develop new applications in a targeted manner and gain a foothold in high-growth markets.

This strategic goal is the top priority for the further development of SINGULUS TECHNOLOGIES and forms the basis for our success in an increasingly dynamic and global economy. We are convinced that we can lay the foundation for a sustainable and profitable future for our company through the targeted horizontal and vertical diversification of our business areas, coupled with a strong culture of innovation.

At this point, the Management Board would like to thank our employees, who have shown great commitment and dedication to the company. It is largely thanks to their hard work and innovative strength that we are not only strengthening our presence in existing business areas but also expanding into new growth markets and are thus able to actively shape the transformation. We would also like to express our particular gratitude to our customers and suppliers as well as our shareholders for their trust and confidence in continued support in shaping our corporate transformation.

The Executive Board and the entire workforce are committed to returning SINGULUS TECHNOLOGIES to a growing and profitable technology company in the years ahead.

SINGULUS TECHNOLOGIES AG The Executive Board

SEMICONDUCTOR

Technological Excellence for the Semiconductor Industry

SINGULUS TECHNOLOGIES offers innovative vacuum deposition equipment optimized for the production of MRAM, MEMS, LEDs, advanced sensors, and inductors. These systems use advanced process control, precise layer thickness monitoring and maximum efficiency. With innovative technologies and technical optimizations, SINGULUS TECHNOLOGIES supports the semiconductor industry in the development of new, modern and high-performance components, which are also needed in AI technology today.

COMPENSATION REPORT 2024

The Executive Board and Supervisory Board of SINGULUS TECHNOLOGIES AG (the "Company") have prepared this Compensation Report in accordance with the requirements of § 162 of the German Stock Corporation Act ("AktG").

The report explains the main features of the compensation system for the Management Board and Supervisory Board and provides individualized information on the compensation granted and owed in the 2024 business year for the current and former members of the Management Board and Supervisory Board.

Due to rounding, it is possible that individual figures in this report do not add exactly to the totals given and that the percentages shown do not exactly reflect the absolute values to which they relate.

This report was formally audited by the company's auditor in accordance with Section 162 (3) AktG; the corresponding audit opinion is included in this report.

Review of the past business year 2024

The composition of the Management Board changed in the reporting year. By resolution of the Supervisory Board on November 6, 2024, Mr. Lars Lieberwirth was appointed as a full member of the Executive Board for a period of three years with effect from December 1, 2024. Dr. Rinck left the Management Board on December 31, 2024, following the expiry of his appointment and his service contract.

A) Compensation of the Management Board

I. Composition of the Executive Board in the 2024 business year

Dr.-Ing. Stefan Rinck (CEO)

Chairman of the Management Board; Management Board member responsible for sales, technology, research and development, production, strategy, and international activities.

Dr. Rinck stepped down from the Executive Board on December 31, 2024.

Markus Ehret

Board member responsible for Finance, Controlling, Investor Relations, Purchasing, Human Resources, IT and ESG.

Mr. Ehret has been appointed to the Executive Board until December 31, 2028.

Lars Lieberwirth

Board Member for Operations, Production, Service.

Mr. Lieberwirth has been appointed to the Management Board until November 30, 2027.

II. Explanation of compensation structure

1. Overview of compensation structure

1.1. Concept and objectives of the structure

The compensation of the individual members of the Management Board is determined and regularly reviewed by the Supervisory Board. The aim is to remunerate the members of the Management Board appropriately in accordance with their activities and responsibilities, taking into account their personal performance as well as the economic situation, success and future prospects of the company.

The compensation structure of the company's Management Board is determined in accordance with the provisions of the German Stock Corporation Act, taking into account the recommendations of the German Corporate Governance Code, and is geared towards sustainable and long-term corporate development. The total compensation of the members of the Management Board consists of fixed and variable compensation, divided into a short-term and a long-term component, and benefits in kind. It is commensurate with their tasks and performance as well as the size and situation of the company. The compensation system ensures that both positive and negative developments are appropriately reflected in the compensation (pay for performance). It takes into account both the performance of the Management Board as a whole and the achievement of individual targets and thus remunerates the work performed by the members of the Management Board in a results-oriented, competitive manner and creates incentives for the members of the Management Board to increase the value of the company. The compensation system is clearly structured and easy for shareholders to understand and transparent.

In order to plan, manage and monitor its targets, the company relies on the key figures of incoming orders and order backlog, sales, EBIT and liquidity. Business activities are financed via the capital market and loans from banks and investors.

Executive Board compensation is linked to these key figures, the achievement of strategic targets and the share price via variable compensation. In this way, the compensation system makes a significant contribution to promoting the business strategy and the long-term and sustainable development of the company. The variable components in particular (annual bonus based on target agreements and share-based compensation) are geared towards the growth targets for the Solar, Semiconductor and Life Science segments.

The system aims to align the interests of the Management Board and shareholders as well as other stakeholders. It is intended to provide effective incentives to strengthen the company's operational success and sustainably increase the value of the company. The structure of the long-term variable compensation is intended to bind the members of the Management Board to the company in the long term.

The fixed, non-performance-related part of the compensation consists of a fixed annual salary and benefits in kind. It should account for 60% of the target compensation. The high proportion of fixed compensation is intended to prevent Management Board members from taking disproportionately high risks in order to achieve short-term targets.

The performance-related components are divided into a variable bonus and a share-based compensation component (phantom stocks). The variable bonus is linked to the achievement of individual targets relating to financial, operational and strategic objectives, including sustainability targets. The phantom stock program is intended to create a long-term incentive and commitment effect by issuing virtual shares. After a waiting period of two years, the phantom stocks can be exercised every six months in tranches of 25% if the company's share price is a certain minimum percentage above the exercise price. The incentive effect is achieved through performance targets, waiting periods and staggered exercise. This largely eliminates the effects of short-term price increases that are market-related and not company-related. The phantom stocks represent a compensation component with a multi-year assessment basis that links the compensation of the members of the Management Board to the performance of the share, thereby aligning the interests of the Management Board and shareholders.

In its entirety, the compensation system takes into account the provisions of the German Stock Corporation Act and the Corporate Governance Code.

1.2. Procedure for determining, implementing and reviewing compensation

In accordance with Section 87a AktG, the company's Supervisory Board is responsible for the structure of the compensation system such as the determination and regular review of the system and the total compensation of the individual members of the Management Board. To assess whether the compensation of the individual members of the Management Board is in line with market practice, the Supervisory Board bases its determination of the target income on the situation of the company, the compensation paid by comparable companies to the members of their management (horizontal comparison) and the salary level of the first and second management levels in the company (vertical comparison). The Supervisory Board also ensures that compensation remains competitive so that Management Board members can be retained and new ones recruited. A balance is struck by the size of the Management Board, which currently has the statutory minimum number of members.

The Supervisory Board regularly reviews the structure and appropriateness of the compensation at its first Supervisory Board meeting of the year. In this review, it takes into account the individual performance and the scope of the responsibilities assumed in comparison to other members of the Management Board as well as the economic situation of the company.

In the event of significant changes to the compensation system, but at least every four years, the compensation system is submitted to the Annual General Meeting for approval. The current compensation system for Executive Board members was approved by the Annual General Meeting on July 19, 2023. In accordance with Section 87a (2) AktG, the Supervisory Board may temporarily deviate from the compensation system if this is necessary in the interests of the long-term well-being of the company. In the past, the Supervisory Board has made use of this reduction option due to the company's difficult economic situation. However, the compensation was not reduced in the 2024 business year, as the commitment of the members of the Management Board to safeguard the company's continued existence was very high in the reporting period.

1.3. Composition of the compensation

The fixed, non-performance-related part of the annual compensation consists of a fixed annual salary and benefits in kind (incl. company car and insurance).

The performance-related components are divided into a variable bonus and phantom stocks. The Management Board contracts also provide for the Supervisory Board grant one-off special payments for extraordinary performance (one-off bonus) in addition to the variable compensation.

The compensation covers the entire activity of the members of the Management Board, including other Group-internal functions and activities of the respective Management Board members.

At the request of the Management Board, the company is taking out a life insurance policy for the Management Board member concerned as part of a deferred compensation plan.

1.3.1. Fixed compensation

The fixed, non-performance-related annual compensation of the members of the Management Board is paid in twelve equal installments at the end of each month, for the last time for the full month in which the employment contract ends. It is reviewed annually for appropriateness and adjusted if necessary. An adjustment can also be made by granting one-off bonuses. The fixed compensation was not adjusted in the reporting year.

1.3.2. Variable bonus (target agreements)

The variable bonus is linked to the achievement of individual targets. These targets are redefined annually by the Supervisory Board following the adoption of the budget for the following year and agreed individually with the members of the Management Board. They are based on the respective strategic targets for the company, operational and financial indicators and sustainability targets set by the Supervisory Board in consultation with the Management Board. As a rule, 50% of the target agreements consist of financial targets, 30% of operational targets and 20% of strategic targets. The strategic targets also include the achievement of sustainability targets (ESG), which are set by the Supervisory Board. The amount of the bonus depends on the percentage of target achievement in each case. The basis of assessment is the amount corresponding to 80% of the applicable fixed salary. A weighted average is calculated from the individual percentages achieved for each individual annual target. This is applied to the assessment basis in order to determine the amount of the bonus. The variable bonus may not exceed 80% of the fixed salary. If the annual targets are exceeded by the respective Management Board member, the Supervisory Board may set the target achievement up to 120% in individual cases at its own discretion. Assuming 100% achievement of the annual targets on average, the bonus corresponds to 80% of the fixed salary. If at least 50% of the targets are not achieved or only partially achieved, the Supervisory Board decides at its own discretion whether and to what extent the bonus is paid.

1.3.3. Phantom Stocks

The phantom stock program is the second component of variable compensation and is intended to create a long-term incentive and loyalty effect by linking compensation to the sustainable performance of the company. The best indicator of performance is the share price.

The Supervisory Board decides on the number of phantom stocks to be granted at its own discretion. Each individual phantom stock is structured as a virtual option and, after a waiting period of two years and the achievement of a performance target, entitles the holder to receive a payment corresponding to the difference between the relevant exercise price and the reference price for one share of the company with a nominal value of € 1.00 each upon exercise. The exercise price corresponds to the non-weighted average closing price (or a corresponding successor value) of the company's share in Xetra trading (or in a functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange on the five trading days prior to the issue date. The reference price is the (non-weighted) average of the closing prices (or a corresponding successor value) of the company's shares in Xetra trading (or in a functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange on the five trading days prior to the exercise date. Phantom stocks can be exercised for the first time after a waiting period of two years, which begins on the issue date.

After the expiry of the waiting period, the phantom stocks can be exercised each year within an exercise period. There are two exercise periods, the first begins after publication of the interim report for the first quarter, the second begins after publication of the interim report for the third quarter. Only up to 25% of the phantom stocks granted can be exercised within an exercise period. If an exercise tranche is not exercised in an exercise period, it can be exercised additionally in the following exercise periods. Furthermore, phantom stocks can only be exercised if the performance target is achieved, i.e. if the reference price at the time of exercise is at least 15% above the exercise price.

Within the term of the phantom stock programs, option rights from the phantom stocks can also be exercised prematurely, i.e. also outside the respective exercise period and before the end of the waiting period, as soon as (i) a takeover bid within the meaning of Section 29 (1) WpÜG has been published for the company's shares or (ii) a person acquires control within the meaning of Section 29 (2) WpÜG. In these cases, all phantom stocks can be exercised, regardless of whether the performance target has been achieved.

The term of the phantom stocks is five years from the respective issue date. Phantom stocks that have not been exercised by the end of this term expire without replacement or compensation.

1.4. Maximum compensation

In accordance with Section 87a (1) sentence 2 no. 1 AktG, the Supervisory Board has set the maximum compensation described below:

The current service contracts for members of the Management Board stipulate that the maximum compensation that the respective member of the Management Board can receive in the course of a year (fixed and variable compensation including fringe benefits, a possible one-off bonus and pension contributions) is limited to 3.5 times the fixed salary set in each case.

There are also separate maximum limits for the variable compensation components. The maximum compensation was not exceeded in the 2024 business year.

1.4.1. Variable compensation

The variable annual bonus may not exceed 80% of the fixed salary; this also applies if the target achievement exceeds 100%.

1.4.2. Phantom Stocks

The cash compensation to be granted upon exercise of the phantom stocks is limited to three times the exercise price per phantom stock. The cash settlement to be granted over the period of one year from the phantom stock programs may also not exceed the amount of the annual fixed salary. This also applies if exercise tranches from phantom stock programs from different years fall due during a year.

1.4.3. Special payment

Any special payment granted by the Supervisory Board may not exceed half of the fixed salary and is subject to the maximum total compensation that the Management Board member may receive in a year.

2. Compensation for the 2024 business year

The company uses the vesting-oriented approach for "compensation granted". This means that compensation is (already) disclosed in the compensation report for the business year in which the (one-year or multi-year) activity on which the compensation is based was fully performed. This approach enables a meaningful comparison, as the variable short-term compensation for 2024, for example, is compared with the earnings situation for the 2024 business year.

2.1. Fixed compensation

The contractually agreed annual fixed compensation of the Executive Board members in the 2024 business year amounted to € 440 thousand for the Chairman of the Executive Board Dr. Rinck, € 330 thousand for Mr. Ehret and € 250 thousand for Mr. Lieberwirth.

The amount of the fixed compensation depends on the function on the Management Board and the length of service on the Management Board.

2.2. Short-term variable compensation

In addition to the fixed salary, the company grants the members of the Management Board a one-year variable compensation ("bonus"), the amount of which is determined by the Supervisory Board for the respective business year on the basis of annually agreed target agreements. These include financial,

operational and strategic targets. The Supervisory Board assessed target achievement at March 26, 2025, and determined for all members of the Management Board:

  • Dr.-Ing. Stefan Rinck: 47%, which corresponds to an amount of € 165 thousand
  • Mr. Markus Ehret: 45%, which corresponds to an amount of € 119 thousand
  • Mr. Lars Lieberwirth: 50% pro rata for the month of his membership of the Management Board (pro rata temporis), corresponding to an amount of € 8 thousand

The activity on which the variable compensation is based was performed in full by the balance sheet date.

The variable compensation is therefore classified as granted for the 2024 business year, even if payment is after the end of the 2024 business year.

2.3. Long-term variable compensation (phantom stocks)

The company grants the members of the Management Board phantom stocks each year in accordance with the phantom stock program approved by the Supervisory Board.

The phantom stocks for the 2024 business year were issued on April 12, 2024. As a rule, phantom stocks are issued in a two-week period following the annual results press conference (ARC) for the respective business year. The purpose of this period is to ensure that all relevant information for the business year is reflected in the share price on which the phantom stocks are based. As no ARC was held this year, April 8, 2024, was used as the starting date instead of the ARC date, as the company published the 2023 annual financial statements on this date, which corresponds to the ARC in terms of disclosure level. Dr. Rinck was granted 150,000 phantom stocks and Mr. Ehret was granted 100,000 phantom stocks.

In the 2024 business year, the Executive Board did not exercise any phantom stocks from previous years' programs.

At the end of the 2024 business year, Dr. Rinck held 600,000 phantom stocks, which break down as follows: (i) 150,000 phantom stocks granted in the 2020 business year, (ii) 150,000 phantom stocks granted for the 2022 business year, (iii) 150,000 phantom stocks granted for the 2023 business year and (iv) 150,000 phantom stocks granted for the 2024 business year. If the exercise conditions are met, Dr. Rinck must exercise the phantom stocks in the next exercise window after his departure.

Mr. Ehret held 400,000 phantom stocks, which break down as follows: (i) 100,000 phantom stocks granted in the 2020 business year, (ii) 100,000 phantom stocks granted for the 2022 business year, (iii) 100,000 phantom stocks granted for the 2023 business year and (iv) 100,000 phantom stocks granted for the 2024 business year.

Due to the late entry into the company in December of the 2024 business year, Mr. Lars Lieberwirth did not receive any phantom stocks for this year.

Year of issue Day of issue Quantity Exercise price End of waiting period Program expiry Final exercise
2020 April 3, 2020 150,000 3.92 € April 3, 2022 April 3, 2025 Q3/2024
Dr .- Ing. Stefan Rinck 2022 June 17, 2022 150,000 3.62 € June 17, 2024 June 17, 2027 Q1/2027
2023 November 16, 2023 150,000 1.74€ November 16, 2025 November 16, 2028 Q3/2028
2024 April 12, 2024 150,000
1.30 €
April 12, 2026 April 12, 2029 Q3/2028
Total 600,000
Year of issue Day of issue Quantity Exercise price End of waiting period Program expiry Final exercise
2020 April 3, 2020 100,000 3.92 € April 3, 2022 April 3, 2025 Q3/2024
Markus Ehret 2022 June 17, 2022 100,000 3.62 € June 17, 2024 June 17, 2027 Q1/2027
2023 November 16, 2023 100,000 1.74€ November 16, 2025 November 16, 2028 Q3/2028
2024 April 12, 2024 100,000 1.30 € April 12, 2026 April 12, 2029 Q3/2028
Total 400.000
Year of issue Day of issue Quantity Exercise price End of waiting period Program expiry Final exercise
Lars Lieberwirth 2024 No issue

The terms and exercise prices of the individual tranches are shown in the following table:

The allocation of the fair value of the phantom stocks over the respective periods resulted in expenses of € 21 thousand in the 2024 fiscal year. Expenses of € 13 thousand are attributable to the phantom stocks of Dr. Rinck and expenses of € 8 thousand are attributable to the phantom stocks of Mr. Ehret.

The activity on which the long-term variable compensation is based was fully performed by the balance sheet date. The long-term variable compensation is therefore classified as granted for the 2024 business year.

2.4. Other compensation

Furthermore, the members of the Management Board receive fringe benefits in the form of benefits in kind such as company cars or a lump sum compensation for the use of a private vehicle for business purposes as well as accident and liability insurance. These fringe benefits are taxable as part of the compensation of the individual Executive Board member.

Other compensation in the 2024 business year amounted to € 53 thousand for Dr. Rinck and € 35 thousand for Mr. Ehret. Due to joining the company at a later date, Mr. Lieberwirth received less than € 1 thousand in fringe benefits. The members of the Management Board did not receive any additional compensation for their activities as managing directors of a subsidiary in the 2024 business year. A lump sum of 15% of the fixed compensation and the one-year variable compensation is deemed to be compensation for these activities.

2.5. Application of malus and claw back during the reporting year

Dr. Rinck's employment contract included the possibility of withholding (malus) and reclaiming compensation already paid out (claw back) from the contract extension on December 1, 2023. No use was made of this provision. Mr. Ehret's employment contract only contained a malus and claw back provision from the contract extension on January 1, 2024. No use was made of this provision. This provision is also included in Mr. Lieberwirth' s employment contract.

2.6. Overview of individual compensation

The following table shows the individual total compensation of the members of the Management Board and the relative share of the respective compensation component in the total compensation in accordance with Section 162 AktG.

Remuneration granted and due for the fiscal year 2024
Fixed components Variable components
Current members of the Last Fixed Fringe One-year
variable
Multi-year
variable
Special Total Share of fixed Share of variable
Executive Board Date of entry position compensation benefits Total compensation compensation payments Total compensation compensation compensation
in € K in € K in € K in € K in € K in € K in € K in € K in % in %
Dr.-Ing. Stefan Rinck September 1, 2009 CEO 440 53 493 165 68 0 233 726 68 32
Markus Ehret April 19, 2010 CFO 330 35 365 119 45 0 164 529 69 31
Lars Lieberwirth December 1, 2024 Member 21 0 21 8 0 0 8 29 72 28
Total 791 88 879 292 113 0 405 1.284 68 32

The activity on which the compensation is based was performed in full by the balance sheet date. The compensation for the Management Board activity is therefore classified as granted for the 2024 business year, even if payment is made after the end of the 2024 business year.

3. Benefits promised after the regular termination of Management Board activity

The members of the Management Board receive a company pension financed by the company in the form of a defined contribution plan. The company grants the members of the Management Board an annual pension contribution amounting to a certain percentage of their gross annual fixed salary under their employment contract. This percentage should not exceed 35% of pensionable income. This form of pension provision allows the company to reliably calculate the annual expense. The amount of the benefit commitment was calculated as a percentage of the fixed compensation on the basis of an approximate target pension level, a hypothetical term of appointment and the expected interest rate trend in accordance with actuarial principles. However, the actual pension level is not fixed in the case of a defined contribution benefit commitment, as it depends on the length of service on the Management Board and interest rate trends.

Retirement benefits and surviving dependents' benefits are granted as pension benefits. With regard to retirement benefits, it is stipulated that a monthly retirement pension or a one-off capital payment is granted if the Executive Board member leaves the company after reaching the age of 63. If the Executive Board member leaves the company before the age of 63, but not before the age of 60, an early monthly retirement pension or an early one-off capital payment is granted as an early retirement benefit, provided that the Executive Board member requests payment of the early retirement benefit at the time of leaving the company. The amount of (early) retirement benefit is based on actuarial principles. In the event of the death of a member of the Executive Board before claiming (early) retirement benefits, the surviving spouse receives a one-off surviving dependents' lump sum. The amount of the surviving defendants' lump sum is determined when the insured event occurs and corresponds to the contribution refund due in the event of death before the start of the pension.

In the event of death after claiming the (early) retirement benefit in the form of a monthly pension, but before 20 years have elapsed since the start of the pension, the surviving spouse receives a temporary survivor's pension until the end of this 20-year period. If there is no entitled surviving spouse, the surviving children will receive equal shares of the survivor's benefit under certain circumstances.

The pension scheme is outsourced to the Towers Watson Second e-Trust e.V. association ("association") and is not charged to the company's balance sheet. The association concludes corresponding reinsurance policies to reinsure the pension benefits.

If the Management Board member leaves the company before a pension event occurs, he or she retains a pro rata entitlement to pension benefits, regardless of whether statutory vesting in accordance with the relevant provisions of the German Company Pensions Act (Betriebsrentengesetz) exists at the time of leaving the company.

The annual pension contribution for Dr. Rinck has been 59.97% since January 1, 2012, and 31.58% for Mr. Ehret since January1, 2018. The annual expense for the company in the 2024 business year amounted to around € 359 thousand, of which around € 264 thousand was attributable to Dr. Rinck and around € 95 thousand to Mr. Ehret. Due to the late entry into the company, the pension contribution for Mr. Lieberwirth is due and reported in the 2025 business year.

4. Severance payment regulations

In the event of premature termination of the employment relationship through ordinary termination or in the event of premature termination of the appointment, the members of the Management Board receive a severance payment, the amount of which is limited to two years' compensation (severance payment cap). The amount is based on the fixed salary excluding benefits in kind and other fringe benefits plus a lump-sum variable compensation of the relevant fixed salary, including contributions to the pension scheme. If the remaining term of the respective Management Board service contract is less than two years, the severance payment is to be reduced pro rata temporis in relation to the remaining term of the service contract. In the event of extraordinary termination for good cause by the company, there is no entitlement to severance pay.

5. Claims in the event of death or permanent incapacity to work

In the event of death, the service contracts of all current members of the Management Board provide for the continued payment of the fixed compensation to his widow and dependent children for the month in which the death occurred and for the following nine months, but no longer than until the end date of the respective service contract.

In the event of permanent incapacity to work and the receipt of sick pay, the employment contracts of all current members of the Management Board provide for an entitlement to the difference between the net fixed salary and the net sick pay for a further nine months, but no longer than until the end date of the respective employment contract.

6. Third-party benefit commitments

No member of the Executive Board was granted or promised benefits by third parties in the reporting period with regard to their activities as a member of the Executive Board.

B) Compensation of the Supervisory Board

I. Composition of the Supervisory Board during the 2024 business year

During the 2024 business year, the composition of the Supervisory Board changed as follows

Mr. Denan Chu was elected to the Supervisory Board by the Annual General Meeting on December 14, 2023, at which the expansion of the Supervisory Board to four members was also resolved (legally effective upon registration on January 24, 2024). Due to compliance regulations of the Triumph Group, Mr. Denan Chu waives the Supervisory Board remuneration to be granted to him and only receives an amount equivalent to the deductible for liability insurance as part of his work for the company.

At the beginning of the 2024 business year, Dr. Silke Landwehrmann resigned from the Supervisory Board for personal reasons. With effect from January 17, 2024, the Aschaffenburg Local Court appointed Ms. Martina Rabe as a member of the Supervisory Board until the next Annual General Meeting. Ms. Rabe resigned from the Supervisory Board with effect from June 18, 2024, in a letter dated May 21, 2024. This seat was vacant until the 2024 Annual General Meeting.

Dr. Jutta Menninger was elected to the Supervisory Board at the Annual General Meeting on July 25, 2024. Since then, she has held the fourth position on the Supervisory Board.

There were no other personnel changes. At the end of the 2024 business year, the Supervisory Board therefore consists of the following members Dr. Ing. Wolfhard Leichnitz (Chairman of the Supervisory Board), Dr. Changfeng Tu (Deputy Chairman of the Supervisory Board), Mr. Denen Chu and Dr. Jutta Menninger.

II. Compensation system for the Supervisory Board in the 2024 business year

The compensation system for Supervisory Board members is based on the statutory requirements of the German Stock Corporation Act. The compensation of the Supervisory Board is regulated in Section 11 of the company's Articles of Association. It is balanced overall and is based on the tasks and responsibilities of the Supervisory Board members and the situation of the company, also taking into account the compensation regulations of comparable companies. This enables the best possible supervision and advice for the Management Board, which in turn makes a significant contribution to a successful business strategy and the long-term success of the company.

In addition to the reimbursement of their expenses, the members of the Supervisory Board receive a fixed compensation of € 40 thousand for each full business year of membership of the Supervisory Board, payable after the end of the business year. The Chairman of the Supervisory Board receives double and the Deputy Chairman one and a half times the fixed compensation. Supervisory Board members who only belong to the Supervisory Board for part of the business year or who chair, or deputy chair the Supervisory Board receive a lower fixed compensation in proportion to the time spent on the Supervisory Board. There is no provision for performance-related compensation or financial or non-financial performance criteria. This best reflects the independent control and advisory function of the Supervisory Board, which is not focused on the short-term success of the company but on its longterm development. The company does not grant any attendance fees. The compensation does not change even if the Supervisory Board meets frequently.

The Annual General Meeting determines the compensation of the members of the Supervisory Board in the Articles of Association at the proposal of the Management Board and the Supervisory Board. The Annual General Meeting decides on the compensation of the members of the Supervisory Board at least every four years. A resolution confirming the existing compensation is also permissible. The compensation of the Supervisory Board was last approved after the reporting period by the Annual General Meeting on July 25, 2023.

The contractually agreed total compensation of the Supervisory Board in the 2024 business year amounted to €158 thousand.

The following table shows the compensation granted and owed to the members of the Supervisory Board in the 2024 business year in accordance with Section 162 AktG. The activity on which the compensation is based was performed in full by the balance sheet date. The compensation for Supervisory Board activities for the 2024 business year is therefore classified as granted, even if the Supervisory Board compensation was not paid until after the end of the 2024 business year in accordance with Article 11 of the Articles of Association:

Fixed components Variable components
Current members of the Last Fixed Fringe One-year
variable
Multi-year
variable
Special Total Share of fixed Share of variable
Supervisory Board Date of entry position compensation benefits Total compensation compensation payments Total compensation compensation compensation
in € K in € K in € K in € K in € K in € K in € K in € K in % in %
Dr.-Ing. Wolfhard Leichnitz May 29, 2009 Chairman 80 0 80 0 0 0 0 80 100 0
Dr. Changfeng Tu July 19, 2023 Vice Chairman 58 0 58 0 0 0 0 58 100 0
Denan Chu January 24, 2024 Member 3 0 3 0 0 0 0 3 100 0
Dr. Jutta Menninger July 25, 2024 Member 17 0 17 0 0 0 0 17 100 0
Total 158 0 158 0 0 0 0 158 100 0

In the reporting year, the members of the Supervisory Board did not receive any compensation or benefits for services rendered personally, in particular consulting or mediation services.

The remuneration granted and owed in the 2024 financial year to members who left the company during the 2024 financial year is shown in the table in section D) of this report and is fully attributable to the pro rata basic remuneration.

C) Advances and loans to members of the Management Board and Supervisory Board

The company did not grant any advances or loans to members of the Management Board or Supervisory Board in the reporting year.

D) Comparative presentation of the change in compensation

The following table shows the company's earnings performance, the annual total compensation granted and owed to current and former members of the Management Board and Supervisory Board and the annual change in the average compensation of employees on a full-time equivalent basis over the last five business years in accordance with Section 162 Para. 1 Sentence 2 No. 2 AktG. In the 2024 business year, this was an average of 249 people. The compensation of all employees of the company in Germany, including executives within the meaning of Section 5 (3) of the German Works Constitution Act (Betriebsverfassungsgesetz), was taken into account. All collectively agreed salary components or agreed fixed salaries, agreed allowances and bonuses as well as any variable compensation components attributable to the 2024 business year, such as bonuses or special payments, were included in the analysis. The components of the average employee compensation shown therefore correspond in principle to the compensation granted and owed to the members of the Management Board and Supervisory Board in accordance with Section 162 Para. 1 Sentence 1 AktG.

Annual Annual Annual Annual Annual
2020 Change 2021 Change 2022 Change 2023 Change 2024 Change
[in € K] [in %] [in € K] [in %] [in € K] [in %] [in € K] [in %] [in € K] [in %]
Current members of the Executive
Board
Dr.-Ing. Stefan Rinck 1.250 -13 562 1
)
-55 802 43 702 -12 726 3
(thereof phantom stocks issued) 588 - 226 104 68
Markus Ehret 835 -14 379 1
)
-55 643 70 475 -26 529 11
(thereof phantom stocks issued) 392 - 151 69 45
Lars Lieberwirth 29 n/a
(thereof phantom stocks issued) 0
Former members of the Executive Board
Dr. rer. nat. Christian Strahberger
(Nov 1,2019 - Oct 31, 2022) 711 1.267 367 1
)
-48 305 -17 - - - -
(thereof phantom stocks issued)
Current members of the Supervisory
392 - - - -
Board Dr.-Ing. Wolfhard Leichnitz 76 -5 80 5 80 0 80 0 80 0
Dr. Changfeng Tu - - - - - - 20 n/a 58 190
Denan Chu - - - - - - - - 3 n/a
Dr. Jutta Menninger
Former members of the Supervisory
- - - - - - - - 17 n/a
Board Christine Kreidl
(Dec 04, 2012 - Aug 10, 2019) - - - - - - - - - -
Dr. rer. nat. Rolf Blessing
(May 11, 2011 - July 19, 2023)
38 -5 40 5 40 0 18 -55 - -
Dr. rer. pol. Silke Landwehrmann
(Aug 11, 2019 - Jan 17, 2024) 50 213 60 20 60 0 60 0 3 -96
Martina Rabe
(Jan 17, 2024 - June 18, 2024) - - - - - - - - 17 n/a
Average compensation of employees
Employees of SINGULUS TECHNOLOGIES
AG 58 -20 69 18 69 1 75 8 77 2
Earnings development of the company
EBIT (IFRS) [in € million] -36,8 -349 -12,4 66 5,9 148 -10,1 -271 -0,7 93
Net income (HGB) [in € million] -34,6 -98 -21,8 37 -11,8 46 0,1 101 -12,9 - 13.000
1) In 2021 no phantom stocks w
ere issued, so that the issue values of the phantom stocks w
ere not offset here

REPORT BY THE INDEPENDENT AUDITOR ON THE AUDIT OF THE REMUNERATION REPORT PURSUANT TO ART. 162 PARA. 3 AKTG

To Singulus Technologies AG, Kahl am Main

Audit opinion

We have formally audited the remuneration report of Singulus Technologies AG for the fiscal year from January 1 to December 31, 2024, to determine whether the information required by Section 162 (1) and (2) AktG has been included in the remuneration report. In accordance with Section 162 (3) AktG, we have not audited the content of the remuneration report.

In our opinion, the information required by Sec. 162 (1) and (2) AktG has been disclosed in the accompanying remuneration report in all material respects. Our opinion on the remuneration report does not cover its content.

Basis for the opinion

We conducted our audit of the remuneration report in accordance with Section 162 (3) AktG and German IDW Auditing Standard: Audit of the Remuneration Report in accordance with Section 162 (3) AktG (IDW AsS 870 (09.2023)). Our responsibilities under this regulation and standard are further described in the "Auditor's Responsibilities" section of our report. We have applied the requirements of the IDW quality management standard: Requirements for quality management in the auditing practice (IDW QMS 1) 09.2022) as an auditing firm. We have complied with the professional duties according to the Wirtschaftsprüferordnung (German Public Auditor's Code) and the Berufssatzung für Wirtschaftsprüfer/vereidigte Buchprüfer (Professional Code for German Public Auditors and Chartered Accountants), including the requirements regarding independence.

Responsibilities of the Board of Managing Directors and the Supervisory Board

The Board of Managing Directors and the Supervisory Board are responsible for the preparation of the remuneration report, including the related disclosures, which meets the requirements of section 162 AktG. They are also responsible for the internal controls they deem necessary to enable the preparation of a remuneration report, including the related disclosures, which is free from material misstatement due to fraud (i.e., accounting manipulation and asset misappropriation).

Auditor's Responsibilities

Our objective is to obtain reasonable assurance about whether the information in the remuneration report is, in all material respects, in accordance with the requirements of Section 162 (1) and (2) AktG and to provide an opinion on this in a report.

We planned and performed our audit so that we could determine the formal completeness of the remuneration report by comparing the information provided in the remuneration report with the information required by Section 162 (1) and (2) AktG. In accordance with § 162 (3) AktG, we have not audited the substantive

accuracy of the information, the substantive completeness of the individual pieces of information or the appropriate presentation of the remuneration report.

Limitation of liability

The "General Terms of Engagement for Wirtschaftsprüfer, Wirtschaftsprüferinnen and Wirtschaftsprüfungsgesellschaften" (General Terms of Engagement), issued by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) as of January 1, 2024, apply to the performance of the engagement and to our responsibility and liability, also in relation to third parties.

Düsseldorf, March 27, 2025

Baker Tilly GmbH & Co. KG

Auditing firm

Thomas Gloth

Auditor

Jonas Hagen

Auditor

MEDICAL TECHNOLOGY

Efficient Production Solution in Medical Technology

SINGULUS TECHNOLOGIES is a leading developer and supplier of machines and systems for highly efficient and environmentally friendly production processes in medical technology. SINGULUS TECHNOLOGIES is characterized by extensive expertise in various coating technologies, surface treatment as well as wet-chemical and thermal production processes.

CONTENT

Preface 31
Basics of the Group 31
Goals and Strategy 34
System for the Company's Management 37
Essential Features of the Internal Monitoring System 38
Research, Development and Engineering 40
Headcount 41
Economic Report 42
Business Trends 44
Status Report 46
Outlook 51
Risks and Opportunities Report 53
Environment and Sustainability 66

Takeover-relevant Disclosures
pursuant to Sections 289A S. 1,
315A S. 1 HGB and Explanatory Report
68
Financial Accounts pursuant to HGB 71
Corporate Governance Declaration 74
Declaration of the Executive Board
pursuant to Art. 297 Para. 2 S. 4,
Art. 315 Para. 1 S. 5 HGB
75
Declaration of Corporate Governance
pursuant to Art 289f and 315d HGB
including Corporate Governance Report
of the SINGULUS TECHNOLOGIES AG
78
Consolidated Financial Statements
of the SINGULUS TECHNOLOGIES AG
90
Independent Auditor's Report 155
Individual Financial Statements 172

COMBINED STATUS REPORT OF THE SINGULUS TECHNOLOGIES GROUP AND THE SINGULUS TECHNOLOGIES AG

The Company exercised its right pursuant to Art 315 (5) German Commercial Code (Handelsgesetzbuch (HGB)) to prepare a combined status report for the SINGULUS TECHNOLOGIES Group and the SINGULUS TECHNOLOGIES AG. Since the course of business, the situation of the Company as well as the opportunities and risks of future developments of the SINGULUS TECHNOLOGIES AG and the SINGULUS TECHNOLOGIES Group broadly coincide, the following statements, in particular references to specific data, refer to the SINGULUS TECHNOLOGIES Group, if not stated otherwise.

Information on the net assets, financial position, and results of operations of SINGULUS TECHNOLOGIES AG can be found in the management report.

The Company's fiscal year corresponds to the calendar year and ended on December 31, 2024.

Please refer to the risk report for information on the risks and measures relating to the continued existence of the Company and thus the Group. The opportunity and risk report reflects the current assessment of the Company's risks as at December 31, 2024.

Basics of the Group

Business Model and Divisions of the SINGULUS TECHNOLOGIES Group

SINGULUS TECHNOLOGIES (hereinafter also referred to as the Company) is a global high-tech engineering Company specializing in the development, manufacture and sale of vacuum coating technology, surface technology, wet-chemical and thermal process technology. The offer includes the sales of systems and services.

The business activities of

Solar Segment

the Company are divided into three segments.

In the Solar segment, SINGULUS TECHNOLOGIES focuses on innovative processes and systems for production of modern solar cells. This includes both classic crystalline solar cells and thin-film solar cells made from materials such as copper indium gallium diselenide (CIGS) and cadmium telluride (CdTe). Tandem solar cells are also offered. In addition, the Company offers complete production lines for the manufacture of solar cells and modules.

The new business areas of hydrogen and batteries, which the Company believes offer considerable growth potential, are currently allocated to the Solar segment in terms of revenue.

Life Science Segment

The Life Science segment of SINGULUS TECHNOLOGIES offers versatile product solutions for medical technology, decorative coatings, and the field of data storage. In the field of Medical Technology, the portfolio includes vacuum coating systems for surface finishing as well as wet-chemical cleaning and coating systems that have been developed for both medical applications and the consumer goods sector.

SINGULUS TECHNOLOGIES has specially designed the DECOLINE II production lines and the POLYCOATER inline vacuum cathode sputtering system as well as its own PAINTLINE coating system for the consumer goods market. The MEDLINE production system, which is used in particular for medical technology applications such as the manufacture of contact lenses, is also part of the product range.

In the data storage area, the focus is on the spare parts and service business in order to continue to efficiently support existing systems.

Semiconductor Segment

In the Semiconductor segment, SINGULUS TECHNOLOGIES is positioned as a leading supplier of advanced vacuum coating systems developed for a wide range of modern semiconductor applications. Areas of application include the production of MRAM (Magnetoresistive Random Access Memory), thin-film write-read heads, sensors, inductors, and other specialized components used in semiconductor technology.

The modular TIMARIS system platform, which is specially tailored to the needs of the semiconductor industry, plays a central role here. This platform offers a high degree of flexibility as it can be individually configured with a variety of process and additional modules to meet different production requirements. This enables TIMARIS to be precisely adapted to specific applications, including the deposition of ultra-thin layers and the processing of sensitive materials.

Corporate Structure

Group management as well as the design, development, purchasing and sales departments and the Company's central functions are based at the Company headquarters in Kahl am Main. Machines and systems for all segments are manufactured there. For wet-chemical processes, a competence center for wetchemistry with mechanical and electrical design, development and process engineering functions has been established at the Puchheim site. A local production facility is being built in Changshu, China, specifically for the construction of large production systems for use in China.

The Company's plant and machinery business is supplemented by a global spare parts and service business. The corresponding sales revenues and expenses are allocated to the respective segments. SINGULUS TECHNOLOGIES has a sales and service network in all important regions of the world and offers consulting and services worldwide. Independent subsidiaries in key regions are supported by a network of representatives.

Goals and Strategy

Focus on high-growth markets of the future

SINGULUS TECHNOLOGIES focuses on markets with high growth potential in which the Company's production facilities play a leading role thanks to advanced technologies and clear added value for customers. The Company is strengthening its commitment to the dynamically growing semiconductor market and is driving forward the expansion of its portfolio - through internal innovations and close partnerships with customers and research institutions. In 2024, SINGULUS TECHNOLOGIES continued to provide decisive impetus for its entry into the future fields of hydrogen and batteries, while at the same time investing in the further development of its established core areas of solar and life science.

Solar Segment

Focus on innovative crystalline cell concepts

SINGULUS TECHNOLOGIES is driving forward the continuous development and optimization of its system concepts in order to successfully transfer high-performance solar cells such as HJT (heterojunction) and tandem cells to industrial mass production. In addition to focusing on new cell concepts, thin-film solar technology remains a central component of the Company's activities. SINGULUS TECHNOLOGIES is also involved in the development of new system concepts for the next generation of solar cells based on tandem technology with perovskite materials.

SINGULUS TECHNOLOGIES offers turnkey production solutions for high-performance solar cells that integrate modern technologies such as PVD sputtering, PECVD and wet-chemical processes. These turnkey solutions include all equipment, process technology and advanced factory management to ensure maximum uptime, throughput, and efficiency.

Life Science Segment

Innovative use of existing core competencies

The Company believes that medical technology is one of the most important growth markets in the long term. SINGULUS TECHNOLOGIES is currently concentrating on wet-chemical processing systems for cleaning and coating contact lenses. SINGULUS TECHNOLOGIES is also observing a growing interest in environmentally friendly and cost-effective solutions for surface finishing in the automotive, consumer goods and packaging industries and, in addition to existing coating solutions, also offers complete coating units for these markets.

In the area of data storage, the Company will focus mainly on the global spare parts and service business for the installed base of systems in the coming years.

Semiconductor Segment

The Company consistently focuses on the development of innovative production systems for semiconductor technology, sensor technology and magnetic coating. The TIMARIS cluster tool is specially designed for the deposition (PVD sputtering/PECVD) of ultra-thin metallic and insulating layers with a thickness of less than one nanometer as well as for production of stacks of such layers with extremely precise material thickness and high uniformity requirements. SINGULUS has already established and qualified the second generation of the TIMARIS PVD cluster tool platform on the market and offers a complete portfolio of process modules for various applications.

Currently, more than ten different process modules are available to configure a TIMARIS system individually according to customer requirements. Leading sensor manufacturers worldwide rely on the precision and performance of SINGULUS TECHNOLOGIES' systems.

Sensors and inductors: key components of modern electronics

Sensors and inductors manufactured with machines from SINGULUS TECHNOLOGIES are essential components in the semiconductor industry and crucial for numerous electronic systems. In particular, sensors that measure currents precisely are used in the following applications, among others:

  • » Electric vehicles
  • » Mobile phones
  • » Solar power inverters
  • » Charging stations for electric cars

Illustration: Application examples of modern semiconductor components

The reliable performance and versatility of these components make them indispensable elements in modern technologies, especially in the course of electrification and digitalization.

With its focus on high-growth fields of application such as MRAM, thin-film heads, sensor technology and micro-LEDs, SINGULUS TECHNOLOGIES is positioning itself as an important technology supplier in the semiconductor industry in order to create sustainable solutions for the electronics of tomorrow.

New work areas: Focus on hydrogen technology and solid-state batteries

SINGULUS TECHNOLOGIES is expanding its technological spectrum and opening up two new fields of activity: hydrogen technology and the production of solid-state batteries.

Hydrogen technology: Advanced coatings for metallic bipolar plates

In the field of hydrogen technology, SINGULUS TECHNOLOGIES is developing and optimizing specialized coating processes for metallic bipolar plates, which play a central role in fuel cells and electrolyzers. Bipolar plates are crucial for the function and efficiency of these systems, as they must ensure electrical conductivity between the cells, distribute the gases, and withstand chemical influences.

To meet these requirements, the Company is working on high-precision vacuum coating technologies, including

  • » Physical Vapor Deposition (PVD)
  • » Plasma Enhanced Chemical Vapor Deposition (PECVD)
  • » Wet-chemical pre-treatment

These processes make it possible to apply thin, uniform layers with high corrosion resistance and optimum conductivity. The aim is to use materials efficiently and reduce production costs while maintaining high quality standards.

SINGULUS TECHNOLOGIES aims to integrate these coating technologies into industrial production lines to enable large-scale production of bipolar plates. This should accelerate the market availability of fuel cells and electrolyzers and contribute to the establishment of a sustainable hydrogen economy.

Solid-state batteries: Systems for the next generation of energy storage

Another key area of work is the development of production systems for innovative solid-state batteries. These batteries offer numerous advantages over conventional lithium-ion batteries, including

  • » Higher energy density
  • » Improved safety due to solid electrolytes
  • » Longer service life

SINGULUS TECHNOLOGIES is working on solutions for precision manufacturing of the solid-state components, including state-of-the-art coating, sintering and thermal processes. These technologies aim to optimize production processes and reduce manufacturing costs to drive the marketability of solid-state batteries.

System for the Company's management

Reportable business segments are defined for the internal management of the Company. This segmentation enables management to monitor the Group's performance based on key financial figures. The key financial performance indicators used for Group management are sales and earnings before interest and taxes (EBIT) for each segment. These key figures serve as the basis for allocating resources and determining profitability. Other key performance indicators (KPI) systems are used specifically in the segments to permanently monitor and improve the performance of the individual divisions.

Financing and liquidity are monitored and managed at Group level. In addition to the already mentioned KPIs, sales revenue pursuant to HGB principles and earnings before taxes are used as key performance indicators.

By using these key performance indicators, the Company can assess its financial performance, make strategic decisions, and ensure that financial targets are achieved.

Essential features of the internal monitoring system and the risk management system of the SINGULUS TECHNOLOGIES AG Group with respect to accounting processes

Within the SINGULUS TECHNOLOGIES Group the internal control and risk management system (ICS and RMS) is viewed as a comprehensive system. It includes the principles, procedures and measures introduced by the Company's management with the aim of ensuring the organizational implementation of management decisions.

Specifically, the internal control system includes:

  • » Securing the efficacy and efficiency of business operations
  • » Ensuring proper and reliable internal and external accounting
  • » Compliance with regulations relevant for the Company

The risk management system comprises all organizational regulations and measures to identify and manage the risks identified in the Company's business activities. With respect to the accounting process and the consolidated accounting process, the SINGULUS TECHNOLOGIES Group has implemented specific structures and processes.

Overall responsibility for the internal control system in the accounting process and Group accounting process lies with the Executive Board. All companies included in the consolidated financial statements are integrated via a clearly defined management and reporting structure. Features of the internal control and risk management system that have a significant influence on the consolidated financial statements and the overall statement of the consolidated financial statements, including the Group management report, are considered important in the accounting and Group accounting process.

This specifically includes:

  • » Identification of significant risk areas and controls that influence the Group-wide accounting process
  • » Monitoring the Group-wide accounting process and its results at Executive Board level
  • » Preventive control measures in the finance and accounting of the Group and the consolidated subsidiaries

In addition, the insights gained from the ongoing reporting process influence the continuous further development of the internal monitoring system.

Internal control system in the functional areas

Disclosures not included in the status report (unaudited)

SINGULUS TECHNOLOGIES' internal control system covers the areas of finance, purchasing, sales, human resources (HR) and IT as part of the functional alignment of the Group-wide risk landscape.

The Group-wide risk landscape is supplemented and regularly reviewed for the respective areas as part of a risk analysis. Relevant risks and controls are identified, assigned to the respective functional areas, and recorded in a comprehensive risk control matrix (RCM), which is used within the Company for further documentation of the controls.

A key component of SINGULUS TECHNOLOGIES' monitoring systems is the Compliance Management System (CMS). The CMS was established with the aim of creating rules, standards, and processes for acting in accordance with the law and guidelines as well as voluntary commitments. It serves to protect the Company from financial risks and reputational damage, to minimize the personal liability risks of executive bodies, managers, and other employees and to avoid competitive disadvantages.

Compliance management at SINGULUS TECHNOLOGIES is based on a value-oriented code of ethics, which stipulates a uniform Group-wide commitment to ethical, responsible, and legally compliant behavior in

business life. The SINGULUS TECHNOLOGIES Compliance Officer is independent in his function and reports directly to the Chief Financial Officer. He monitors the basic principles set out in the Code of Ethics. He is available to all employees as a point of contact. Our managers act as role models and should set a good example in order to promote compliance. Through targeted communication and regular training, SINGULUS TECHNOLOGIES helps its employees and business partners to understand and adhere to the compliance guidelines and rules.

At SINGULUS TECHNOLOGIES, compliance risks are regularly and systematically identified and evaluated across all areas. The identified risks are assessed and analyzed according to qualitative criteria and supplemented by further risk mitigation measures if necessary.

Our compliance program includes the preventive elements of guidelines, training, and business partner checks. In addition, guidelines for action help to ensure the business integrity of SINGULUS TECHNOLOGIES.

Statement on the appropriateness and effectiveness of the RMS and ICS Disclosures not included in the status report (unaudited)

Based on the regular reporting on the RMS and ICS, the Executive Board is not aware of any facts that indicate that the RMS and ICS are not designed appropriately and effectively for the risk situation of SINGULUS TECHNOLOGIES.

However, it should be noted that an ICS, regardless of its design, does not provide absolute certainty that material misstatements in the financial reporting will be avoided or detected.

Research, Development and Engineering

Research and development report: Innovations in solar technology

In its in-house research and development work, SINGULUS TECHNOLOGIES places a clear focus on the further development of processes and system technologies for production of crystalline high-performance solar cells. In close cooperation with leading institutes such as the Fraunhofer Institute for Solar Energy Systems (Fraunhofer ISE), advanced processes for cell concepts such as HJT (Heterojunction), TOPCon (Tunnel Oxide Passivated Contact) and tandem solar cells are to be optimized. This collaboration plays a key role in the development of innovative layer systems and technologies for highly efficient solar cells.

In the 2024 financial year, SINGULUS TECHNOLOGIES developed concepts for turnkey production solutions (turnkey projects) that enable the manufacture of high-performance solar cells and associated solar modules. These solutions combine state-of-the-art production technologies such as

  • » PVD sputtering
  • » PECVD (Plasma Enhanced Chemical Vapor Deposition)
  • » Wet-chemical processes

The turnkey solutions offer a full range of equipment, including the necessary process technology and advanced factory management to ensure maximum uptime, high throughput, and efficiency. This enables SINGULUS TECHNOLOGIES to successfully meet the growing requirements for the industrial production of high-performance solar cells.

Another focus of R&D work in the Solar segment is the optimization of production processes and systems for thin-film solar modules, particularly for CdTe technology. The Company is working with customers to increase productivity and reduce operating costs at the same time.

In addition, the integration of perovskite tandem technology into CIGS thin-film technology was the subject of R&D activities in the 2024 financial year. Together with key customer China National Building Materials (CNBM), work was carried out on this solution, which has the potential to make CIGS thin-film technology more efficient and competitive.

Research and development report: progress in the Life Science segment

R&D activities also focus on the further development of coating and wet-chemical processes for medical technology, including the MEDLINE, a production system for contact lenses. Various process modules were added to this system in order to achieve shorter production times.

In the area of decorative coatings, the DECOLINE II and POLYCOATER systems were further developed to enable more environmentally friendly processes with alternative materials. These technologies deliver durable and high-quality surface finishes, particularly for the automotive and consumer goods industries, while simultaneously reducing energy and material consumption.

Research and development report: progress in the Semiconductor segment

In the semiconductor segment, SINGULUS TECHNOLOGIES has further developed processes for its TIMARIS production system for existing applications, tested new applications and created product samples for customers. In the process, the versatile application possibilities of the modular TIMARIS platform were specifically expanded. The current applications include

» MRAM (Magnetoresistive Random Access Memory): Development of high-precision layers for memory technologies used in energy-efficient computers and mobile devices. New development to further reduce switching currents

  • » TMR/GMR sensors (Tunneling/Giant Magnetoresistance): Further optimization of coatings for sensors used in automobiles, industrial applications, and consumer electronics such as smartphones and fitness trackers.
  • » Inductors: Improved coating processes for inductive components that are essential for power supply and energy management systems, e.g., in electric vehicles or smart grid technologies.
  • » Micro-LEDs: Testing and prototype production for the manufacture of light-emitting diodes, which are particularly in demand in high-resolution displays and VR/AR technologies.
  • » RRAM: New development of a process for RRAM another non-volatile memory.

These applications underline the adaptability of the TIMARIS platform to specific customer requirements and make it possible to open new markets. With the combination of PVD and other process modules, TIMARIS offers a solution for the production of sophisticated semiconductor components.

New work areas

In the field of hydrogen, SINGULUS TECHNOLOGIES is working on coatings and coating systems for the coating of bipolar plates for fuel cells and electrolyzers. The aim is to develop suitable coatings that prevent corrosion, have low resistance to electrical currents, are stable over the long term and are cost-effective. The Company is already working closely with various large national and international companies in this area.

SINGULUS TECHNOLOGIES has received a development and manufacturing order for production systems that are used for specific production processes for new solid-state batteries and contribute to an efficient production process. Conventional lithium-ion batteries are reaching the limits of their possible energy density, while at the same time the demand for more powerful energy storage systems is increasing.

Solid-state batteries promise a new era of energy storage. By using innovative materials and process technologies, they offer around 30% higher energy density, a longer service life and faster charging times. The production of solid-state batteries presents a number of technological and engineering challenges. These include selecting and processing the right materials, implementing specialized production processes, and ensuring precise quality control.

The capitalization ratio (development expenses in relation to additions to capitalized development costs) in the 2024 financial year was 13.8% (previous year: 12.2%). Scheduled amortization of capitalized development costs amounted to € 0.7 million (previous year: € 1.2 million). The Group's non-capitalizable development costs amounted to € 10.6 million in 2024 (previous year: € 10.7 million).

In the 2024 financial year, SINGULUS TECHNOLOGIES employed an average of 90 full-time employees in research, development, and design (previous year: 98 employees).

Headcount

As at December 31, 2024, the SINGULUS TECHNOLOGIES Group had 289 full-time employees (previous year: 292 employees). At the end of the year, there were 246 employees in Germany (previous year: 248 employees).

ECONOMIC REPORT

Overall Economic Conditions

According to current forecasts, global economic growth is slowing, while inflation is gradually declining. The International Monetary Fund (IMF) and the Organization for Economic Cooperation and Development (OECD) have updated their estimates for the coming years as follows:

  • » IMF forecast: in October 2024, the IMF confirmed global growth of 3.2% for 2024.
  • » OECD forecast: In its economic outlook from September 2024, the OECD also expects stable global growth of 3.1% for 2024 and a slight increase to 3.2% in 2025
  • » IMF estimate for inflation: The IMF expects global inflation to fall further, from 6.7% in 2023 to 5.8% in 2024.

These forecasts indicate that the global economy is on a moderate growth path, accompanied by a gradual decline in inflation. Nevertheless, risks such as geopolitical tensions and uncertainties in the financial markets remain, which could influence economic development.

Sector-specific Conditions

Solar Segment

The cost-efficient generation of energy with wind and solar energy offers the basis for a faster achievement of the climate targets

The importance of solar energy for the development of a secure and sustainable energy system is generally recognized. The energy scenarios developed by the European Union as part of its 2050 climate targets include PV technology as a key component.

According to Bloomberg Nef's "3Q 2024 Global PV Market Outlook", the global PV industry is expected to install 592 gigawatts of new capacity in 2024, an increase of 33% compared to the previous year. In its "Renewables 2024" report, the International Energy Agency (IEA) forecasts the addition of 5.5 terawatts of renewable energy by 2030, 80% of which is expected to come from photovoltaics.

The European Union (EU) has set ambitious targets for the expansion of solar energy in order to achieve its climate targets and increase energy independence. As part of the Repower EU plan, the EU is aiming to increase installed PV capacity to over 320 gigawatts by 2025 and to almost 600 gigawatts by 2030.

SINGULUS TECHNOLOGIES' position in the solar market

SINGULUS TECHNOLOGIES focuses on highly efficient crystalline cell technologies such as heterojunction (HJT). In this area, the company offers turnkey solutions that include all the necessary production steps for HJT cells. These turnkey solutions enable customers to set up production lines for HJT cells quickly and efficiently, with cells characterized by high efficiency and improved long-term stability.

SINGULUS TECHNOLOGIES continues to maintain its leading market position in production systems for thinfilm solar modules (CIGS and CdTe) and supplies key technologies to increase the efficiency of these modules.

SINGULUS TECHNOLOGIES is working with partners to develop innovative cell systems such as tandem solar cells. Tandem technology is considered to have great potential because it can significantly increase light yield and thus efficiency by combining different materials such as silicon and perovskite. This technology could make a decisive contribution to the next generation of solar cells.

Another strategic step is the partnership with Jinchen, a leading provider of automation solutions and module integration systems. Together, the companies are working to provide integrated solutions for the production of highly efficient cells and modules.

Life Science Segment

SINGULUS TECHNOLOGIES develops and produces specialized machines and systems for the manufacture of contact lenses. The global market for contact lenses is growing steadily. In 2023, the market was estimated at USD 10.45 billion and is expected to grow to USD 18.30 billion by 2032, which corresponds to a compound annual growth rate (CAGR) of 6.5 %.

More and more people worldwide are opting for contact lenses as an alternative to glasses. In addition, contact lenses are increasingly being used in medical applications, for example in the treatment of eye diseases or for post-operative rehabilitation. With the general market growth and the high speed of innovation regarding new products, there are good opportunities for SINGULUS TECHNOLOGIES to remain a leader in this market.

The Company has worked closely with customers to validate the machine technology required for the reprocessing and production of contact lenses. The existing system concepts have been optimized and more customer-specific processes and procedure variants have been developed. The surface treatment systems are manufactured in compliance with all regulatory requirements in order to ensure the highest product quality and to meet the regulations of the international health authorities, in particular the standards and specifications of the GMP and GxP/FDA regulations. With this focus, SINGULUS TECHNOLOGIES positions itself as a competent partner in the medical technology industry and contributes to further development and increased efficiency in the production of contact lenses.

With its POLYCOATER and DECOLINE II machines, SINGULUS TECHNOLOGIES offers automated production methods that enable the coating of parts using, among other things, chromium (VI)-free processes. These innovative technologies open up a wide range of possible applications in various branches of industry, particularly in the cosmetics and automotive industries.

In the automotive industry, environmentally friendly coating processes are becoming increasingly important. Innovative chrome replacement processes offer new possibilities for designers and manufacturers to realize metallic surfaces without the use of chrome (VI). With the POLYCOATER and DECOLINE II systems and an

integrated painting station, SINGULUS TECHNOLOGIES is addressing the growing demand for environmentally friendly coating solutions in these expanding markets.

Semiconductor Segment

Production machines for the semiconductor market

In 2023, the SEMI expects global sales of semiconductor equipment to reach USD 100 billion. This corresponds to a decline of 6.1% compared to the record year 2022 with USD 107.4 billion.

However, according to SEMI, the market is expected to recover in the next two years and reach a new record value of USD 124 billion in 2025. Ajit Manocha, President and CEO of SEMI, explains: "Due to the cyclical nature of the semiconductor market, we expect a temporary decline this year. 2024 will be a transition year. In 2025, we expect a strong upswing again, driven by capacity expansions, new fab projects and high demand for advanced technologies in the front-end and back-end."

With the TIMARIS platform, SINGULUS TECHNOLOGIES offers highly specialized systems for vacuum coating, which are used specifically in semiconductor production. These systems enable extremely precise and homogeneous layer depositions, which are of crucial importance for the manufacture of modern semiconductor components. The high uniformity and exact control of the layer thickness ensure optimum material properties and high process stability.

A key feature of the TIMARIS platform is its modular design, which allows flexible adaptation to different production requirements. By integrating different process modules, the system can be individually configured to meet specific technological requirements. This makes the TIMARIS platform a versatile and future-proof solution for various applications in the semiconductor industry, including the production of memory devices, magnetic sensors, and other complex microelectronic components.

However, the Company is only partially dependent on the investment cycles of the global semiconductor market. Nevertheless, the Company is in a competitive environment with international competitors in the semiconductor applications it offers.

BUSINESS TRENDS OF THE SINGULUS TECHNOLOGIES GROUP

Deviations from forecast for the business year 2024

SINGULUS TECHNOLOGIES originally expected a significant increase in sales for the 2024 financial year compared to 2023 to a range of € 120.0 million to € 130.0 million. At the same time, the Company's earnings situation should improve significantly, with operating earnings before interest and taxes (hereinafter referred to as "EBIT") in the low double-digit million range.

In order to achieve this forecast, it was necessary to complete ongoing projects without significant delays and to realize further significant new orders in the following months. Decisive conditions for this were the continued growth of the solar market and the successful implementation of the planned major projects. In addition, the conclusion of further significant orders in the other segments should contribute to achieving the targets.

Despite positive development in the first six months of the year, SINGULUS TECHNOLOGIES had to revise its forecast as the year progressed. In the summer of 2024, the expected revenue was adjusted to a range of € 95.0 million to € 105.0 million. This was due to the longer preparation and financing periods for extensive projects in the Solar segment outside China, particularly in the USA. These delays meant that the sales to be realized from these projects according to plan could only be realized more slowly than originally expected. Consequently, there were also corresponding effects on EBIT. Nevertheless, the Company continues to expect an improved earnings situation compared to 2023 and an operating result (EBIT) of between € 3.0 million and € 6.5 million.

Due to delays in the awarding of orders planned in the budget for 2024 in the Semiconductor segment and the associated postponements in the realization of sales and the corresponding EBIT contribution, SINGULUS TECHNOLOGIES had to adjust its forecast for 2024 again in November to sales in the range of € 80.0 to 90.0 million. Earnings before interest and taxes (EBIT) were expected to amount to between € 1.0 million and 3.5 million.

Forecast 2024 Adjusted
July 2024
Adjusted
forecast
November 2024
Actual 2024
Group
sales
€ 120.0 million
to € 130.0
million
€ 95.0 million to
€ 105.0 million
€ 80.0 million to
€ 90.0 million
€ 75.9 million
EBIT Low, double
digit million
range
€ 3.0 million to €
6.5 million
€ 1.0 million to €
3.5 million
€ -0.7 million

Overall, the Company generated sales of € 75.9 million for the 2024 financial year (previous year: € 73.2 million) and EBIT of € -0.7 million (previous year: € -10.1 million) and thus also missed the adjusted forecast from November 2024. In addition to further delays in the preparation periods in the Solar segment, this was due in particular to the short-term non-placement of a project order from a Chinese customer in the Semiconductor segment, which was still included in the adjusted forecast from November 2024 and is scheduled to be contracted in the second quarter of 2025. As significant services had already been provided for this project before the contract was signed, both the Group sales revenue and EBIT guidance lower limits of the adjusted guidance from November 2024 would have been achieved if the project had been awarded in the 2024 fiscal year and there had been no further delays in the preparation periods in the Solar segment.

In terms of the Solar segment's sales, a significant increase was expected in the 2024 financial year compared to previous years. Compared to 2023, revenue in this segment should almost double and EBIT should also improve significantly and close in the high single-digit million range. Sales in this segment amounted to € 30.9 million (previous year: € 39.0 million). EBIT amounted to € -6.1 million (previous year: € -8.3 million). The sales and EBIT targets in the core Solar segment were therefore missed in the 2024 financial year. This was due to the longer preparation and financing periods for projects in the USA.

For the planning year 2024, a significant increase in sales revenue was expected in the Life Science segment, which should exceed the level of 2023. EBIT should close in the low single-digit million range compared to the previous year. With sales of € 23.3 million (previous year: € 23.9 million) and a balanced EBIT (previous year: € -1.5 million), the sales and EBIT targets were missing.

Starting from a low level for the Semiconductor segment, the Company expected revenue to double in the 2024 financial year compared to 2023. EBIT was also expected to close in the low single-digit million range. The planning within this segment was achieved in the 2024 financial year. Sales of € 21.7 million (previous year: € 10.3 million) increased compared to the previous year, while the resulting EBIT improved significantly to € 5.4 million (previous year: € -0.3 million).

STATUS REPORT

Earnings

The global economy has been characterized by numerous uncertainties and challenges in recent years and remained exceptionally volatile as a result. The ongoing war in Ukraine, the crises in the Middle East and their economic repercussions, the continuing fluctuations in the European and German economies and the uncertainty surrounding the US election shaped the course of 2024. In addition, overall demand was dampened by sharp rises in inflation rates and higher interest rates in almost all countries. These factors led many of our customers to postpone investment decisions, which had a significant negative impact on the Company's order situation over the course of the 2024 financial year.

In the context of this difficult global economic environment, gross sales in the reporting period remained at the previous year's level at € 75.9 million (previous year: € 73.2 million).

The percentage regional distribution of sales for the 2024 financial year is as follows Asia 51.2% (previous year: 44.0%), Europe 31.3% (previous year: 45.3%), North and South America 17.5% (previous year: 10.7%), and Africa and Australia 0.0% (previous year: 0.1%).

The gross margin (calculated as the ratio of gross profit to sales (net) as a percentage) for the reporting year developed significantly positively due to the product mix and amounted to 33.6% (previous year: 22.3%).

Operating expenses for the 2024 financial year amounted to € 26.2 million and were slightly below the previous year's figure (€ 26.3 million). In the area of research and development, expenses remained below the previous year's level due to an increased capitalization rate and a higher proportion of project-related development services. The latter are reported under Cost of sales. Specifically, expenses for research and development amounted to € 4.8 million (previous year: € 6.9 million). Expenses for sales and customer service

amounted to € 11.9 million in the reporting year (previous year: € 10.9 million), while general administration costs amounted to € 9.9 million (previous year: € 8.9 million).

Other operating expenses amounted to € 0.3 million (previous year: € 0.6 million) and are mainly due to foreign currency effects. In the reporting year, the other operating income of € 0.7 million (previous year: € 1.0 million) mainly includes the reversal of provisions.

EBIT in the reporting year amounted to € -0.7 million (previous year: € -10.1 million). The improvement is mainly due to the significant increase in the gross margin in connection with the change in the product mix.

2024 2023
EBIT -0.7 -10.1
EBITDA 1.9 -7.3
Net profit/loss -5.4 -9.8
Financial result -2.7 -1.4
Earnings per share in € -0.61 -1.10

Specifically, the Solar segment generated EBIT of € -6.1 million in the reporting period (previous year: € -8.3 million). The Life Science segment generated EBIT of € 0.0 million (previous year: € -1.5 million). In the Semiconductor segment, EBIT amounted to € 5.4 million (previous year: € -0.3 million).

2024 2023
Solar -6.1 -8.3
Life Science 0.0 -1.5
Semiconductor 5.4 -0.3

The financial result amounted to € -2.7 million in the 2024 financial year (previous year: € -1.4 million). This mainly included financing expenses (€ -2.8 million). This mainly resulted from the financing costs of the corporate bond and the Company's other debt-financing instruments. Tax expenses of € -2.0 million were recorded in the reporting year (previous year: tax income of € 1.7 million). The results for the period in the 2024 financial year amounted to € -5.4 million (previous year: € -9.8 million).

Incoming orders totaled € 77.2 million in the reporting year (previous year: € 43.1 million). The order backlog as at December 31, 2024, amounted to € 77.4 million (previous year: € 76.1 million).

Assets

Total assets decreased compared to the previous year and amounted to € 58.5 million as at December 31, 2024 (previous year: € 71.8 million).

2024 2023
Cash and cash equivalents 11.3 11.5
Restricted financial assets 1.3 3.2
Accounts receivable and other assets
(short-term)
20.6 25.3
Inventories 6.2 12.7
Long-term assets 19.1 19.1
Total assets 58.5 71.8
Short-term liabilities 79.9 87.3
Long-term liabilities 28.6 29.1
Shareholders' equity -50.0 -44.6
Total liabilities and shareholders' equity 58.5 71.8

Current assets amounted to € 39.4 million in the reporting period and were therefore significantly lower than in the previous year (previous year: € 52.7 million). This is mainly due to the decrease in receivables from construction contracts from € 17.2 million in the previous year to € 10.2 million as a result of offsetting existing trade receivables against outstanding liabilities from the financing agreement with Triumph Science & Technology Group Co. Ltd, Beijing, China ("Triumph") in the amount of € 10.3 million. At the same time, inventories decreased to € 6.5 million (previous year: € 12.7 million).

Non-current assets amounted to € 19.1 million at the end of the reporting year (previous year: € 19.1 million) and were unchanged compared to the previous year.

Current liabilities decreased compared to the end of 2023 and amounted to a total of € 79.9 million as at December 31, 2024 (previous year: € 87.3 million). In an agreement dated December 30, 2024, Triumph and SNGULUS TECHNOLOGIES agreed to offset financing liabilities in the amount of € 10.3 million against existing trade receivables. In addition, a portion of the financing liabilities was reclassified as prepayments on existing contracts for the manufacture and delivery of systems in the amount of € 9.7 million. This eliminated the Company's obligation to repay the financing in the amount of € 20.0 million. Trade payables increased by € 5.2 million and amounted to € 14.1 million at the end of the financial year (previous year: € 8.9 million).

Non-current liabilities of € 28.6 million at the end of the year reported were slightly below the previous year's level (previous year: € 29.1 million). This is due to the reclassification of the first drawdown of the super senior loan in the amount of € 2.0 million. These are reported under current liabilities at the end of the financial year.

Due to the continuing losses, the Group's equity amounted to € -50.0 million at the end of the financial year, which is attributable in full to the shareholders of the parent Company (previous year: € -44.6 million). However, the Company expects a significant improvement in equity in the coming years.

For the development of the equity of SINGULUS TECHNOLOGIES AG in accordance with the German Commercial Code (HGB), please refer to the section on the annual financial statements in accordance with the HGB.

Financial Situation

Principles and goals of financial management

SINGULUS TECHNOLOGIES operates a centralized financial management system that serves to control and secure liquidity. The aim is to ensure sufficient liquidity. Excess liquidity in subsidiaries is pooled and monitored at the parent Company wherever possible. The Company uses forward exchange transactions, in particular forward exchange contracts, to hedge against exchange rate risks. These derivative financial instruments are used exclusively to hedge currency risks arising from the Group's business activities. Such transactions are concluded exclusively in connection with an underlying transaction. Speculative derivatives are not used

SINGULUS TECHNOLOGIES uses credit insurance or bank guarantees wherever possible to minimize the risk of default on trade receivables. More detailed information on the management of financial risks can be found in Note 36 to the consolidated financial statements.

Liquidity and capital management

It is the primary goal of capital management to strengthen the capital structure to safeguard the long-term financing of the Company. The general principle holds to cover the future financial requirements through the capital market at appropriate terms and conditions. In this connection, the Company is reviewing the existing options with regards to the optimum financing structure at all times. In particular, the Company is currently constantly monitoring the further development of the shareholders' equity.

Currently, the Company is mainly financed via advance payments from contracted projects as well as various debt financing instruments.

As of December 31, 2024, the group of companies still had guaranteed credit lines in the amount of € 20.8 million at its disposal. Thereof, € 1.1 million were drawn as of the end of the business year. As of the balance sheet date these utilized guarantee lines were mainly secured with 100% cash deposits. The Company is currently negotiating the signing of additional draft guarantees with significantly reduced cash deposits. They

are required for additional prepayments stemming from various projects. In particular in the Solar business, additional guaranteed financing agreements could become necessary subject to project-specific requirements.

For further information on the financing components, please refer to the comments on financial risks in the Risk Report.

Excess liquidity is exclusively deposited by SINGULUS TECHNOLOGIES as overnight or time deposits. Foreign currency risks from operations abroad are assessed as part of a risk analysis. Generally, part of the sales of the SINGULUS TECHNOLOGIES Group are subject to an exchange rate risk, here especially the US-Dollar (USD) currency risk. For this reason, derivatives to hedge foreign exchange risks are used. However, in the year under review the share of sales in foreign currencies was immaterial. Foreign exchange risks, if they are material, are continuously reviewed in the course of the risk management system.

2024 2023
Cash flow from operating activities 12.7 -26.3
Cash flow from investing activities -2.5 -2.0
Free cash flow 10.2 -28.3
Cash flow from financing activities -10.2 21.2
Increase/decrease in cash and cash equivalents 0.0 -7.1
Cash and cash equivalents at the beginning
of the fiscal year
11.5 18.7
Impact of exchange rates translation differences -0.1 -0.1
Cash and cash equivalents at the end
of the fiscal year
11.3 11.5

The Group's operating cash flow was positive at € 12.7 million in the 2024 financial year (previous year € -26.3 million). This is mainly due to the receipt of advance payments for customer projects. Cash flow from investing activities amounted to € -2.5 million (previous year: € -2.0 million). Cash flow from investing activities in 2024 includes payments for investments in development costs amounting to € -1.7 million (previous year: € -1.5 million). Payments for investments in other intangible assets and property, plant and equipment amounted to € -0.8 million (previous year: € -0.5 million). Cash flow from financing activities totaled € -10.2 million (previous year: € 21.2 million). In an agreement dated December 30, 2024, Triumph and SNGULUS TECHNOLOGIES agreed to offset financing liabilities in the amount of € 10.3 million against existing trade receivables. In addition, a portion of the financing liabilities was reclassified as prepayments on existing contracts for the manufacture and delivery of systems in the amount of € 9.7 million. This eliminated the Company's obligation to repay the financing in the amount of € 20.0 million. In contrast, the Company received new loans amounting to € 10.0 million in the reporting year. As a result, cash and cash equivalents of € 11.3 million as at December 31, 2024, were slightly lower than in the previous year (previous year: € 11.5 million).

At the end of the 2024 financial year, there were unutilized guarantee commitments amounting to € 19.7 million.

FORECAST REPORT

Overall Economic Conditions

According to the International Monetary Fund (IMF), the global economy is expected to grow by 3.2% in 2025. This forecast was published in October 2024.

This forecast is attributed to the unexpectedly high resilience of the USA and several large emerging and developing countries. Fiscal support measures in China have also contributed to stabilization. The IMF points out that global growth risks are balanced and that progressive disinflation could create scope for an easing of financial conditions.

The IMF has lowered its growth forecast for Germany for 2025 from the original 1.3% to 0.8%, reflecting the ongoing weakness in the manufacturing sector.

Outlook for the Business Years 2025 and 2026

Outlook for the business year 2025

SINGULUS TECHNOLOGIES expects an increase in sales revenue in 2025 compared to 2024. The Company's earnings situation is expected to continue to improve. Sales in the range of € 105.0 million to € 115.0 million are expected. EBIT should then be in the mid-single-digit million range.

The basis for the forecast is, on the one hand, the completion of current projects without significant delays and the acquisition of further significant new orders in the coming months. On the other hand, a sales distribution across the three segments Solar, Semiconductor and Life Science in a ratio of approx. 2:1:1 is planned, while the main drivers for the EBIT, which is expected to be in the mid-single-digit million range, will be the Semiconductor segment in particular, based on an expected improvement in contribution margins, and the Life Science segment, which will make a positive contribution.

However, if actual operating performance falls significantly short of these expectations in the coming months, this could have a significant impact on the Company's financial situation. This would affect the net assets, financial position, and results of operations and, in the worst-case scenario, could jeopardize the Company's existence.

The SINGULUS TECHNOLOGIES Group is highly dependent on the future development of business activities from the operating customer business of all three segments, both regarding the achievement of the expected financial key figures and the further development of liquidity in the financial years 2025 and 2026. Sufficient liquidity for the Company and the Group in the next 24 months after the end of the 2024 financial year can only be maintained if the planning can be realized in this period. A key prerequisite in the planning is that the partial payments to be made based on the orders already contracted are actually made or are not made with a material delay. It is also necessary to obtain further major projects in the 2025 and 2026 financial years.

We also refer to the comments on financial risks in the risk report in connection with the Company's financing.

Detailed information on the business outlook for 2025 and 2026 in accordance with the annual financial statements prepared in accordance with the German Commercial Code (HGB) can be found in the "Annual financial statements in accordance with HGB" section of this management report.

Outlook for the business year 2026

For 2026, the Company expects a significant increase in revenue compared to 2025. EBIT is also expected to increase and be in the low double-digit million range. The basis for this is a planned strengthening of the solar and semiconductor segments due to the expectation of further improvements in the contribution margins, while a constant level is planned for the development of business activities in the life science segment.

Sector-specific Forecasts and Outlook for the Business Year 2025

Solar segment

In terms of revenue in the Solar segment, we do not expect any significant customer orders until the second half of the 2025 financial year due to contract negotiations. As a result, a moderate year-on-year increase in revenue is expected in this segment for the year as a whole. As in the previous year, EBIT is also expected to be slightly negative in the low single-digit million range.

Life Science segment

A significant increase in sales revenue is expected in the Life Science segment for the planning year 2025. EBIT is expected to be positive in the low single-digit million range compared to the previous year.

Semiconductor segment

For the Semiconductor segment, we expect a significant increase in revenue in the 2025 financial year compared to 2024. EBIT is also expected to be positive in the low single-digit million range.

RISKS AND OPPORTUNITIES REPORT

The SINGULUS TECHNOLOGIES Group is confronted with internal and external risks associated with its operating segments that could jeopardize the achievement of its objectives. At the same time, it is important to recognize and take advantage of opportunities in order to strengthen competitiveness. The operating segments and departments are responsible for identifying and managing risks and opportunities without offsetting them against each other. This applies both to the parent Company SINGULUS TECHNOLOGIES AG and to the Group as a whole, with the parent Company playing a leading role in opportunity and risk management.

Goals and principles of risk management

Risk management helps to achieve the Company's objectives by creating transparency about the risk situation. This enables informed decision-making, the early identification of threats to the Company's financial health and the prioritization of risks and necessary measures. Risk management also ensures that risks are managed in a targeted manner, monitored and limited to acceptable levels to optimize costs.

Organization of risk management

The risk environment is reviewed annually as part of corporate planning to identify new risks. The last risk matrix review took place in November 2024. Due to the low level of independence of the sales subsidiaries, the parent Company records risk centrally. Department heads are responsible for risk management, supported by Controlling and Finance. The risk manager coordinates risk reporting within the SINGULUS TECHNOLOGIES Group and is responsible for methods and guidelines.

The risk management at SINGULUS TECHNOLOGIES is characterized by the following principles:

  • » The risk management is primarily implemented by the operating segments in the course of the management duties;
  • » The risk management must not be limited to financial risks, but must also include all risks associated with the business activities;
  • » The risk management has to be an integral part of the business processes;
  • » The precondition for an effective risk management is the clear and unambiguous assignment of tasks and responsibilities and a systematic risk management process;
  • » Support and active participation on part of the management team;
  • » Functionality and reliability of the risk management are to be supervised continuously and adjusted, if necessary;
  • » The risk management system has to be documented in a suitable manner, principles and guidelines of the risk management have to be in written form and communicated to the relevant people;
  • » Opportunities are not a component of the risk management.

In particular, risk management should make the following contributions:

  • » to improve the risk awareness and risk transparency;
  • » to identify, suitably manage and monitor all essential risks;
  • » to show accumulation of risks;
  • » to provide reliable management information about the risk situation of the Company.

The Executive Board has the overall responsibility for the implementation of an appropriate and functioning risk management, to safeguard the timely identification and mastering of trends threatening the continuation of the Company.

Risk management organization of the SINGULUS TECHNOLOGIES AG

The risk management process in the SINGULUS TECHNOLOGIES Group

Overall, the risk management system is a continuous process according to the business risk management process:

Level 1: Identification of goals, extent, and infrastructure

The basis of the strategic risk management process is formed by the alignment of risk policies (including targets and thresholds), the risk management processes and the definition of the required relevant systems and instruments. The original definitions are subsequently amended or modified in the course of a long-term control cycle.

Level 2: Analysis of risks

In a second step risks are initially identified and documented, afterwards analyzed from different perspectives, and finally evaluated, if possible. To safeguard a complete risk inventory, a theoretical risk portfolio is applied. The analysis and update is generally performed in the course of the planning processes and for the past

business year was performed in the fourth quarter of 2024. On a quarterly basis, a risk reporting is established to document the essential risks.

The evaluation of risks is performed on an ordinal scale. The gross damage is evaluated. This assessment is renewed on a quarterly basis.

The gross damage is defined as the negative earnings impact on the Group's forecast EBIT. The probability of occurrence is the subjective assessment of the probability of the event occurring in the business year. Specifically, a low, medium, or high probability is classified. The evaluation is performed on a "gross" basis, i.e., existing controls and measures are not taken into account. The relevant figures for the classification of the gross risk are defined in the following table. Here, the assumptions with regard to the specific maximum damage (based on the Group's EBIT as well as on shareholders' equity) are derived from long-term historic analysis of the financial results. In addition, the short- and medium-term liquidity risk is continuously monitored.

Maximum Damage
Relevance Degree from to
1 Insignificant risks, not materially
impacting EBIT
0 € € 0.2 million
2 Medium risks, with a significant
impact on EBIT
€ 0.2 million € 1.5 million
3 Significant risks, materially impacting
the EBIT and significantly reducing
the company value
€ 1.5 million € 5 million
4 Major risks resulting in a negative
EBIT and materially reducing the
company value
€ 5 million € 10 million
5 Continuation-threatening risks,
which threaten the continuation
of the company
> € 10 million

Subsequently, the probability of occurrence (classification high, medium, low) is estimated for the individual risks.

Level 3: Formulating risk handling strategies

On the basis of risk handling, strategies, specific measures can be derived. The definition of these strategies is made with respect to the overall strategy and the risk preference of the Company. Basically, management has the following alternative for the handling of risks at its disposal:

  • » Eliminate risks
  • » The elimination of risks results in a complete elimination of the risk, e.g., by leaving a risky or unprofitable business.

» Reduce risks

  • » The goal of the reduction of risks is to lower the probability of occurrence and/or the impact on the EBIT or the Company's target to an acceptable level, e.g. by improving the early detection of risks and thus the implementation of countermeasures.
  • » Transfer (insure) risks
  • » In the case of an insurance / cover the potential damage is transferred to a third party, e.g., with a respective insurance cover.
  • » Bear (accept) risks

With the acceptance of risks the direct form of risk financing is carried out by SINGULUS TECHNOLOGIES, e.g. through financial cover via the addition of provisions. The development of the risks is monitored by the employees involved without introducing specific measures for the handling of risks.

Level 4: design and implementation of appropriate structures and measures

On the basis of the above-formulated risk handling strategy, subsequently the required structures and measures are derived and implemented.

Level 5: monitoring of efficiency

The implemented measures are regularly monitored and reviewed with respect to their efficiency. In addition, the legal documentation requirements are met.

Level 6: adjusting the measures and continuous improvement process

The dynamic nature of the environment demands the risk management to be understood as a continuous process. For this reason, continuous adjustments of the risk management process to external and internal developments are essential. To enable this, intensive knowledge management is still necessary.

The starting point for the risk management process of SINGULUS TECHNOLOGIES is the corporate strategy, on which the definition and communication of the business goals is based.

The review of the risk management systems is performed by impartials, i.e., people who are not directly involved in the management of risks. The Supervisory Board is responsible for the review of the efficiency of the risk management. For this, the Executive Board at least annually informs the Supervisory Board about the current state of the risk management.

Risk Report

As an internationally operating Company SINGULUS TECHNOLOGIES continuously monitors the latest developments and analyses their economic impacts. In particular, the current developments in our main sales market, China, are closely monitored by management.

The various uncertainties and global unrest in different parts of the world can give rise to far-reaching risks. These East could, for example, negatively impact on the sales trend, production processes as well as the procurement and logistics processes due to interruption of the supply chains or shortages for components as well as raw materials and pre-products. From today's point of view, the increases of commodities and energy prices do not appear to have a major impact on the Company. A majority of the purchase prices are already fixed for ongoing customer projects, for current customer negotiations potential increases of materials can be passed on to the contractual partners to a large extent. So far, there have not been any significant negative impacts on the Company's main sales markets.

In summary, as of December 31, 2024, the following relevance scores for the individually identified, material risk group as well as their probability of occurrence resulted each compared with the level recognized as of December 31, 2023:

DECEMBER 2024 DECEMBER 2023
Relevance* Probability
of occurence
Relevance* Probability
of occurence
Sales market risk in
Solar segment
O
00
O
O
high C
0000
high
Sales market risk in
Life Science segment

O
high high
Sales market risk in
Semiconductor segment

O
high
Project risks medium medium
Technology risks 0.000 medium medium
Financial risks 0.00
O
high high
Procurement market risks 00 high high

The following paragraphs explain the risk areas and individual risks, which are able to materially affect the assets, the financial and the earnings position of the SINGULUS TECHNOLOGIES AG and of the Group from today's perspective, on the basis of the overall Group and which could result in a shortfall of the targets.

In addition, risks that are not known today or which are not assessed as being material, could impact the asset, financial and earnings situation of the Company.

Sales market risk

Risk description:

The Company is generally subject to global economic cycles and geopolitical risks, which could impact on the course of business. In particular, SINGULUS TECHNOLOGIES depends on the willingness of its international customers to invest into new production machines. Drops in demand or misjudgments in terms of the development of markets and products could have negative impacts on the Company's results.

SOLAR SEGMENT

The market development for PV installations in the past couple of years relied to a large extent on the regulatory framework and global subsidies for investments in PV equipment. Even though the dependency of the competitiveness of photovoltaic installations from government subsidies is gradually decreasing due to the reduction in system costs for PV equipment, the market for these installations depends on the implementation of national energy policies and on the continuation of public support programs in the future as well. This holds mainly true for the main markets China and the US. In particular due to the enormous importance of China as the driver of growth for the solar industry in the past couple of years, the further development of the regulatory framework conditions and the public subsidy programs in this country pose a substantial risk with respect to the main business activities of the Company. In case the Chinese government repositions its energy policy and with that shift in the solar section in the course of its subsidy programs to other technologies than CIGS, CdTe, HJT or towards other new production processes or no longer implements the expansion of the production capacities to the currently announced extent, this would have material negative effects on the sales of the Company.

With the change of US administration in 2025, a series of planned new executive orders could have a significant impact on the solar PV industry and the energy transition more broadly. The new US President has announced plans to challenge the Inflation Reduction Act (IRA) of 2022 and to withdraw from the Paris Climate Agreement in favor of replenishing the country's strategic oil reserves. In addition, the introduction of tariffs could increase the cost of imported manufacturing components, potentially leading to higher prices for solar projects in the US. Conversely, these measures could create incentives for domestic production and encourage investment in the local solar industry.

Furthermore, investments in the photovoltaics sector could be refrained from in general or partially or to a significantly smaller extent than expected by SINGULUS TECHNOLOGIES, since the solar technology could become less accepted in competition with other methods of electricity generation from renewable energy source in the future or other technologies could develop more favorably than photovoltaics for technical, economic, regulatory or other reasons.

In the Solar segment the Company is currently engaged in business with a small number of large customers. The liquidity and earnings situation is accordingly volatile and also dependent on large-volume projects in the short-term. Due to the current customer and project concentration, singular delays, considerable reductions or even a break-up of the respective business activities could have a material impact on the asset, financing, and earnings situation. In such a case it will be improbable that the Company will be successful in compensating for the lack of business volume by new customers in the short- or medium-term.

Moreover, the competitive intensity could further increase due to mergers or the cooperation of individual competitors or the market entry of new competitors. Increasing competition could result in reduced prices for production machines of the Company or even to a material loss of market share.

Impact:

Due to the high importance of this business segment, the market risk in the Solar segment is rated with a relevance score of 5 (December 31, 2023: 5). Management expects sustained high sales in the Solar segment in the next couple of years. Despite the entry into new business areas, this business segment will continue to provide the largest share of sales and earnings contributions in the current business year. In view of the significant decline in orders in previous years and the continuing delays in the completion of ongoing projects the probability of occurrence was assessed as high (December 31, 2023: high) and its relevance as a threat to the Company's continued existence.

Measures:

The Company monitors global market developments. This includes ongoing discussions with our customers and research institutes. The Company is constantly coordinating further planned orders for the 2025 and 2026 financial years with various customers. The Company is also aiming to reduce its dependence on the Chinese solar market by diversifying into other markets and applications.

LIFE SCIENCE SEGMENT

In addition to the core Solar segment, the Life Science segment will be of great importance for further business development in the coming years. The Company expects a steady expansion of business activities within this segment. However, the Company is highly dependent on specific investment cycles in production facilities for a small number of globally active customers. In addition, the Company has so far mainly been active in the medical technology sector within the contact lens application area.

Impact:

Due to the increasing importance of this segment for the Company's key financial figures, the Life Science sales market risk is assigned a relevance score of 5 (December 31, 2023: 5) and a high probability of occurrence (December 31, 2023: high). If the assumed order intake in this area falls significantly short of the assumptions in the current financial year, this would jeopardize the Company's continued existence.

Measures:

External data such as market research results, as well as intensive contact with our customers and monthly comparisons of actual values in relation to planned values, help us to better assess future developments at an early stage.

SEMICONDUCTOR SEGMENT

In addition to the core segments of Solar and Life Science, the Semiconductor segment will become increasingly important for further business development in the coming years. The Company expects a significant expansion of business activities within this segment. There was already a significant increase in sales in the reporting year in connection with a marked rise in demand for semiconductor systems for various applications from China. The Company expects further positive development in this region in the coming years.

Impact:

Due to the increasing importance of this segment for the Company's key financial figures, the semiconductor sales market risk is assigned to a relevance score of 5 and a high probability of occurrence. If the assumed incoming orders in this segment fall significantly short of the assumptions in the current financial year, this would jeopardize the continued existence of the Company.

Measures:

External data such as market research results, as well as intensive contact with our customers and monthly comparisons of actual values in relation to planned values, help us to better assess future developments at an early stage.

Project risks

Risk description:

According to the Company's definition project risks include orders, which concern non-standardized machines with a sales price usually exceeding € 3.0 million. Specifically, the resulting risks are the exceeding of forecast costs as well as of the project schedule, the failure of acceptance criteria as well as order cancellations and the resulting non-acceptance of machines and the resulting contractual risks.

Impact:

If risks materialize in connection with the order processing, they could have a material adverse impact on the business activities in particular in connection with the implementation of larger projects. In particular, the risk of missing the project schedule or project expenses as well as failing to meet the acceptance criteria is viewed as being material. In particular, the scheduled order processing of our major projects is of great importance for the continued existence of the Company and the Group.

If the projects fail as a whole or in part or the planned economic success is not sufficiently realized, this could have material negative impacts on the asset, financial and earnings situation of the Company up to threatening the existence of the Company.

In summary, we assess the project risks unchanged with the relevance score of 5 (December 31, 2023: 5). The probability of occurrence is assessed as being medium (December 31, 2023: medium).

Measures: To manage the risks, already in the proposal stage project calculations, project schedules as well as project-specific risk assessments and liquidity forecasts are conducted. With a continuing monitoring of changes in the parameters alongside the project's progress, potential project risks should be identified at an early stage and necessary measures initiated. To reduce the risk of cancellations, prepayments as well as partial payments according to project progress are routinely agreed.

Financial risks

Risk description:

The SINGULUS TECHNOLOGIES Group is exposed to financial risks, particularly with regard to liquidity risks. These include the extension of various debt financing components, the default of customer receivables and, in particular, the non-payment and delay of advance payments for new incoming orders and partial payments in connection with the execution of major projects.

In all segments additional financing agreements could become a necessary subject to project specific requirements. In particular, prepayments made by our customers are secured with guaranteed pledges on a project-by-project basis. For this, according to agreements with creditors the Company has to deposit a high share of liquid funds as guarantees. This guaranteed pledge is not at the Company's disposal for the financing of working capital and could result in liquidity squeezes subject to the course of the projects.

The SINGULUS TECHNOLOGIES Group is highly dependent on the future development of business activities from the operating customer business of all three segments, both with regard to the achievement of the expected key financial figures and the further development of liquidity in the financial years 2025 and 2026. Sufficient liquidity for the Company and the Group in the next 24 months after the end of the 2024 financial year can only be maintained if the planning can be realized in this period. A key prerequisite in the planning is that the partial payments to be made on the basis of the orders already contracted are actually made or are not made with a material delay. It is also necessary to obtain further major projects in the 2025 and 2026 financial years.

In addition, the debt financing components presented below, which were available to the Company at the end of the reporting year, are also key prerequisites for planning:

Financing component Nominal value Maturity
Loan Bank of Shanghai € 10.0 million April 10, 2025
CTIIC financing € 6.0 million April 30, 2025
Super Senior Loan in
accordance with the terms and
conditions of the bond
€ 4.0 million Tranche I (€ 2.0 million):
-
Drawing in May 2023
-
Term until March 31, 2026
Tranche II (€ 2.0 million):
-
Term until January 2024
-
Maturity March 31, 2026
Working capital financing
(unsecured)
€ 2.0 million March 31, 2026
- Drawing in December 2024
Corporate bond € 12.0 million July 22, 2026
(repayment date)

The loan from the Bank of Shanghai in the amount of EUR 10.0 million has been available to SINGULUS TECHNOLOGIES AG to secure liquidity since April 2024. Repayment of the loan is guaranteed by the Chinese majority shareholder Triumph Science & Technologies Co. Ltd, Beijing/China, (Triumph), a subgroup of China National Building Material Group Corporation, Beijing/China, (CNBM). The term of the loan is twelve months, so it matures in April 2025. The Executive Board expects this loan to be extended in good time with the support of the guarantor Triumph. Nevertheless, there is a general risk that the loan will not be extended, which will lead to the corresponding maturity date.

To bridge short-term liquidity bottlenecks, Triumph International Investment Company Limited, Hong Kong/China, (CTIIC), a daughter Company of the main shareholder Triumph, granted the Company a shortterm loan with a volume of € 6.0 million (CTIIC financing) with effect from August 19, 2024, which was drawn down in full by the end of the 2024 financial year. Repayment of the loan was agreed for the end of February 2025 and was initially provisionally extended until April 30, 2025. Due to ongoing negotiations regarding the final conditions for repayment of the loan, there is uncertainty regarding the conclusion of these negotiations.

The corporate bond with a nominal volume of € 12.0 million has a term until July 22, 2026, and an interest rate of 4.5%. The repayment amount is 105.0%. The increased repayment amount is also applicable in the event of early repayment. The Executive Board plans to repay the bond from operating cash flow or the transfer to a new financing at the end of the term, meaning that risks in this regard remain in the realization of the plan.

In addition, the company has access to a senior secured loan ("Super Senior Loan") in the amount of € 4.0 million. The company drew down tranche I in May 2023 and tranche II of € 2.0 million each in January 2024. The term of the loans originally ended on December 31, 2024. Together with the lenders, the Management Board extended the repayment of loan tranches I and II until March 31, 2026.

In addition, a lender granted the Company unsecured working capital financing for a further € 2.0 million at the end of the 2024 financial year, which was initially due for repayment on March 31, 2025. The Executive Board and the lender have extended the term of this loan to March 31, 2026.

After the due dates have expired, which have been extended to March 31, 2026, tranches I and II of the super senior loan and the unsecured working capital financing are to be extended again until the corporate bond matures, in consultation with the lenders, and transferred to a new financing structure (together with the corporate bond if applicable).

Impact:

Currently, we still rate the liquidity risk unchanged with a relevance score of 5 (December 31, 2023: 5) and the credit risk with a relevance score of 3 (December 31, 2023: 3). We continue to classify the probability of the occurrence of the liquidity risk as high (December 31, 2023: high). In particular, the timely receipt of contractually agreed payments as well as the assignment of additional large projects are required. Material delays in payments or credit losses within these major projects could not be compensated for. We rate the probability of the default risk to be low (December 31, 2023: low).

Measures:

In order to ensure the solvency and financial flexibility of the SINGULUS TECHNOLOGIES Group at all times, a liquidity reserve is maintained in the form of cash. In order to recognize liquidity risks at an early stage, liquidity plans are prepared regularly and compared with actual developments. The Company currently finances itself primarily through advance payments from contracted projects and various debt financing instruments. Furthermore, negotiations are currently underway regarding the granting of new counterguarantees with significantly reduced security deposits.

The receivables portfolios of the individual companies in the SINGULUS TECHNOLOGIES Group are examined at close intervals to analyze the default risk. We use export credit insurance as the main instrument to hedge against payment defaults by foreign customers. The creditworthiness and payment behavior of customers are constantly monitored and appropriate credit limits are set. In addition, risks in individual cases are limited as far as possible by credit insurance and bank guarantees.

To cover the aforementioned financial liabilities due in the forecast period from the "Bank of Shanghai loan" and "CTIIC financing" financing components, the main shareholder Triumph guarantees in a comfort letter to provide the company with sufficient funds to meet its financial obligations from these financing components until March 31, 2026.

The Company intends to repay the corporate bond on July 22, 2026, during the forecast period with scheduled incoming payments of the partial payments to be made and the signing of further project orders in all three segments with major customers and the resulting operating cash flow or transfer it to alternative financing.

The Executive Board is currently in discussions with the lenders regarding the working capital financing, tranches I and II of the super senior loan and their follow-up financing.

Although there are fundamental uncertainties with regard to the realization of the planning, the Executive Board assumes with high probability that the partial payments to be made will be received as scheduled and that further project orders will be signed in all three segments with key customers and that the planning will be realized as a result. In particular, the Executive Board assumes that Triumph will guarantee the abovementioned financial obligations of the Company from the "Bank of Shanghai loan" and "CTIIC financing" financing components and is in a position to do so. Furthermore, the Executive Board expects a positive outcome to the talks with the lender of the working capital financing and the super senior loan. The Executive Board believes that the Company will be fully financed within the forecast period based on current corporate planning.

However, when viewed as a whole, events and circumstances indicate the existence of a material uncertainty which may cast significant doubt on the ability of the Company and the Group to continue as a going concern and which constitutes a going concern risk within the meaning of Section 322 Para. 2 Sent. 3 HGB. The SINGULUS TECHNOLOGIES Group may therefore not be in a position to realize its assets and settle its liabilities in the ordinary course of business.

Technology risk

Risk description:

The SINGULUS TECHNOLOGIES Group operates in competitive markets. If the further or new development of products leads to erroneous trends, this could result in substantial costs.

Impact:

We are currently assessing the risk of faulty or delayed development with a relevance score of 4 (December 31, 2022: 4) and an unchanged medium probability of occurrence.

Measures:

A key aspect of the review of the technology risks is the analysis of market requirements. We reduce the risk of faulty or delayed developments through the cooperation with partners, research institutes and a continuous evaluation process, which continuously reviews the efficiency, opportunities, and general conditions of the development projects. An essential part of this is the monitoring of the planning of the different development projects. For all capitalized development expenses not deemed recoverable, the required write-offs are incurred. The analysis of success probabilities as well as the identification and seizing of these opportunities, which safeguards the competitiveness of the Company and increases it, is therefore an essential aspect of the strategic planning.

Procurement market risks

Risk description:

The availability, unexpected price increases and inadequate quality of procured components pose a risk for SINGULUS TECHNOLOGIES. An additional risk is the buildup of excessive inventories.

Impact:

We rate the inventory risk with respect to the level of inventories currently unchanged to the previous year with a relevance score of 3 (December 31, 2023: 3) und still assess the probability of occurrence as being low (previous year: low). From today's point of view, we overall expect this to sufficiently cover the inventory risks through the recognition of balance sheet write-offs. The risk with respect to availability, quality and price increase of procurement parts is assessed with a relevance score of 4 (December 31, 2023: 4) at the end of the business year, the probability of occurrence is unchanged assessed to be high. In the short- and medium term we anticipate price increases for stainless steel and plastics from current contract negotiations and from the analysis of market expectations. Due to the global supply chain distortions, the average backlog rate, and the number of quality complaints over the course of the year were mainly above the target range.

Measures:

The deliverability as well as the fulfilling of our quality requirements for supplied parts is constantly monitored. A further part of the risk management is performed through inventory management. This area includes regular frequency and reach analyses of goods and procurement parts. To avoid unexpected price increases contracts, either long-term contracts are concluded with suppliers or backup suppliers are established.

Compliance risks

Risk description:

As an internationally operating Company the SINGULUS TECHNOLOGIES Group is exposed to a multitude of legal, tax and regulatory risks in addition to the operating and financial risks. In particular they include risks from the fields of product liability, patent rights and corporate laws. The outcome of legal disputes as well as legal proceedings could inflict substantial harm to the reputation and the business activities of the Company or could at least incur high expenses.

In addition, the disregard of laws, regulatory requirements and referenced guidelines could have serious negative impacts, such as, for example reputation damage or punitive payments, for the Company. This includes, for example, risks in connection with corruption as well as violations of export regulations.

Impact:

Compliance violations could result in legal proceedings. The outcome of legal proceedings is uncertain and can result in material economic consequences. These could possibly not be covered or not to the full extent be covered by insurance and will thus have an impact on our business operations as well as the corresponding financial results.

SINGULUS TECHNOLOGIES AG is currently not aware of any material compliance violations. The impact of compliance violations is rated with a relevance score of 3 (December 31, 2023: 3), the probability of occurrence is still assessed as being low.

Measures:

Legal risks are identified using a systematic approach and attended to with the help of external lawyers.

The SINGULUS TECHNOLOGIES Group has established a group-wide Code of Conduct as well as a whistleblower system to prevent possible violations of laws. This code is intended to provide employees with specific rules of conduct in various situations. An additional measure to prevent compliance violations are individual employee trainings with respect to specific issues of various legal regulations.

The Company has recently received several fines from the Federal Office of Justice in connection with the late publication of the annual financial statements for the fiscal years 2020 and 2022, against which the Company has lodged an appeal with the support of external lawyers. The current review is currently being conducted by the Bonn Regional Court.

Environmental risks

As a globally operating high-tech engineering Company, SINGULUS TECHNOLOGIES has a sales and service network in all relevant regions of the world. Natural disasters, epidemics and other events caused by climate change, such as floods and storms, can have a particularly negative impact on the processing of our customer projects and have a negative impact on the Company's net assets, financial position, and results of operations.

Opportunities Report

SINGULUS TECHNOLOGIES focuses its attention on markets with great growth potential through efficient and resource-saving production processes in thin-film technology and surface treatment.

In the Solar segment, the Company promotes the ongoing development and improvement of its system concepts in order to successfully bring high-performance solar cells such as HJT (heterojunction), TOPCon (Tunnel Oxide Passivated Contact) and tandem cells into industrial mass production. A particular focus here is on the implementation of HJT technology. The expansion and development of production capacities for HJT solar cells is planned in various regions of the world. To meet the growing requirements for the industrial production of high-performance solar cells, turnkey production solutions (turnkey projects) offer a full range of equipment to ensure maximum uptime, high throughput and efficiency.

Another focus of the Solar segment is the integration of perovskite tandem technology into CIGS thin-film technology in cooperation with the key customer China National Building Materials (CNBM) to improve the efficiency and competitiveness of CIGS technology.

In the Life Science segment, vacuum coating systems and complete production lines for surface finishing in particular are expected to contribute to increasing sales in the future, in addition to systems from the wetchemistry area. The market opportunities in the Decorative Coatings segment are further supported by the environmental friendliness and sustainability of the process and the potential cost savings in the production of components. When the economy picks up again, the Company sees opportunities for positive development.

In terms of wet-chemical cleaning systems for medical technology, SINGULUS TECHNOLOGIES is focusing primarily on the growing market for contact lenses. In addition, the Company is examining an expansion of the system base for other applications.

With its existing range of systems for semiconductor technology, the Company is intensifying its involvement in the rapidly growing semiconductor market. In particular, the economic policy tensions between the USA and China may increase the high demand for advanced semiconductors in China. The Company sees good opportunities to sell the TIMARIS platform in various configurations here. The aim is to develop layer systems with leading customers that allow new applications and open their markets for SINGULUS TECHNOLOGIES.

In addition to the traditional areas of application for the existing system platforms, SINGULUS TECHNOLOGIES has been working intensively on coating in the field of electrolysis and bipolar plates for some time. The demand for lithium-ion energy storage systems is increasing rapidly, primarily due to the energy and drive transition in the automotive and transportation sectors. With its PVD and PECVD systems, the Company offers various solutions for new layer systems in battery cells. In the field of hydrogen technology, the Company is working on optimizing the coating of metallic bipolar plates for fuel cells and PEM electrolyzers. PVD systems are already in pilot production, while wet-chemical processes for substrate cleaning are being tested.

Summary of risks and opportunities

The project and the sales market risks for the Solar and Life Science segments as well as the liquidity risk are the material risks within the Group from today's point of view.

In the current financial year, all segments are expected to make approximately equal contributions to the Company's sales and earnings. Nevertheless, the development of the solar market remains an important criterion for the Company's future success. In addition, the Company plans to continuously increase its business activities in the Life Science and Semiconductor segments in the medium term. To reduce dependence on the Chinese solar market, the aim is to diversify into other markets and applications. If the forecast sales in the segments fail to materialize in the coming years, this could have a negative impact on the financial position, net assets, and results of operations of SINGULUS TECHNOLOGIES.

If the risk of the order completion of current and future projects materializes, this could have a material negative impact on the overall business operations of the Company.

The Executive Board expects the partial payments to be received on schedule and the signing of further major orders with a high degree of probability. From the Executive Board's perspective, financing based on the current corporate planning within the planning period is largely probable.

Viewed as a whole, these events and circumstances indicate that there are material uncertainties, which can raise doubts as to the ability of the Company and the Group to continue to operate as a going concern within the meaning of Art. 322 Para. 2 Sent. 3 HGB. Accordingly, the SINGULUS TECHNOLOGIES Group might not be able to realize its assets as well as to cover its liabilities during the regular course of its operations.

Environment and Sustainability

Disclosures not included in the status report (unaudited)

Responsible and sustainable corporate governance will remain a central component of SINGULUS TECHNOLOGIES AG in 2024. The Executive Board and the Supervisory Board will continue to focus on longterm management and supervision of the Company. The principles of corporate governance ensure efficient and targeted cooperation between the Executive Board and Supervisory Board, consideration of the interests of shareholders and employees, responsible risk management and transparent and responsible decisionmaking.

In 2024, SINGULUS TECHNOLOGIES once again actively contributed to the promotion of environmentally friendly energy generation with its solar technology products. The Company continues to consistently pursue the goal of making its products more sustainable, further reducing energy consumption during operation while minimizing environmental impact. In 2024, additional measures were introduced to improve energy efficiency in production processes in order to further reduce the environmental footprint.

For SINGULUS TECHNOLOGIES, sustainability also means reducing waste and promoting recycling. In 2024, innovative solutions were developed to increase the use of recycled materials and further reduce the consumption of resources.

The Company's energy management system was further optimized in 2024:

  • » Energy consumption continues to be systematically analyzed and evaluated.
  • » The consumption flows are seamlessly recorded and monitored.
  • » Energy-saving measures are planned and effectively implemented.
  • » Strategic targets for increasing energy efficiency are updated regularly.
  • » The Executive Board defines clear guidelines for energy management.

An energy management officer monitors and controls the progress of the implementation of these measures. All strategic and operational targets and the measures required to achieve them are documented in a comprehensive energy management handbook.

In 2024, total energy consumption at the Kahl am Main and Puchheim sites amounted to around 4.5 GWh (previous year: approx. 3.5 GWh), which includes both electricity and gas consumption. The use of renewable energies was further intensified in order to increase the share of clean energy in own consumption.

SINGULUS TECHNOLOGIES sees sustainability as an opportunity to position itself for the future with innovative and resource-saving products. The focus remains on the following areas:

  • » Environmental awareness
  • » Conservation of resources
  • » Integration of energy efficiency into the production process
  • » Promotion of recycling initiatives

By consistently implementing these priorities, SINGULUS TECHNOLOGIES underlines its commitment to sustainable and responsible corporate governance in 2024.

Future obligations arising from the ESG requirements

The regulatory requirements in the area of environmental, social and governance (ESG) are constantly evolving and have a direct impact on companies such as SINGULUS TECHNOLOGIES. In particular, the EU Taxonomy Regulation, the Corporate Sustainability Reporting Directive (CSRD) and new reporting obligations on supply chain responsibilities will become increasingly important for our Company in the coming years.

SINGULUS TECHNOLOGIES is adapting to these changes and is preparing to meet these requirements comprehensively and at an early stage. This includes transparent reporting on sustainability-related key figures, the increased integration of ESG criteria into our business strategy and the continuous improvement of our environmental and social standards. Further measures are being developed to achieve our sustainability goals, particularly in the areas of CO₂ reduction, resource efficiency and the circular economy.

By adapting to legal and market ESG requirements at an early stage, SINGULUS TECHNOLOGIES is strengthening its competitiveness and making an active contribution to the sustainable transformation of the industry.

TAKEOVER-RELEVANT DISCLOSURES PURSUANT TO SECTIONS 289A S. 1, 315A S. 1 HGB AND EXPLANATORY REPORT

1. Composition of the subscribed capital

As of December 31, 2024 the nominal capital of the SINGULUS TECHNOLOGIES AG amounted to € 8,896,527.00, divided into 8,896,527 bearer shares with a nominal value of € 1.00 each. The nominal capital has been completely paid. There are not different types of shares; all shares are common shares. All shares entitle to the same rights and duties. Each share has one vote and the same share to profits. The rights and duties from the shares result from the legal regulations. A claim of the shareholders of physical delivery of the shares has been excluded pursuant to Art. 6.4 of the articles of incorporation of the Company. In case of a capital increase the profit sharing of new shares can be determined pursuant to Art. 6.5 of the articles of incorporation of the Company, dissenting from Art. 60 AktG.

2. Restrictions concerning the voting rights or transfer of shares

In principle, there are not restrictions concerning the voting rights or the transferability of the shares of the Company. All shares of the Company are unrestricted to be traded pursuant to the legal regulation governing the bearer unit shares.

3. Direct or indirect ownership of the capital exceeding 10 % of the voting rights

Pursuant to the German Securities Trading Act (WpHG) investors are obligated to report to the Company any direct or indirect voting right thresholds gained through purchases, sales or in different manners pursuant to Art. 33 WpHG to a stock-listed Company.

As of the balance sheet date December 31, 2024, the Company was only informed that the Triumph Science and Technology Group Co., Ltd. ("Triumph") directly or directly held more than 10% of the voting rights of the SINGULUS TECHNOLOGIES AG amounting to 16.75% of the voting rights. The voting rights held by Triumph are attributed to the following notifying parties: People's Republic of China and China National Building Material Group Co., Ltd. ("CNBM"),

4. Shares with special rights granting controlling authority

There are no shares with special rights granting controlling authority.

5. Type of voting right monitoring if employees hold capital of the Company and do not directly exercise the monitoring rights

There are no investments of employees in the capital of the Company where the employees do not directly exercise their monitoring rights.

6. Appointment and dismissal of members of the Executive Board; changes in the articles of incorporation

The appointments and dismissals of members of the Executive Board are performed in adherence to the regulation of Art. 84, 85 AktG. Accordingly, members of the Executive Board are appointed by the Supervisory Board with a maximum term of five years. A repeated appointment or extension of the tenure is only authorized for a maximum of five years. Pursuant to Art. 7.1 of the articles of incorporation of the Company the Executive Board of the Company is comprised of at least two members. Furthermore, the Supervisory Board determines the number of members of the Executive Board. Pursuant to Art. 84 AktG and Art. 7.1 of the articles of incorporation of the Company, the Supervisory Board can appoint a Chairperson of the Executive Board as well as a Deputy Chairperson of the Executive Board. Pursuant to Art. 7.1. of the articles of incorporation, deputy members of the Executive Board can be appointed.

Pursuant to Art. 179 Para. 1 Sent. 1 AktG, the amendment of the articles of incorporation of the Company is effected by resolution of the Annual General Meeting. Pursuant to Art. 179 Para. 2 AktG, resolutions of the Annual General Meeting regarding changes of the bylaws require the capital majority representing at least three fourths of the nominal capital present at the resolution, if the articles of incorporation do no set out a different majority vote. Pursuant to Art. 15.2 of the articles of incorporation of the Company, in cases where the legal regulations require a majority of the nominal capital present during the time of the resolution and the law does not explicitly require a qualified majority, the simple majority of the nominal capital present is sufficient. Pursuant to Art. 5.2. and Art. 17.1, the Supervisory Board is authorized to resolve changes of the bylaws only affecting amendments. This also holds true for the amendment of the bylaws due to a change in the nominal capital.

7. Authorization of the Executive Board to issue and buy-back shares

7.1. Authorized capital

By resolution of the Annual General Meeting on July 19, 2023, the Management Board was authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions until July 18, 2028 by up to a total of € 4,448,263.00 against cash and/or non-cash contributions by issuing up to 4,448,263 new bearer shares with a nominal value of € 1.00 each (Authorized Capital 2023/I). In principle, shareholders are to be granted subscription rights. At the same time, the existing capital 2018/I was canceled.

The new shares can also be acquired by one or several financial institutions with the obligation to offer these shares to shareholders (indirect subscription right). However, the Executive Board is authorized, with the approval of the Supervisory Board, to completely or partially exclude shareholders' subscription rights in the following cases: (1) to the extent necessary to offset fractional amounts; (2) to the extent necessary to grant holders or creditors of option rights or convertible bonds or profit participation rights that have been or will be issued by SINGULUS TECHNOLOGIES AG or its subordinated consolidated companies, a conversion or subscription right for new shares to the extent, such as it would be due to them after exercising the option or conversion rights or after exercising stock delivery rights or after fulfilling conversion or option obligations; (3) for capital increases against contributions in kind, in particular for the acquisition of companies, parts of companies or investments in companies: (4) if the new shares are issued against cash contributions at an issue price that is not significantly lower than the stock exchange price of shares in the Company within the meaning of Art. 186 Para. 3 Sent. 4 AktG and the proportionate amount of the shares issued according to Art. 186 Para. 3 Sent. 4 AktG with exclusion of subscription rights in the Company's share capital of the Company's share capital does not exceed ten out of a hundred (10%) of the share capital at the time this authorization is entered in the Commercial Register or - if this amount is lower - at the time the authorization is exercised; (5) as far as it is necessary to avoid the obligation to publish a prospectus, that results from the issue of new shares against cash contributions, provided (i) the new shares are issued at an issue price that is not materially lower than the share price of the Company within the meaning of Art. 186 Para. 3 Sent. 4 AktG, (ii) the proceeds from these new shares issued are used to redeem financial liabilities, e.g. the bond of SINGULUS TECHNOLOGIES Aktiengesellschaft with WKN A2AA5H (ISIN: DE000A2AA5H5), and (iii) the pro rata amount of the new shares in the Company's share capital issued with the exclusion of subscription rights does not exceed twenty out of a hundred (20%) of the share capital at the time this authorization is entered in the commercial register or - if this amount is lower - at the time when the authorization is exercised. (6) The two aforementioned limitations of 10% and 20%, respectively, includes the shares, which have been issued by the Company during the term of the authorization under exclusion of the subscription rights pursuant or corresponding to Art. 186 Para. 3 Sent. 4 AktG in the course of a cash capital increase or which have been sold after a buyback. Shares are also to offset against the 10% or 20% limit, with respect to those based on option or convertible bonds or profit participation rights, which during the term of this authorization under the exclusion of subscription rights pursuant to Art. 221 Para. 4 Sent. 2 I conjunction with Art. 186 Para. 3 Sent. 4 AktG have been issued by the Company or its subordinated consolidated companies, there is an option or conversion right, a conversions of option obligation or a stock delivery right in favor of the Company.

Moreover, the Executive Board upon approval of the Supervisory Board was authorized to determine the details of the implementation of capital increases from Authorized Capital 2023/I.

7.2. Conditional capital

The nominal capital of the Company is conditionally increased by up to € 4,448,263.00 by issuing up to 4,448,263 bearer shares with a nominal value of € 1.00 each (Conditional Capital 2024/I). The conditional capital increase will only be implemented to the extent that the holders of option or conversion rights or those obligated to exercise conversion or option rights from option or convertible bonds issued by SINGULUS TECHNOLOGIES AG or a group company of SINGULUS TECHNOLOGIES AG within the meaning of Art. 18 AktG in which SINGULUS TECHNOLOGIES AG directly or indirectly holds at least 90 % of the shares, based on the resolution passed by the Annual General Meeting on July 25, 2024 under agenda item "Conditional Capital 2024/I", are entitled to exercise their option or conversion rights. In the case of shares issued or guaranteed by SINGULUS TECHNOLOGIES AG on the basis of the authorization resolved by the Annual General Meeting on July 25, 2024 under agenda item 5, to exercise their option or conversion rights or, insofar as they are obliged to convert or exercise options, to fulfill their obligation to convert or exercise options or insofar as SINGULUS TECHNOLOGIES AG exercises an option to grant ordinary shares of SINGULUS TECHNOLOGIES AG in whole or in part instead of payment of the cash amount due. The conditional capital increase will not be implemented if a cash settlement is granted or treasury shares or shares from authorized capital or another listed company are used for servicing.

The Executive Board was also authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increases from Conditional Capital 2024/I.

7.3. Share buyback authorization

There are not authorizations for the Executive Board to buy back shares of the Company.

8. Material agreements of the Company subject to a change-in-control due to a takeover offer and resulting effects

Pursuant to the terms and conditions of the corporate bond issued by the SINGULUS TECHNOLOGIES AG in July 2016 with a total nominal value of € 12,000,000.00, in the case of a change in control, bondholders are entitled to terminate their bonds and request the immediate repayment or, subject to the Company's discretion, to request the purchase by the Company or a third party at a price of € 105.00 per bond in addition to accrued interest.

The bondholders have to exercise the put option within a period of time ("put exercise period") of 30 days after the notification about the change in control was published. However, an exercise of the put only becomes effective, if, within the put exercise period, the Company receives put exercise declarations from bondholders with an overall amount of at least 25 % of the total nominal capital of at that time still outstanding bonds. A change in control is present if the following event take place: (i) the Company is notified that a party or cooperating parties in the meaning of Art. 2 Para 5 German Securities Acquisition and Takeover Act (WpÜG) is or are the legal or economic owner(s) (directly or indirectly) of more than 30 % of the voting rights of the Company; or (ii) the merger of the Company with a party or to a third party or the merger of a third party with or to the Company, excluding in connection with legal actions, as a consequence the owner of 100% of the voting rights of the Company hold at least the majority of the voting rights of the surviving entity directly after such a merger.

FINANCIAL ACCOUNTS PURSUANT TO HGB

The consumption of more than half of the nominal capital pursuant to HGB was incurred in the business year 2017 and was reported on September 21, 2017. The extraordinary shareholders' meeting was convened on November 29, 2017. In the course of the extraordinary general meeting on October 29, 2021, and well as during the ordinary general meeting on July 25, 2024, pursuant to Art. 92 Para. 1 AktG the Executive Board again reported on the loss of the nominal capital pursuant to HGB of the parent Company. The background to the depletion of shareholders' equity was presented, which was mainly due to the timing of revenue recognition pursuant to HGB and IFRS and the operating losses resulting from the underutilization of the organization in recent years. As of December 31, 2024, the losses not covered by shareholders' equity amounted to € -128.5 million (previous year: € -115.5 million).

The development of equity under commercial law depends in particular on the remaining acceptance of installations from the large-scale projects in the Solar segment. In addition, the scheduled development of further future large-volume projects over the coming years is necessary in the long term. The delays in the commissioning of the CIGS factories of the customer CNBM and the postponement of other significant projects in recent financial years have contributed significantly to the fact that equity has not yet recovered. However, the Executive Board expects a return to positive equity in the long term. In addition, the Executive Board is currently examining further measures to strengthen equity.

For the risks and measures with regards to the continuation of the Company, please refer to the information in the Risk Report.

2024 2023
Sales 39.1 76.2
Total output 54.6 59.3
Cost of goods sold -36.6 -33.0
Personnel expenses -25.1 -24.4
Balance of operating income and expenses -2.3 15.5
Net income/loss -12.9 0.1
Fixed assets 11.2 12.0
Current assets
(excluding bank deposits)
4.8 6.2
Bank deposit
thereof restricted
7.2
1.1
10.9
3.2
Loss exceeding shareholders' equity -128.5 -115.5
Provisions 21.6 29.0
Bonds 12.6 12.6
Other liabilities 117.8 103.4

In the following, the effects with a material impact on the assets, liabilities, financial situation, and the earnings in the previous business year are discussed.

Overall, the Company generated sales of € 39.1 million in the reporting year (previous year: € 76.2 million). The main reasons for the decline were lower sales in the Life Science segment amounting to € 12.1 million (previous year: € 42.2 million) and in the Semiconductor segment amounting to € 2.1 million (previous year: € 12.7 million), while sales in the Solar segment were slightly above the previous year's level at € 24.2 million (€ 21.0 million).

By contrast, total operating output (sales revenue plus changes in inventories and own work capitalized) of € 54.6 million fell slightly due to increases in inventories (previous year: € 59.3 million).

At € 9.4 million, the other operating income was significantly below the previous year's level (previous year: € 28.2 million) and includes, in particular, income from the reversal of provisions amounting to € 7.9 million, which mainly relates to the reversal of the overstated warranty provision in the previous year. The previous year's figure included prior-period income of € 24.1 million resulting from the derecognition of advance payments received due to the insolvency of a customer.

The cost of materials increased disproportionately to the decline in total operating performance from € 33.0 million to € 36.6 million. This is also reflected by the cost of materials ratio (cost of materials / total operating performance), which at 67.0% is significantly higher than in the previous year (previous year: 55.6%). This development is due to shifts in the product mix.

At € 25.1 million, personnel expenses were slightly higher than in the previous year (€ 24.4 million) due to the development in the number of employees, taking into account inflation compensation bonuses and salary increases. In the past financial year, SINGULUS TECHNOLGIES AG employed an annual average of 284 permanent employees (previous year: 280 employees).

At € 11.7 million, other operating expenses were on a par with the previous year (€ 12.7 million) and largely comprised legal, consulting and annual financial statement costs (€ 2.6 million, previous year: € 3.2 million), transport and packaging costs (€ 1.0 million, previous year: € 1.8 million), occupancy and building costs (€ 1.6 million, previous year: € 1.3 million), travel expenses (€ 1.6 million, previous year: € 1.3 million) and other expenses. million), transport and packaging costs (€ 1.0 million, previous year: € 1.8 million), occupancy and building costs (€ 1.6 million, previous year: € 1.3 million), travel expenses (€ 1.0 million, previous year: € 0.9 million) and maintenance costs (€ 0.6 million, previous year: € 0.6 million).

The income from investments recognized in the financial year in the amount of € 1.0 million (previous year: € 1.9 million) relates to income from dividends from the subsidiary SINGULUS TECHNOLOGIES ASIA Pacific Ltd, Singapore.

Net interest income was negative at € 2.7 million (previous year: € -2.7 million). At € 2.7 million, interest and similar expenses were slightly below the previous year's level (previous year: € -2.8 million). Specifically, interest expenses from affiliated companies (€ 0.7 million, previous year: € 0.8 million), from bonds issued (€ 0.8 million, previous year: € 0.8 million) and from the working capital credit line and the super senior loan amounted to € 0.8 million (previous year: € 0.5 million).

The result was a net loss for the year of € 12.9 million (previous year: net profit of € 0.1 million)

At € 152.0 million as at December 31, 2024, the Company's balance sheet total was slightly above the previous year's level (previous year: € 145.1 million).

Fixed assets account for 7.4% of total assets and amounted to € 11.2 million as at the balance sheet date (previous year: € 12.0 million). Property, plant, and equipment amounted to € 3.6 million (previous year: € 4.6 million).

Advance payments received in the amount of € 203.1 million (previous year: € 164.6 million) exceeded inventories (€ 124.4 million, previous year: € 111.9 million) at the end of the reporting year and mainly resulted from orders in the Solar and Life Science segments. The excess amount is recognized as a liability under liabilities (€ 78.7 million, previous year: € 52.7 million).

Trade receivables, which all have a remaining term of up to one year, amounted to € 2.2 million as at the balance sheet date and were slightly higher than in the previous year (€ 1.8 million).

Cash and cash equivalents amounted to € 7.2 million as at December 31, 2024 (previous year: € 10.9 million). Of this amount, a total of € 1.1 million has been deposited in blocked accounts as collateral (previous year: € 3.2 million). Available cash and cash equivalents therefore amounted to € 6.1 million at the end of the reporting year (previous year: € 7.7 million).

Equity decreased by € 12.7 million in the reporting year. As a result, SINGULUS TECHNOLOGIES AG reported a deficit not covered by equity of € -128.5 million at the end of the reporting year (previous year: € - 115.5 million). With regard to the Company's expectations for the further development of equity in accordance with HGB, please refer to the comments at the beginning of this section.

As at December 31, 2024, debts amounted to € 152.0 million (previous year: € 145.1 million).

Provisions are below the previous year's level and amounted to € 21.6 million as at the reporting date (previous year: € 29.0 million). Other provisions totaled € 6.6 million as at December 31, 2024 (previous year: € 13.6 million). This mainly includes provisions for warranties (€ 3.1 million, previous year: € 7.5 million), provisions for personnel costs (€ 2.9 million, previous year: € 3.1 million), provisions for potential fines (€ 1.0 million, previous year: € 1.0 million) and provisions for outstanding invoices (€ 0.7 million, previous year: € 0.8 million). The provisions for warranties were corrected in the 2024 financial year due to an overstatement in the previous year.

At € 130.4 million as of December 31, 2024, liabilities were above the previous year's level (€ 116.0 million). This includes advance payments received. These were offset against inventories. The excess amount is recognized as a liability under liabilities (€ 78.7 million, previous year: € 52.7 million). The bond liability remains unchanged at € 12.6 million. In contrast, other liabilities in particular decreased from € 24.8 million to € 13.6 million. One reason for this is the repayment of liabilities from the CNBM financing in the amount of € 20.0 million, which led to a reduction in other liabilities. On the other hand, the drawing of the second tranche of the super senior loan in the amount of € 2.0 million, the granting of working capital financing in the amount of € 2.0 million by one of the partners of the super senior loan and the granting of a loan by Triumph International Investment Company Limited, Hong Kong/China, (CTIIC), a sister Company of the main shareholder Triumph, in the amount of € 6.0 million increased other liabilities

Forecast for the SINGULUS TECHNOLOGIES AG pursuant to HGB for the business years 2025 and 2026

For the 2025 financial year, the Company forecasts an increase in sales compared to the previous year due to the delays described in the section "Deviation from forecast for the 2024 financial year". Due to these delays, the planned acceptance date of various major projects that have already been contracted falls in the 2025 financial year and, in view of the principles of commercial law, only then leads to a corresponding realization of sales.

Overall, we expect sales for SINGULUS TECHNOLOGIES AG according to HGB to be within the range of € 185.0 million to € 200.0 million for the 2025 financial year due to pending final acceptances. Of this, around € 83.0 million is scheduled for projects with the Chinese customer CNBM in the Solar segment. Earnings before taxes are expected to be in the low double-digit million range. For 2026, we anticipate a further increase in sales compared to the 2025 financial year. As in the previous year, earnings before taxes are expected to be in the low double-digit million range.

CORPORATE GOVERNANCE DECLARATION PURSUANT TO ART. 289F AND ART. 315D HGB

The corporate governance declaration pursuant to Art. 289f and Art. 315d HGB as well as the diversity concept with respect to the composition of the management and supervisory boards of the Company is included in the corporate governance report and available on the Company's website under https://www.singulus.com/corporate-governance/.

Kahl am Main, March 21, 2025

SINGULUS TECHNOLOGIES AG

The Executive Board

Dipl.-Oec. Markus Ehret Dipl.-Ing. (BA) Lars Lieberwirth

DECLARATION OF THE EXECUTIVE BOARD PURSUANT TO ART. 297 PARA. 2 S. 4, ART. 315 PARA. 1 S. 5 HGB

We assert to our best knowledge and belief that pursuant to the applied principles of correct consolidated reporting the consolidated financial accounts pursuant to IFRS reflect the true situation of the asset, financial and earnings situation of the SINGULUS TECHNOLOGIES Group, that the combined status report of the SINGULUS TECHNOLOGIES AG as well as of the SINGULUS TECHNOLOGIES Group depicts the course of business including the business events and the situation of the SINGULUS TECHNOLOGIES Group in a way reflecting the true situation and that the material opportunities and risks of the foreseeable development of the Group have been described.

Kahl am Main, March 17, 2025

SINGULUS TECHNOLOGIES AG The Executive Board

Dipl.-Oec. Markus Ehret Dipl.-Ing. (BA) Lars Lieberwirth

PACKAGING

Sustainable Solutions for Coating of 3D Parts

The latest generation of inline coating systems enables the fully automated processing of three-dimensional components. Whether in the automotive industry, for consumer goods, mobile devices or packaging for cosmetics and beverages - the innovative coating technologies from SINGULUS TECHNOLOGIES set new standards in surface finishing and offer versatile, environmentally friendly application possibilities.

DECLARATION ON CORPORATE GOVERNANCE PURSUANT TO §§ 289F AND 315D HGB INCLUDING CORPORATE GOVERNANCE REPORT OF SINGULUS TECHNOLOGIES AG

SINGULUS TECHNOLOGIES AG places a high value on proper and responsible corporate governance in accordance with the principles of good corporate governance. The Executive Board and Supervisory Board understand this to mean responsible management and control of the company geared towards long-term success, taking appropriate account of ecological and social goals alongside long-term economic objectives. The purpose of corporate governance is to ensure targeted and efficient cooperation between the Management Board and the Supervisory Board, the safeguarding of shareholders' and employees' interests, the appropriate handling of risks, transparency of opportunities and responsible entrepreneurial decision-making. The Management Board and Supervisory Board understand corporate governance to be a process integrated into the company's development, which is continuously being developed.

The corporate governance statement for the business year 2024 is made in accordance with Sections 289f and 315d HGB and forms part of the management report. The declaration relates to the date of publication of the management report. In accordance with Section 317 (2) Sentence 6 HGB, the audit of the disclosures pursuant to Section 289f (2) and (5) HGB and Section 315d HGB by the auditor must be limited to whether the disclosures have been made. According to principles 22 and 23 of the German Corporate Governance Code in the version dated April 28, 2022 (the "GCGC 2022"), the corporate governance statement pursuant to Sections 289f and 315d of the German Commercial Code (HGB) as part of the group management report is the central instrument for informing shareholders about the company's corporate governance.

1. Declaration of Conformity with the German Corporate Governance Code for the 2024 business year of SINGULUS TECHNOLOGIES AG in accordance with Section 161 of the German Stock Corporation Act (AktG)

Since the last declaration of conformity was issued in February 2024, SINGULUS TECHNOLOGIES AG has complied with all recommendations of the German Corporate Governance Code in the version dated April 28, 2022, with the exceptions listed below, and will comply with all recommendations and principles of the GCGC 2022 in the future.

The Executive Board and Supervisory Board of SINGULUS TECHNOLOGIES AG have adopted the following declaration pursuant to Art. 161 Para. 1 AktG, which was published on the company's website on March 3, 2025, at https://www.singulus.com/ corporate governance/.

  • 1) The last declaration of conformity was issued in February 2024. Since that date, SINGULUS TECHNOLOGIES AG (the "Company") has complied with the recommendations of the Government Commission on the German Corporate Governance Code as amended on April 28, 2022 ("GCGC 2022").
    • a) According to recommendation F.2, the consolidated financial statements and the Group management report should be publicly accessible within 90 days of the end of the business year. The consolidated financial statements and Group management report for the 2023 business year and the separate financial statements were published on the company's website on April 8, 2024.
    • b) In accordance with the recommendation D. 2 GCGC, the Supervisory Board should form committees with specialist expertise depending on specific circumstances and the number of its members. The Supervisory Board has four members. The Supervisory Board has formed an Audit Committee with three members. Contrary to recommendation D.5, the Supervisory Board has not formed a nomination committee. The Supervisory Board is of the opinion that

there is no need for further committees apart from the Audit Committee, which is mandatory by law, because all tasks can be properly performed by the full Supervisory Board given their size.

2) With the exception of the deviation explained in section 1 b, SINGULUS TECHNOLOGIES AG will comply with the recommendations of the GCGC in the future.

Kahl am Main, February 2025

  • Dr.-Ing. Wolfhard Leichnitz (Chairman of the Supervisory Board)
  • Dr. Changfeng Tu (Deputy Chairman of the Supervisory Board)

Denan Chu (Member of the Supervisory Board)

  • Dr. Jutta Menninger (Member of the Supervisory Board)
  • Markus Ehret (Member of the Management Board)

Lars Lieberwirth (Member of the Management Board)

2. Relevant disclosures on corporate governance practices

2.1 Management structure

As a German stock corporation, SINGULUS TECHNOLOGIES AG is subject to German stock corporation law and therefore has a two-tier management and control structure consisting of an Executive Board and a Supervisory Board. The Executive Board manages the business and is responsible for corporate strategy, accounting, finance, and planning. It is advised and monitored by the Supervisory Board.

The Supervisory Board discusses business development and planning, corporate strategy, and its implementation on the basis of the Management Board's reports. Significant Management Board decisions such as major acquisitions and financing measures are subject to the approval of the Supervisory Board in accordance with the Management Board's rules of procedure. It issued the audit mandate to the auditor elected by the Annual General Meeting and receives a report on the audit. Following its own review, the Supervisory Board approves the annual financial statements and the consolidated financial statements.

The Executive Board currently consists of two members and the Supervisory Board of four members. SINGULUS TECHNOLOGIES AG is not subject to the German Codetermination Act.

2.2 Risk Management

SINGULUS TECHNOLOGIES AG considers efficient and forward-looking risk management to be an important and value-creating task. Risk management is one of the core functions of entrepreneurial activity and is a decisive element for the success of our business activities.

Specifically, risk management supports the achievement of corporate objectives by creating transparency regarding the company's risk situation, thus providing a basis for risk-aware decisionmaking. This makes it possible to identify potential threats to the company's assets, finances, and earnings and to take the necessary action.

Risk management is integrated into the existing organization of SINGULUS TECHNOLOGIES AG. It does not form an independent structure. The risk manager is the Director Finance and Accounting. The risk management organization of SINGULUS TECHNOLOGIES AG is headed by the respective department heads, who are supported by the risk manager and the Chief Financial Officer. The Chief Financial Officer coordinates with the other members of the Executive Board on all activities related to risk management at SINGULUS TECHNOLOGIES AG.

The Management Board and the risk manager report to the Supervisory Board at least once a business year on the status of risk management and planned improvements. The Supervisory Board was informed about risk management at the meeting on December 11, 2024.

2.3 Code of Ethics

Integrity characterizes SINGULUS TECHNOLOGIES AG's dealings with its business partners, employees, shareholders, and the public. Respectful, loyal, and fair dealings with each other and with our business partners are essential for SINGULUS TECHNOLOGIES AG. This fundamental statement is the basis for the self-imposed Code of Ethics of SINGULUS TECHNOLOGIES AG, which can be viewed at https://www.singulus.com/corporate-governance/. It contains binding internal rules based on high ethical and legal standards. The Code of Ethics was adopted by the Executive Board and Supervisory Board in spring 2015, has since been updated in several stages and implemented throughout the Group. The contents of the Code of Ethics are communicated to various employee groups at regular intervals as part of training programs, some of which are electronic.

The Code of Ethics is flanked by a Code of Conduct, which includes rules for the giving and receiving of gifts, and a Code of Conduct for Whistleblowers, which provides details on reporting misconduct and illegal, immoral, or inappropriate activities within the SINGULUS TECHNOLOGIES Group.

2.4 Compliance Management

For the Executive Board and Supervisory Board of SINGULUS TECHNOLOGIES AG, comprehensive compliance is an indispensable prerequisite for sustainable economic success. As part of risk management, compliance risk issues are analyzed and managed. In this context, regular training and annual reporting to the Supervisory Board took place. In the event of exceptional circumstances, reports are submitted directly to the Chief Financial Officer.

In the event of actual or suspected compliance violations, employees can contact their supervisor, the compliance officer or the SINGULUS TECHNOLOGIES ombudsperson, if desired anonymously. There were no incidents in the business year 2024.

3. Composition and working methods of the Management Board and Supervisory Board

3.1 Close cooperation between the Management Board and Supervisory Board

The Management Board and Supervisory Board work closely together for the benefit of the company. The Management Board reports to the Supervisory Board regularly, promptly, and comprehensively on the relevant issues of corporate planning and strategic development as well as on the course of business and the situation of the Group.

In business year 2024, the Supervisory Board again dealt intensively with the business performance of SINGULUS TECHNOLOGIES AG due to the difficult financial situation. A total of eleven Supervisory Board meetings were held, most of them in the presence of the Executive Board. In addition, the Chairman of the Supervisory Board was in regular contact with the Executive Board in order to stay informed about new developments, discuss current challenges and keep the Supervisory Board appropriately informed.

The basis for the information and monitoring activities of the Supervisory Board is an ongoing reporting system. Further written and oral reports from the Management Board, other employees and the auditor supplement the reporting. On important issues, the Supervisory Board also consults external advisors, who supplement the reporting by the Management Board. The Chairman of the Supervisory Board also regularly discusses the company's situation and its further development with the Board of Management in one-on-one meetings and then reports to the other members of the Supervisory Board. The business and liquidity situation are discussed internally within the Supervisory Board and at each Supervisory Board meeting, sometimes together with the Board of Management. The Board of Management's rules of procedure require significant business transactions to be approved by the Supervisory Board.

3.2 Composition and working methods of the Executive Board

In the 2024 business year, the Executive Board of SINGULUS TECHNOLOGIES AG consisted of two members for most of the time. The members of the Executive Board in the business year were Dr. Stefan Rinck and Mr. Markus Ehret. On October 30, 2023, Dr. Rinck's appointment was extended until December 31, 2024, and Mr. Ehret's until December 31, 2028. After his appointment and service contract expired, Dr. Stefan Rinck resigned from the Executive Board on December 31, 2024. The Supervisory Board of SINGULUS TECHNOLOGIES AG appointed Mr. Lars Lieberwirth as a member of the Executive Board of SINGULUS TECHNOLOGIES AG with effect from December 1, 2024. Mr. Lieberwirth was appointed as a full member of the Executive Board of SINGULUS TECHNOLOGIES AG for a period of three years with effect from December 1, 2024.

The Management Board is the company's management body. In managing the company, the Management Board is bound solely by the interests of the company and is guided by the goal of sustainably increasing the value of the company as well as the interests of shareholders and employees. In addition to long-term economic goals, it also takes appropriate account of ecological and social goals.

In business year 2024, Dr. Stefan Rinck, as Chairman of the Executive Board, was responsible for Sales, Technology, Research and Development, Strategy, and International Business, as well as for the areas of Production, Semiconductors, and the establishment of the Chinese production site. In 2024, Mr. Markus Ehret was responsible for Finance, Controlling, Investor Relations, Human Resources, ESG and IT, as well as for Purchasing. Mr. Lars Lieberwirth was responsible for the areas of operations, production, and service in 2024. The Supervisory Board decided that the management of SINGULUS TECHNOLOGIES AG will be conducted equally by both members of the Executive Board from January 1, 2025. Corresponding bylaws for the Executive Board were prepared and issued.

3.3 Composition, development and working methods of the Supervisory Board

The Supervisory Board of SINGULUS TECHNOLOGIES AG initially consisted of three members in the business year 2024 and was expanded to four members in the course of the business year 2024. The Supervisory Board is not co-determined.

In the 2024 business year, the Supervisory Board comprised Dr. Wolfhard Leichnitz, Dr. Changfeng Tu, Ms. Martina Rabe from January 17, 2024, to June 18, 2024, Mr. Denan Chu from January 24, 2024, and Dr. Jutta Menninger from July 25, 2024.

At the proposal of the Supervisory Board, Mr. Chu was elected to the Supervisory Board by the Annual General Meeting on December 14, 2023. The election became legally effective with the entry of the amendment to the Articles of Association to expand the Supervisory Board on January 24, 2024. Mr. Chu holds the positions of Board Secretary, General Counsel and Chief Compliance Officer at Triumph. He is also a board member and general manager at China National United Equipment Group Corporation, a subsidiary of CNBM. At its meeting on February 2, 2024, the Supervisory Board decided that the minutes will continue to be kept in German. However, passages during the Supervisory Board meetings will also be held in English. It was further determined that Mr. Chu will leave the meeting for certain topics concerning CNBM in order to avoid conflicts of interest.

At the beginning of the 2024 business year, Dr. Silke Landwehrmann resigned from her position as a member of the Supervisory Board for personal reasons with effect from January 17, 2024. With effect from January 17, 2024, the Local Court of Aschaffenburg appointed Ms. Martina Rabe as a member of the Supervisory Board until the next Annual General Meeting. In a letter dated May 21, 2024, Ms. Rabe resigned from her position for personal reasons as of June 18, 2024. This seat remained vacant until the Annual General Meeting in 2024. At the Annual General Meeting on July 25, 2024, Dr. Jutta Menninger was elected to the Supervisory Board. Dr. Menninger is currently managing director and shareholder of DJM Steuerberatungsgesellschaft mbH. Dr. Menninger's particular suitability results from her many years of experience in management positions, including as head of the tax department of the Brose Group, managing director and managing partner of WTS, as well as from her current role at DJM Steuerberatungsgesellschaft mbH. Her sound education as a graduate in business administration with a subsequent doctorate, and as a tax consultant and auditor, as well as her experience as a long-standing partner at PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft, underline her qualifications as a financial expert within the meaning of Section 100 (5) of the German Stock Corporation Act (AktG). Dr. Menninger is not a member of any other supervisory boards or comparable domestic or foreign supervisory bodies of commercial enterprises.

In the Supervisory Board's rules of procedure, which can be viewed on the company's website at www.singulus.de/ investor-relations/corporate-governance, the Supervisory Board has named in

Section 2.3 the expertise and experience that the Supervisory Board should cover in addition to knowledge of the business areas, the competitive situation and the company's customers.

In the business year 2024, the members of the Supervisory Board covered the following areas:

Sales Structures /
Business Areas
Technology
International Business
Experience
Capital Market / M&A
Finance /
1
Risk Management
Compliance
Sustainability Issues
Competence in
Members of the Supervisory Board for the Fiscal Year 2024
Dr .- Ing. Wolfhard Leichnitz (Chairman) ++ ++ ++ + +
Dr. Changfeng Tu (Deputy Chairman) 0 ++ ++ ++ 0
Denan Chu (as of 24.01.2024) ++ ++ 0 ++ +
Dr. Jutta Menninger (as of 25.07.2024) + ++ ++ ++ +
Martina Rabe (17.01 .- 18.06.2024) 0 0 ++ ++ +
Dr. Silke Landwehrmann (until 17.01.2024) 0 ++ ++ ++ +

At its meeting on February 2, 2024, the Supervisory Board resolved to set up an Audit Committee. This regulation is primarily intended to ensure transparency and control over accounting and the audit of the financial statements.

In February 2024, the Supervisory Board determined that Dr. Leichnitz and Dr. Tu and Ms. Rabe would perform this task. The Audit Committee has elected Dr. Tu as its chairman. After Ms. Rabe left, Dr. Menninger took over Ms. Rabe's responsibilities on the Audit Committee. The Audit Committee has prepared the corresponding minutes of its meetings and submitted them to the Supervisory Board. The content and issues of the audit were discussed in collaboration with BakerTilly Wirtschaftsprüfungsgesellschaft GmbH & Co KG (BakerTilly), Düsseldorf. The Chairman of the Audit Committee presented the current status of the audit of the annual financial statements to the Supervisory Board and pointed out the most important details.

The Supervisory Board follows the recommendations of the GCGC 2022 and regularly assesses how effectively the Supervisory Board fulfills its duties. In December 2023, the Supervisory Board conducted a self-assessment of the efficiency of its work and identified improvements that were implemented in the 2024 business year.

A detailed report on the work of the Supervisory Board in the 2024 business year can be found in the Supervisory Board Report of the 2024 Annual Report. There were no consulting or other service or work contracts between members of the Supervisory Board and the company in the past business year. Dr. Leichnitz has been a member of the Supervisory Board for more than 12 years and is

therefore no longer considered independent of the company in accordance with Section 12.7 of the Code. The other members of the Supervisory Board are independent within the meaning of the Code.

Pursuant to the Supervisory Board's bylaws, Supervisory Board members are required to disclose to the Chairman of the Supervisory Board without delay any potential conflicts of interest that may arise, for example, from an advisory or governing body function at business customers, guarantors, lenders, or other business partners of SINGULUS TECHNOLOGIES AG. In the opinion of the Supervisory Board, conflicts of interest may arise in individual cases due to the fact that Supervisory Board member Mr. Chu is affiliated with the most important customer and largest shareholder, Triumph Science & Technology Group Ltd., Beijing. The Supervisory Board recognizes that it may therefore be necessary for Mr. Chu to abstain from participating in the Supervisory Board's discussions of resolutions on certain topics in meetings. Mr. Chu has expressed his understanding of this.

4. Targets for the proportion of women on the Management Board and in the two management levels below the Management Board

As a listed stock corporation not subject to co-determination, SINGULUS TECHNOLOGIES AG is obliged to set targets for the proportion of women in the company and to publish these in the management report for the business year. Pursuant to Art. 111 Para. 5 AktG, the targets for the Supervisory and Executive Boards are to be resolved by the Supervisory Board and the targets for the two management levels below the Executive Board are to be resolved by the Executive Board pursuant to Art. 76 Para. 4 AktG. The Supervisory and Executive Boards must set deadlines for determining the targets, which may not exceed five years in each case.

Until the Annual General Meeting on December 14, 2023, the Supervisory Board consisted of three members, one of whom was a woman, corresponding to a quota of 33%. The Annual General Meeting decided to expand the Supervisory Board to four members. At the same time, Mr. Chu was elected to the Supervisory Board as an additional male member. In view of this change, the Supervisory Board decided at its meeting on December 13, 2023, to set a target of 25% for the proportion of women. The Supervisory Board should continue to include one woman even after its expansion. In a letter dated January 5, 2024, Dr. Landwehrmann resigned from her position. By court order dated January 17, 2024, Ms. Rabe was appointed as a member of the Supervisory Board until the end of the next Annual General Meeting. After Ms. Rabe resigned from office on June 18, 2024, Dr. Menninger was elected as her successor by the Annual General Meeting on July 25, 2024. On January 24, 2024, Mr. Chu's election to the Supervisory Board took effect. The target of 25% female representation is therefore currently being met.

At its meeting on December 13, 2023, the Supervisory Board set the target for the Management Board at 0%. At the time the Supervisory Board set the target, the Management Board of SINGULUS TECHNOLOGIES AG had two members. At neither point in time was there a woman on the Management Board. The Supervisory Board does not currently intend to expand the Management Board. The market for senior management is highly competitive. There are only very few experienced female executives in the mechanical engineering industry. Therefore, the Supervisory Board does not want to be limited by a women's quota when selecting a suitable candidate.

On June 30, 2022, the Executive Board set the target for the proportion of women at the first management level below the Executive Board at 33% and at the second management level below the Executive Board at 17% by June 30, 2026. Both targets were achieved in the reporting year.

5. Diversity concept with regard to the composition of the Management Board and Supervisory Board and skills profile

The Supervisory Board has incorporated the diversity concept and the competency profile for its composition with regard to aspects such as age, gender, educational or professional background in its rules of procedure. The age limit for membership of the Supervisory Board is 72. Accordingly, the Supervisory Board shall not propose any people for election to the Supervisory Board for a longer term of office than until they reach the age of 72. Candidates proposed to the Annual General Meeting for election to the Supervisory Board should have the following expertise and experience (not all criteria need to be met): (i) knowledge of the core business areas, in particular the competitive situation and the needs of customers, (ii) technical expertise with regard to the technological challenges associated with the development of new machines, (iii) experience with complex development projects, (iv) international business experience, including outside Europe, (v) experience with national and international sales structures, (vi) expertise in the area of capital markets and investor relations, and (vii) expertise in the area of mergers and acquisitions. At least one member of the Supervisory Board must have particular knowledge in the areas of accounting and auditing. The members must be familiar, in their entirety, with the sector in which the company is active. The members should possess the following qualities: personality, integrity, professionalism, commitment, and independence. Nationality should play no role in the selection of a candidate. In addition, more than half of the Supervisory Board members should be independent of the company and the management board. The Supervisory Board shall set a target for the proportion of women on the Supervisory Board.

Guidelines for the diverse concept in relation to the Managing Board are also anchored in the Supervisory Board's rules of procedure. Accordingly, the Chairman of the Supervisory Board coordinates long-term succession planning for the Managing Board, whereby an age limit of 65 years is to be provided for Managing Board members. When filling positions on the Managing Board, the Supervisory Board should also pay attention to diversity. This is done on a case-by-case basis.

6. Further information on Corporate Governance

6.1 Transparency and communication

The Executive Board publishes information that could potentially affect the SINGULUS TECHNOLOGIES AG share price immediately, unless the company is exempt from doing so in individual cases.

SINGULUS TECHNOLOGIES AG ensures that the company's shareholders can gain a comprehensive and timely understanding of the company's situation by means of the information published on its website. SINGULUS TECHNOLOGIES AG reports to its shareholders on business trends, financial performance, and the earnings situation four times a year. All financial reports, current company presentations, the corporate calendar, notices pursuant to Art. 17 MAR and directors' dealings pursuant to Art. 19 MAR are published in the Investor Relations and Corporate News sections of www.singulus.com. To improve transparency and support the share price, SINGULUS TECHNOLOGIES AG held several analyst conferences and numerous one-on-one meetings with investors.

All reports and documents concerning corporate governance and management, including the 2022 declaration of conformity with the German Corporate Governance Code, a link to the full text of the 2022 German Corporate Governance Code available online, and the company's Articles of Incorporation, can also be found under Investor Relations, keyword Corporate Governance. The invitations to the Annual General Meeting and the voting results can be viewed on the SINGULUS TECHNOLOGIES website under Investor Relations.

6.2 Shareholders and Annual General Meeting

The shareholders of SINGULUS TECHNOLOGIES AG exercise their rights at the company's Annual General Meeting, where each share grants one vote. At the ordinary Annual General Meeting, the shareholders pass resolutions in accordance with the legal requirements on the appropriation of net profit, the discharge of the Executive Board and Supervisory Board and the election of the auditor. Amendments to the Articles of Incorporation and capital measures are generally resolved by the Annual General Meeting and implemented by the Executive Board.

The Annual General Meeting of the SINGULUS TECHNOLOGIES AG usually takes place during the first half of the year. The Annual General Meeting of the SINGULUS TECHNOLOGIES AG for the business year 2023 took place on July 25, 2024.

At the Annual General Meeting on July 19, 2023, the Articles of Incorporation were amended to authorize the Board of Management to hold Annual General Meetings in virtual form. The Annual General Meeting for the 2022 business year was held as a virtual meeting on July 25, 2024, on the basis of this authorization.

The Executive Board and Supervisory Board consider this legally prescribed form of the Annual General Meeting to be the best solution in the company's current situation. It has cost advantages over face-to-face meetings. The rights of shareholders are not restricted. They can submit questions before the Annual General Meeting. The questions are answered in writing and made available to the shareholders attending the Annual General Meeting. The speech of the CEO is published in advance so that shareholders can ask questions about the statements. During the meeting, every shareholder has the right to speak via video communication. Questions can be asked about the answers given or new facts can be raised. Every shareholder has the right to make statements at the meeting without having to ask any further questions. At the Annual General Meeting on July 25, 2024, shareholders were also able to ask questions during the meeting, to which the Supervisory Board and the Executive Board responded in detail.

The Management Board and Supervisory Board are of the opinion that bringing forward the right to ask questions offers great advantages because questions can be answered carefully and with sufficient time. The company does not have the resources for a large back office to answer questions asked spontaneously during the meeting.

The virtual Annual General Meeting makes it easier for shareholders to participate because there is no travel time and travel costs. Voting rights can by issuing instructions be exercised to the proxy or at the virtual meeting.

6.3 Accounting and auditing

The consolidated financial statements and the interim reports of the SINGULUS TECHNOLOGIES Group are prepared in accordance with IFRS and the applicable commercial law pursuant to Art. 315e Para. 1 HGB. The individual financial statements of the SINGULUS TECHNOLOGIES AG are drawn up according to the regulations of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG) as well as the additional provisions of the articles of incorporation. The consolidated and annual financial statements for the 2024 business year prepared by the Executive Board were audited by the auditing firm Baker Tilly GmbH & Co. KG, Frankfurt am Main. The Supervisory Board in turn reviewed the financial statements and the results of the audit and on 25 March 2025 approved the individual financial statements for the 2024 business year and the consolidated financial statements. The Supervisory Board discussed important aspects with the auditor.

Interim reports are made available to the public within 45 days of the end of the quarter. The annual financial statements and the consolidated financial statements are made available to the public within 90 days of the end of the business year.

The annual report for business year 2024 and the interim reports are available on the website of SINGULUS TECHNOLOGIES AG.

6.4 Compensation of the Executive Board and Supervisory Board

As in previous years, the SINGULUS TECHNOLOGIES AG reports the compensation of the members of the Executive Board individually, namely the performance-related and non-performance-related components of the compensation as well as the share-based compensation components with longterm incentive effect. In addition, the allocation to a pension plan based on a defined contribution system is also individually disclosed. The information can be found in the compensation report, which is available at www.singulus.de/investor-relations/corporate-governance. The compensation report presents the compensation system and the compensation of the Board of Management in a comprehensive and individualized manner in accordance with Section 162 of the German Stock Corporation Act (AktG) and also addresses the structure of the compensation components with a longterm incentive effect. In addition, the compensation of the members of the Supervisory Board is also presented in an individualized manner.

7. Shareholdings and reportable securities transactions by the Management Board and Supervisory Board

7.1 Shareholdings of the Management Board and Supervisory Board

No member of the Management Board or Supervisory Board has a direct or indirect shareholding in the company's share capital of more than 1%.

The following members of the Executive Board and Supervisory Board directly or indirectly held shares in SINGULUS TECHNOLOGIES AG as of December 31, 2024:

Shareholdings of the Management
Board and Supervisory Board
December 31, 2024 December 31, 2023
Supervisory Board
Dr. Wolfhard Leichnitz,
Chairman of the Supervisory Board
245 245
Dr. Changfeng Tu 0 0
Denan Chu 0 0
Dr. Jutta Menninger 0 0
Management Board
Dr. Stefan Rinck, CEO 122 122
Markus Ehret, CFO 43 43

As of December 31, 2024, the incumbent members of the Management Board and Supervisory Board held no subscription rights from share options or convertible bonds.

7.2 Directors' Dealings

Pursuant to Art. 19 MAR, members of the Management and Supervisory Boards or people close to them were obliged to report transactions with shares and debt instruments of the company or related derivatives or other related financial instruments in the 2024 business year if the total volume of the transactions carried out within a calendar year exceeded the amount of € 20,000. No such transactions were reported to the company in the 2024 business year.

PHOTOVOLTAICS

Advanced Solutions for the Solar Energy of Tomorrow

With our state-of-the-art production systems, we are setting new standards in the manufacturing of high-performance solar cells. These technologies stand for efficiency and sustainability - the key to an environmentally friendly energy supply. Join SINGULUS TECHNOLOGIES on the path to a future characterized by renewable energies and responsible action.

CONSOLIDATED BALANCE SHEET as of December 31, 2024 and December 31, 2023

EUR million
11.3 11.5
1.3 3.2
4.1 2.9
10.2 17.2
6.3 5.2
20.6 25.3
4.7 9.9
1.5 2.8
6.2 12.7
39.4 52.7
7.1
4.4
6.7
0.7
0.2
19.1 19.1
0.0 0.0
71.8
6.4
5.3
6.7
0.5
0.2
58.5
EQUITY AND LIABILITIES Note 12/31/2024
EUR million
12/31/2023
EUR million
Trade payables 14.1 8.9
Prepayments received (14) 3.2 5.8
Liabilities from construction contracts (8) 27.6 24.6
Financing liabilities from the loan borrowed (17) 22.1 29.3
Financial liabilities from the issuance of bonds (16) 0.2 0.2
Current leasing liabilities 0.7 0.8
Other liabilities (13) 7.6 8.7
Provisions for restructuring measures (20) 0.1 0.3
Provisions for taxes 0.6 0.6
Other provisions (19) 3.7 8.1
Total current liabilities 79.9 87.3
Financial liabilities from the issuance of bonds (16) 11.8 11.8
Liabilities from borrowings (17) 0.0 2.0
Non-current leasing liabilities 0.0 0.2
Pension provisions (18) 11.9 12.2
Deferred tax liabilities (22) 4.9 2.9
Total non-current liabilities 28.6 29.1
Total liabilities 108.5 116.4
Subscribed capital (21) 8.9 8.9
Capital reserves 19.8 19.8
Other reserves (21) 1.8 1.8
Retained earnings -80.5 -75.1
Equity attributable to owners of the parent -50.0 -44.6
Total equity -50.0 -44.6
Summe Passiva 58.5 71.8

CONSOLIDATED INCOME STATEMENT for the period from January 1 to December 31, 2024 and 2023

2024 2023
EUR EUR
Note million in % million in %
Revenue (gross) (5) 75.9 100.1 73.2 101.0
Sales deductions and direct selling costs (24) -0.1 -0.1 -0.7 -1.0
Revenue (net) 75.8 100.0 72.5 100.0
Cost of sales -50.3 -66.4 -56.3 -77.7
Gross profit on sales 25.5 33.6 16.2 22.3
Research and development (29) -4.8 -6.3 -6.9 -9.5
Sales and customer service -11.9 -15.7 -10.9 -15.0
General administration (28) -9.9 -13.1 -8.9 -12.3
Other operating expenses (30) -0.3 -0.4 -0.6 -0.8
Other operating income (30) 0.7 0.9 1.0 1.4
Expenses from restructuring 0.0 0.0 0.0 0.0
Total operating expenses -26.2 -34.6 -26.3 -36.3
Operating result (EBIT) -0.7 -0.9 -10.1 -13.9
Adjusted operating result (EBIT) -0.7 -0.9 -10.1 -13.9
Finance income (31) 0.1 0.1 0.7 1.0
Finance costs (31) -2.8 -3.7 -2.1 -2.9
EBT -3.4 -4.5 -11.5 -15.9
Tax expense/income (22) -2.0 -2.6 1.7 2.3
Profit or loss for the period -5.4 -7.1 -9.8 -13.5
Thereof attributable to:
Owners of the parent -5.4 -9.8
Non-controlling interests 0.0 0.0
Basic earnings per share based on the profit
for the period (in EUR) attributable to owners
of the parent
(23) -0.61 -1.10
Diluted earnings per share based on the profit
for the period (in EUR) attributable to owners
of the parent
(23) -0.61 -1.10

1/1 -12/31

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the period from January 1 to December 31, 2024 and 2023

1/1 - 12/31
Note 2024
EUR million
2023
EUR million
Profit or loss for the period -5.4 -9.8
Items that will never be reclassified to profit and loss:
Actuarial gains and losses from
pension commitments
(18) 0.1 -0.6
Tax effect (21) 0.0 0.0
Items that may be reclassified to profit and loss:
Derivative financial instruments (38) 0.0 0.0
Exchange rate differences in the fiscal year (21) -0.1 -0.6
Tax effect (21) 0.0 0.0
Total expenses and income recognized directly in
other comprehensive income
0.0 -1.2
Total comprehensive income -5.4 -11.0
Thereof attributable to:
Owners of the parent -5.4 -11.0

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period from January 1 to December 31, 2024 and 2023

Equity Attributable
to Owners of the Parent
Other
Reserves
Subscribed
Capital
Capital
Reserves
Currency
Translation
Reserves
EUR million EUR million EUR million
Note (21) (21) (21)
As of January 1, 2023 8.9 19.8 5.4
Profit or loss for the period 0.0 0.0 0.0
Other comprehensive income 0.0 0.0 -0.6
Total comprehensive income 0.0 0.0 -0.6
As of December 31, 2023 8.9 19.8 4.8
As of January 1, 2024 8.9 19.8 4.8
Profit or loss for the period
Other comprehensive income
0.0
0.0
0.0
0.0
0.0
-0.1
Total comprehensive income 0.0 0.0 -0.1
As of December 31, 2024 8.9 19.8 4.7
Equity Attributable
to Owners of the Parent
Non-controlling
Interests
Equity
Other
Reserves
Retained
Earnings
Actual Gains
and Losses
from Pension
Commitments
Other
Retained
Reserves
Total
EUR million EUR million EUR million EUR million EUR million
(18)
-2.4 -65.3 -33.6 0.0 -33.6
0.0 -9.8 -9.8 0.0 -9.8
-0.6 0.0 -1.2 0.0 -1.2
-0.6 -9.8 -11.0 0.0 -11.0
-3.0 -75.1 -44.6 0.0 -44.6
-3.0 -75.1 -44.6 0.0 -44.6
0.0 -5.4 -5.4 0.0 -5.4
0.1 0.0 0.0 0.0 0.0
0.1 -5.4 -5.4 0.0 -5.4
-2.9 -80.5 -50.0 0.0 -50.0

CONSOLIDATED CASH FLOW STATEMENT

for the period from January 1 to December 31, 2024 and 2023

Note 2024
EUR million
2023
EUR million
Cash flows from
operating activities
Profit or loss for the period -5.4 -9.8
Adjustment to reconcile profit or loss
for the period to net cash flow
Amortization, depreciation and
impairment of non-current assets
(11/12) 2.6 2.8
Contribution to the pension provisions (18) -0.3 0.8
Profit/loss from disposal of
non-current assets
0.0 -0.5
Other non-cash expenses/income 0.0 -0.1
Net finance costs (31) 2.7 1.4
Net tax expense (22) 2.0 -1.7
Change in trade receivables -1.2 -0.2
Change in construction contracts 10.0 -16.9
Change in other receivables and
other assets
-1.0 4.2
Change in inventories 6.5 0.9
Change in trade payables 5.2 -1.2
Change in other liabilities -1.2 -1.2
Change in prepayments -2.6 -2.5
Change in provisions from
restructuring measures
-0.2 -1.8
Change in further provisions -4.4 -0.5
18.1 -16.5
Net cash from/used in
operating activities
12.7 -26.3
Note 2024
EUR million
2023
EUR million
Cash flows from
investing activities
Cash paid for investments in
development projects
(11) -1.7 -1.5
Cash paid for investments in other
intangible assets and property, plant
and equipment
(11/12) -0.8 -0.5
Cash received from the disposal of assets
and liabilities classified as held for sale
0.0 0.0
Net cash from/used in investing activities -2.5 -2.0
Cash flows from
financing activities
Cash used to pay bond interest (16) -0.6 -0.5
Cash received/used on the issuance of
loans and other financing commitments
(17) -10.0 22.0
Cash used to pay leasing liabilities -0.8 -0.4
Payments for financing leasing liabilities -0.7 -0.4
Cash received/used on financial assets
subject to restrictions on disposal
1.9 0.5
Net cash from/used in financing activities -10.2 21.2
Increase/decrease in cash
and cash equivalents
0.0 -7.1
Effect of exchange rate changes -0.1 -0.1
Changes in scope of consolidation 0.0 0.0
Cash and cash equivalents at the
beginning of the reporting period
11.5 18.7
Cash and cash equivalents at the
end of the reporting period
11.3 11.5

Cash and cash equivalents comprise monetary investments with a remaining maturity of up to three months at the time of acquisition.

Financial assets subject to restrictions on disposal are presented separately in the balance sheet. These financial assets relate to the Company's financing transactions and are included in the consolidated cash flow statement as cash flows from financing activities.

SINGULUS TECHNOLOGIES Group

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024

Note 1 - General Information

The consolidated financial statements present the operations of SINGULUS TECHNOLOGIES AG, Hanauer Landstrasse 103, 63796 Kahl am Main (hereinafter also referred to as "SINGULUS TECHNOLOGIES AG") and its subsidiaries (hereinafter also referred to as "SINGULUS TECHNOLOGIES," the "Company" or the "Group").

The Company is registered under HRB 6649 in the commercial register at the Local Court (Amtsgericht) of Aschaffenburg.

The consolidated financial statements were prepared in Euro (€). Unless stated otherwise, all figures are presented in millions of Euros (million €). Due to presentation in million €, differences in rounding may occur.

The consolidated financial statements of SINGULUS TECHNOLOGIES AG were prepared in accordance with the International Financial Reporting Standards ("IFRSs") as adopted in the European Union ("EU") and the additional requirements of section 315e (1) of the German Commercial Code (Handelsgesetzbuch, "HGB").

The term "IFRS" includes all International Financial Reporting Standards and International Accounting Standards ("IAS") adopted by the EU with mandatory application as of the reporting date. All interpretations of the International Financial Reporting Standards Interpretations Committee ("IFRS IC") – formerly the Standing Interpretations Committee ("SIC") and the International Financial Reporting Interpretations Committee ("IFRIC") – that were mandatory for fiscal year 2024 were likewise applied.

In order to improve the clarity and meaningfulness of the consolidated financial statements, individual items are aggregated in the balance sheet and income statement and presented separately and in the notes to the financial statements.

The consumption of more than half of the nominal capital pursuant to HGB was incurred in the business year 2017 and was reported on September 21, 2017. The extraordinary shareholders' meeting was convened on November 29, 2017. In the course of the extraordinary general meeting on October 29, 2021, pursuant to Art. 92 Para. 1 AktG the Executive Board again reported on the loss of the nominal capital pursuant to HGB of the parent Company. The background to the depletion of shareholders' equity was presented, which was mainly due to the timing of revenue recognition pursuant to HGB and IFRS and the operating losses resulting from the underutilization of the organization in recent years.

However, from today's point of view, the Group has sufficient available liquid funds to safeguard the course of business and therefore draws up the financial statement according to the going-concern assumptions.

With respect to the going concern assumption for the Company and thus the Group, please refer to the details under Note 4.

Note 2 - Business activities

SINGULUS TECHNOLOGIES develops and builds machines for economic and resource-efficient production processes. The application areas include vacuum thin-film and plasma coating for wet-chemical processes as well as thermal process technologies. For all machines, processes, and applications SINGULUS TECHNOLOGIES draws upon its knowledge in the areas of automation and process technology. Additional fields of activity are being tapped into aside from the Solar, Semiconductor, Data Storage (Optical Disc), Decorative Coatings and Medical Technology divisions. The complete machines program of the Company is complemented by a global network for replacement parts and service activities.

For more information, please refer to the comments on segmental reporting in Note 5.

Note 3 - New accounting standards

The following IASB pronouncements, which have already been successfully adopted by the EU, are mandatory for fiscal years beginning on or after January 1, 2024, and, where applicable, were applied by SINGULUS TECHNOLOGIES for the first time in fiscal year 2024. These amendments to standards and the new accounting standard have no impact on the presentation of the net assets, financial position, and results of operations or on earnings per share:

  • IAS 1 Regulations regarding the presentation in relation to short-term or longterm and ancillary conditions
  • IFRS 16 Clarification of subsequent measurement for sale-and-leaseback transactions
  • IAS 7 und IFRS 7 New introduction of disclosure requirements in relation to supplier financing agreements

The IASB has issued the following amendments to standards, the application of which is not yet mandatory for the fiscal year 2024 and some of which have not yet been adopted by the EU.

In this respect, the following accounting standards have not yet been applied by SINGULUS TECHNOLOGIES:

  • Lack of exchangeability amendments to IAS 21, first-time application from January 1, 2025
  • Sale or contribution of assets between an investor and an associate or joint venture - Amendments to IFRS 10 and IAS 28, first-time application still pending.

These new accounting standards have no impact on the presentation of the net assets, financial position, and results of operations or on earnings per share:

The early application of standards and interpretations that are not yet mandatory is not currently planned.

Note 4 - Significant accounting principles

The Company prepares its accounts on a going concern basis and draws attention to the following events and circumstances:

Both in view of achieving the expected financial results and also in terms of the future trend of the liquidity situation in fiscal years 2025 and 2026, the SINGULUS TECHNOLOGIES Group is to a large extent dependent on the further development of the business activities from the operating business of all three segments. Sufficient liquidity of the Company and the Group in the next 24 months after the end of the 2024 financial year can only be maintained if the planning can be realized in this period. It is an essential prerequisite for the planning that the partial payments, which are due based on the already contracted large orders, will actually be made and without material delay. Moreover, it is required to win additional, substantial major orders by the end of 2025. It is also necessary to obtain further major projects in the 2025 and 2026 financial years.

In addition, the debt financing components presented below, which were available to the Company at the end of the reporting year, are also key prerequisites in the planning:

Financing Component Nominal value Maturity
Loan Bank of Shanghai € 10.0 million April 10, 2025
CTIIC financing € 6.0 million April 30, 2025
Super Senior Loan in
accordance with the bond
terms
€ 4.0 million Tranche I (€ 2.0 million):
-
Drawing in May 2023
-
Term until March 31, 2026
Tranche II (€ 2.0 million):
-
Drawing in January 2024
-
Term until March 31, 2026
Working capital financing
(unsecured)
€ 2.0 million March 31, 2026
- Drawing in December 2024
Corporate bond € 12.0 million July 22, 2026
(repayment date)

The loan from the Bank of Shanghai in the amount of EUR 10.0 million has been available to SINGULUS TECHNOLOGIES AG to secure liquidity since April 2024. Repayment of the loan is guaranteed by the Chinese majority shareholder Triumph Science & Technologies Co. Ltd, Beijing/China (Triumph), a subgroup of China National Building Material Group Corporation, Beijing/China (CNBM). The term of the loan is twelve months, meaning that it matures in April 2025. The Executive Board expects this loan to be extended in good time with the support of the guarantor Triumph. Nevertheless, there is a fundamental risk that the loan will not be extended, which will lead to the corresponding maturity date.

To bridge short-term liquidity bottlenecks, Triumph International Investment Company Limited, Hong Kong/China (CTIIC), a daughter Company of the main shareholder Triumph, granted the Company a short-term loan with a volume of € 6.0 million (CTIIC financing) with effect from August 19, 2024, which was drawn down in full by the end of the 2024 financial year. Repayment of the loan was agreed for the end of February

2025 and was initially provisionally extended until April 30, 2025. Due to ongoing negotiations regarding the final conditions for repayment of the loan, there is uncertainty regarding the conclusion of these negotiations.

The corporate bond with a nominal volume of € 12.0 million has a term until July 22, 2026, and an interest rate of 4.5%. The repayment amount is 105.0%. The increased repayment amount is also applicable in the event of early repayment. The Executive Board plans to repay the bond at maturity from operating cash flow, meaning that risks in this regard remain in the realization of the plan.

In addition, the company has access to a senior secured loan ("Super Senior Loan") in the amount of € 4.0 million. The company drew down tranche I in May 2023 and tranche II of € 2.0 million each in January 2024. The term of the loans originally ended on December 31, 2024. Together with the lenders, the Management Board extended the repayment of loan tranches I and II until March 31, 2026.

In addition, a lender granted the Company unsecured working capital financing for a further € 2.0 million at the end of the 2024 financial year, which was initially due for repayment on March 31, 2025. The Executive Board and the lender have extended the term of this loan to March 31, 2026.

After the due dates have expired, which have been extended to March 31, 2026, tranches I and II of the super senior loan and the unsecured working capital financing are to be extended again until the corporate bond matures, in consultation with the lenders, and transferred to a new financing structure (together with the corporate bond if applicable).

To cover the aforementioned financial liabilities due in the forecast period from the "Bank of Shanghai loan" and "CTIIC financing" financing components, the main shareholder Triumph guarantees in a comfort letter to provide the company with sufficient funds to meet its financial obligations from these financing components until March 31, 2026.

The Company intends to repay the corporate bond on July 22, 2026, during the forecast period with scheduled incoming payments of the partial payments to be made and the signing of further project orders in all three segments with major customers and the resulting operating cash flow or transfer it to alternative financing.

With regard to the working capital financing, Tranche II of the super senior loan and their consolidation and prolongation or follow-up financing, the Executive Board is currently in discussions with the loan partner.

Although there are fundamental uncertainties with regard to the realization of the planning, the Executive Board assumes with high probability that the partial payments to be made and the signing of further project orders in all three segments with major customers will be received as planned and that the planning will be realized as a result. In particular, the Executive Board assumes that Triumph will guarantee the aforementioned financial obligations of the Company from the "Bank of Shanghai loan" and "CTIIC financing" financing components and is in a position to do so. Furthermore, the Executive Board expects a positive outcome to the talks with the lender of the super senior loan. The Executive Board believes that the Company will be fully financed within the forecast period based on current corporate planning.

However, from an overall perspective, events and circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Company's and the Group's ability to continue as a going concern and which represents a going concern risk within the meaning of Art. 322 Para.2 Sent. 3 HGB. The SINGULUS TECHNOLOGIES Group may therefore not be able to realize its assets and settle its liabilities in the ordinary course of business.

4.1 Consolidation principles and scope of consolidation

The consolidated financial statements include the financial statements of the SINGULUS TECHNOLOGIES AG and its subsidiaries as of December 31 of a given fiscal year.

Subsidiaries are fully consolidated from the date of acquisition, i.e., from the date on which the Group obtains control. The consolidation is terminated when the control by the parent Company ceases to exist.

The financial statements of the subsidiaries are prepared as of the same balance sheet date as that of the parent, using consistent accounting policies.

All intragroup balances, income and expenses and gains and losses resulting from intragroup transactions are eliminated in full.

In addition to the SINGULUS TECHNOLOGIES AG, the consolidated financial statements include all companies which are controlled by the Company. The companies are included on the basis of ownership of all voting rights.

The following subsidiaries are included in the consolidated financial statements:

  • SINGULUS TECHNOLOGIES Inc., Windsor, USA
  • SINGULUS TECHNOLOGIES MOCVD Inc., Windsor, USA
  • SINGULUS TECHNOLOGIES ASIA PACIFIC Pte. Ltd., Singapore
  • SINGULUS TECHNOLOGIES LATIN AMERICA Ltda., São Paulo, Brazil
  • SINGULUS TECHNOLOGIES FRANCE s.a.r.l., Sausheim, France
  • SINGULUS TECHNOLOGIES TAIWAN Limited, Taipei, Taiwan
  • SINGULUS TECHNOLOGIES SHANGHAI Co. Ltd., Shanghai, China
  • SINGULUS TECHNOLOGIES CHANGSHU Co. Ltd., Changshu City, China
  • HamaTech USA Inc., Austin, USA
  • SINGULUS CIS Solar Tec GmbH, Kahl am Main, Germany
  • SINGULUS New Heterojunction Technologies GmbH, Kahl am Main, Germany

For further details, please refer to Note 35.

4.2 Foreign currency translation

The financial statements of the foreign subsidiaries are prepared in the currency in which the majority of transactions are concluded (functional currency). The functional currency is the relevant local currency. For the inclusion of the foreign financial statements in the Group's reporting currency, the balance sheet items are translated using the closing rate on the balance sheet date and income statement items are translated using the average rate for the fiscal year. The equity of equity investments is translated using the historical rate. Currency translation differences arising from the application of different exchange rates are recognized in other comprehensive income.

Foreign currency monetary items are translated using the closing rate. Exchange differences are recognized as income or expenses in the period in which they occur.

Balance sheet date Annual average rate
Currency
1 EUR in
Dec.
31,
2024
Dec.
31,
2023
Dec.
31,
2024
Dec.
31,
2023
Brazil BRL 6.421 5.354 5.830 5.398
China CNY 7.579 7.803 7.774 7.648
Singapore SGD 1.415 1.456 1.445 1.452
Taiwan TWD 34.017 33.672 34.719 33.675
USA USD 1.039 1.104 1.082 1.081

Currency translations are based on the following exchange rates:

4.3 Management's use of judgment and main sources of estimating uncertainties

The preparation of consolidated financial statements in accordance with IFRS requires the use of estimates and assumptions by management which have an effect on the amounts of the assets, liabilities, income, expenses and contingent liabilities reported. Assumptions and estimates generally relate to the uniform determination of useful lives of assets within the Group, impairment of assets, the measurement of provisions, the collectability of receivables, the recognition of realizable residual values for inventories and the probability of future tax benefits. The actual values can differ from the assumptions and estimates made on a case-by-case basis. Any changes are recognized as profit and loss at the time of the knowledge gained.

In the Group, the use of judgment and estimating uncertainties affect the following areas in particular:

4.3.1 Impairment of assets

The Group determines whether goodwill is impaired at least once a year (for development expenses refer to 4.3.5). Moreover, if there is any indication that an asset may be impaired, that asset is tested for impairment by estimating its recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of the cash-generating unit to which the asset is allocated.

This requires an estimate of the recoverable amount of the assets or cash-generating units to which the goodwill or asset is allocated. Please also refer to the comments under 4.14 "Impairment of non-financial assets".

4.3.2 Deferred tax assets

Deferred tax assets are recognized for all temporary differences and for all unused tax loss carry forwards to the extent that it is probable that taxable profit will be available against which the tax assets can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the probable timing and level of future taxable profits together with future tax planning strategies. Please also refer to the comments in Note 22.

4.3.3 Share-based compensation

The Group measures the cost of granting equity-based instruments to employees by reference to the fair value of the equity instruments at the date on which they are granted. In order to estimate fair value, an appropriate measurement approach must be determined for grants of equity instruments. This approach depends on the terms and conditions of the grant. Furthermore, the appropriate data to be used in this measurement approach, including the anticipated option maturity, volatility, dividend yield and the corresponding assumptions, must be determined. The assumptions and approaches used are disclosed in Note 15.

4.3.4 Pension obligations

The cost of defined benefit pension plans is determined using actuarial calculations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and future pension increases. As these plans are of a long-term nature, such estimates are highly uncertain. Please also refer to the comments in Note 18.

4.3.5 Development costs

Development costs are capitalized in accordance with the accounting policies described under "Research and development costs". In order to test for impairment, the management must make assumptions regarding the amount of estimated future cash flows from assets, the discount rates to be applied, and the timing of the future cash flows expected to be generated by the assets. Please also refer to the comments in Note 11.

4.3.6 Leases

The Group has entered into lease agreements. The term of such agreements may be extended at the Group's discretion. Please refer to the comments below under Note 4.13 and Note 32.

4.3.7 Construction contracts

In order to evaluate the stage of completion of customer-specific construction contracts, the costs to complete the order must be estimated. Please also refer to the comments made below under 4.4 Revenue recognition and to the comments in Note 8.

4.3.8 Provisions

Estimating future expenses is fraught with uncertainty. This is especially the case with provisions for warranties.

4.4 Revenue recognition

The Group generates revenue solely from contracts with customers. There are no sources of other revenue in accordance with IFRS 15.113. For the disaggregation of revenue in accordance with IFRS 15.114, please refer to Note 5.

The Group recognizes revenue when it satisfies a performance obligation by transferring a specified asset to a customer. An asset is deemed to have been transferred once the customer obtains control over that asset. Depending on the transfer of control, revenue is recognized either at a point in time or over time in the amount that reflects the consideration to which the Company expects to be entitled.

Revenue relating to the sale of equipment for manufacturing optical data storage devices in the Life Science operating segment is recognized when a contract has come into effect, the delivery has been made, and, if required, the equipment has been installed for and accepted by the customer and payment is reasonably certain. Revenue relating to services is recognized when the service has been rendered, a price has been negotiated and is determinable and payment thereof is probable. Revenue from the sale of individual components of equipment or replacement parts is recognized at a point in time when control is transferred (generally at the time of shipping) in accordance with the underlying agreements.

Given that the Solar, Life Science and Semiconductor segments do not manufacture the other equipment in serial batches but rather to individual customer orders for which the Company has no alternative use, revenue for the majority of the equipment is recognized over time. The entitlement to payment for the service rendered is examined at the same time and is regularly given by the structure of the contract (IFRS 15.35 (c)). The relevant stage of completion is calculated using the input-oriented cost-to-cost method. The selected method enables the Company to make the most precise estimate of the percentage of completion because the Company uses an IT-based project controlling system that reliably estimates the budgeted costs and continuously monitors the total costs. The costs incurred to date are calculated as a proportion of the estimated total costs.

In addition, the Company recognizes provisions for warranties on a time-apportioned basis using the percentage of completion method. However, this does not take into account the warranty expense to determine the stage of completion to determine the provisions for warranties. Please refer to Note 4.18.

Contracts are recognized on the balance sheet either as receivables from construction contracts (assets) or as liabilities from construction contracts if the prepayments received exceed the cumulative work performed. Once the final invoice has been issued, the closing balance is reclassified as trade receivable. If it is probable that the total contract costs exceed the total contract revenue, the expected loss is immediate expenditure.

Whether the requirements for recognizing revenue over time are met in accordance with IFRS 15.35(c) is reviewed on an individual basis at the start of a customer order.

Revenue is recognized as net of VAT, returns, sales deductions, credits, and direct selling costs. Potential contractual penalties are assessed on a case-by-case basis.

The typical payment terms for the sale of equipment provide for a significant down payment at the commencement of production. Further payment terms are contractually defined and depend on the degree of completion, calling for a final payment upon transfer of the specified equipment. No material financing components exist.

Typically, payment targets of between 30- and 60-days net are agreed for the replacement parts and service business. In addition, customer-specific advance payments are also agreed.

4.5 Goodwill

In all business combinations, the goodwill acquired was initially measured at cost, this being the excess of the cost of the business combination over the acquirer's interest in the fair value of the identifiable assets acquired and the liabilities and contingent liabilities assumed (partial goodwill method). In accordance with IFRS 3 and IAS 27, there is an option to recognize the total amount of the goodwill acquired, including goodwill attributable to non-controlling interests, in the case of business combinations (full goodwill method). After initial recognition, goodwill is measured at cost less than any accumulated impairment losses.

The recognized goodwill is not amortized. It is tested for impairment annually or whenever there are indications of impairment. Impairment testing takes place at the cash-generating unit level. These groups of cash generating units correspond to the business segment according to IFRS 8 (c. Note 5). If the recoverable amount of the relevant business segment has fallen below the carrying amount of the unit, an impairment loss is recognized in accordance with IAS 36. Reversals of impairment losses are prohibited.

4.6 Research and development costs

Research costs are expensed in the period in which they are incurred. Pursuant to IAS 38, development costs are recognized as intangible assets at cost, provided that the conditions of IAS 38.57 are fulfilled. In addition to the technical feasibility of completing the intangible asset, this includes the generation of probable future economic benefits from the intangible asset (IAS 38.57(d)) and the ability to measure reliably the expenditure attributable to the intangible asset during its development (IAS 38.57(f)). Cost comprises all costs directly attributable to the development process as well as appropriate shares of development-related overheads.

Profitability calculations (project calculations) are used to demonstrate the condition under IAS 38.57(d). The respective net present value of the development project is calculated on the basis of specific budgeted results for revenue/contribution margins attributable to the project, applying the Company-specific discount rate.

From the point at which they can be used, the developed products are amortized on a straight-line basis over a term of five years.

At each balance sheet date, it must be reviewed whether there are any indications of impairment. If this is the case, the asset must be tested for impairment and, if necessary, an impairment charge recognized. Prior-period impairment charges must be reviewed annually to determine whether there are any indications that the impairment can be reversed.

Updated project calculations are used for the impairment tests and to calculate the recoverable amount of the capitalized development costs. Furthermore, an additional impairment test is performed at a higher level for own work capitalized allocated to the Solar operating segment as part of the goodwill impairment testing for the Solar operating segment.

Government grants received for research and development projects are offset as research grants against the research and development costs in the income statement.

4.7 Other intangible assets

Intangible assets acquired separately are recognized at cost. Intangible assets acquired in the course of a business combination are recognized at fair value as of the date of acquisition. Internally generated intangible assets are recognized if the criteria for recognition are met. If the criteria are not met, the costs related to such intangible assets are recognized as expenses in the period in which they are incurred. Intangible assets with finite useful lives are amortized over their useful lives. Intangible assets with indefinite useful lives are not amortized and are instead tested for impairment at least once a year. No intangible assets with indefinite useful lives were recognized in the reporting period.

The useful lives of intangible assets with finite useful lives are:

Software 3 years
Patents 8 years
Technology 5 to 8 years

4.8 Cash and cash equivalents

Cash and cash equivalents comprise monetary assets with a remaining maturity of up to three months at the time of acquisition as well as bills of exchange with an original maturity of up to three months.

Financial assets subject to restrictions on disposal are presented separately in the balance sheet. These financial assets relate to the Company's financing transactions and are included in the consolidated cash flow statement as cash flows from financing activities.

4.9 Inventories

Inventories are carried at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Raw materials, consumables and supplies including spare parts are measured using the weighted average cost formula. In the case of manufactured products, the cost includes an appropriate share of the production overheads based on normal operating capacity. Appropriate value adjustments are made to account for potential losses due to the marketability or range of inventories.

The five existing allowance classes for salability are derived from past experience and range between 0% and 100% of depreciated cost. The four existing allowance classes for days inventory held ("DIH") also range from 0% to 100% of depreciated cost. In addition, inventories are individually tested for impairment and, if necessary, written down to their net realizable value.

4.10 Financial assets and liabilities

Recognition and subsequent measurement

Financial assets and financial liabilities are recognized in the balance sheet when an entity becomes a party to the contractual provisions of the instrument. All financial assets and financial liabilities were initially recognized at attributable fair value (with the exception of trade receivables, which are recognized at the transaction price).

Financial assets are measured at amortized cost if they are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows.

i. Trade invoices are issued mainly in euros and are recognized as receivables at the fair value of the goods supplied or services rendered.

If there is an objective indication that receivables carried at amortized cost are impaired, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding expected future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate (i.e., the effective interest rate determined on initial recognition). The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognized directly in profit or loss. For trade receivables, if there are objective indications that not all due amounts will be collected pursuant to the original payment terms (such as probability of insolvency or significant financial difficulties of the debtor), an impairment loss is charged. This only applies where there is no collateral (e.g., credit insurance policies, etc.). Receivables are derecognized when they are classified as uncollectible.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, the reversal must not result in the carrying amount of the asset exceeding what the amortized cost would have been at the date the impairment is reversed if the impairment had not been recognized.

Financial assets carried at amortized cost are impaired on a general basis in accordance with the expected credit loss model of IFRS 9 based on their statistical probability of default. In particular, at SINGULUS this applies to unsecured accounts receivable (cf. Note 36). As a rule, no general impairment is recognized for all other financial assets due to a low probability of default.

For details on the recognition of foreign currency receivables and the related hedging transactions, please refer to the comments under 4.2 "Foreign currency translation".

II. The expected write-down on cash and cash equivalents and financial assets subject to restrictions on disposal was calculated on the basis of expected losses within the respective maturity bands. Due to the availability of demand deposits at short notice and the outstanding creditworthiness of the credit institutions, it is assumed that cash and cash equivalents are exposed to low risk of default. The Finance department monitors changes in the default risk through quarterly observation of published external credit ratings. To the extent that the potential impairment losses remain small, the Company will opt not to recognize a write-down. This is generally the case as far as no impairment is generally recognized for cash and cash equivalents and restricted cash in accordance with the expected credit loss model.

Financial assets held for "trading" are measured at fair value through profit or loss. Financial assets classified as "hold and sell" are measured at fair value through other comprehensive income.

The Group has not classified any financial assets as measured at fair value through profit or loss or fair value through other comprehensive income.

Financial liabilities include liabilities from bond issues, liabilities from loans, trade payables and other liabilities. The Group initially recognizes financial liabilities at the date they arise. These liabilities are measured at amortized cost.

Derecognition

Financial assets are derecognized if one of the following conditions is met:

  • The rights to receive cash flows from the assets have expired.
  • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without delay to a third party under an agreement that meets the conditions in IFRS 9.3.2 ("passthrough" arrangement); and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities are derecognized when the contractual obligations have been settled, canceled, or have expired.

4.12 Property, plant, and equipment

Property, plant, and equipment are carried at cost plus directly allocable costs, less depreciation, and impairments. Financing expenses pursuant to IAS 23 are not part of acquisition or production costs. Depreciation is charged on a straight-line basis over the economic lives of the assets. The economic life and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant, and equipment.

The economic lives are estimated as follows:

Buildings 25 to 30 years
Plant and machinery 2 to 10 years
Other assets 1 to 4 years

Depreciation and impairment of property, plant and equipment are recognized in the functional area to which the respective assets are allocated.

4.13 Leases

The Company is a lessee of property, plant, and equipment, primarily relating to two administration and production buildings in Kahl am Main and Fürstenfeldbruck. The Company has also entered into leases for motor vehicles and forklifts. These leases are accounted for in accordance with the criteria defined in IFRS 16 and recognized as right-of-use assets under property, plant and equipment and lease liabilities.

The Group also leases IT equipment; these leases are either short-term leases or their underlying assets are of low value. The Group has opted to not recognize any right-ofuse assets or lease liabilities for these leases.

For further details, please refer to Note 32.

4.14 Impairment of non-financial assets

At each reporting date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is mandatory, the Group makes an estimate of the asset's recoverable amount.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value, less costs to sell and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset/cash-generating unit exceeds its recoverable amount, the asset/cash-generating unit is considered impaired and is written down through profit and loss to the recoverable amount.

If a cash-generating unit is impaired, the assets in the unit are depreciated as follows:

  • a) First, the carrying amount of goodwill allocated to the cash-generating unit; and
  • b) then, the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit.

In assessing the recoverable amount, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. These estimates are based on a five-year plan prepared by the Company. This plan is derived from the three-year plan approved by the Supervisory Board and extrapolated a further two years in order to determine the recoverable amount. The perpetual annuity is determined on the basis of the fifth planning year.

For purposes of impairment testing, the goodwill acquired in business combinations is allocated to the cash-generating units, which correspond to the Group's three operating segments. The goodwill recognized reflects the current and future business activities in the Solar segment and is tested for impairment on this basis. In contrast, the other two business segments are of minor importance.

4.14.1 Key assumptions used in the recoverable amount calculation

The recoverable amount of the cash-generating units was determined based on a value-in-use calculation, using cash flow projections based on financial budgets prepared by senior management covering a five-year period. Due to the assets recognized, the impairment test essentially only applies to the Solar segment.

The following parameters of the assumptions used in the value-in-use calculation of cash-generating units leave room for estimating uncertainties:

  • Development of revenue and future EBIT margins,
  • Discount rates,
  • Development of the relevant sales markets,
  • Growth rates used to extrapolate cash flow projections beyond the forecast period.

The EBIT margins are based on the revenue expectations of the management, which are in turn validated using market research forecasts for the industry. The corporate planning for planning years 2025 to 2027 (budget period) factors in both the order

backlog in the Solar segment and revenue estimated on the basis of customer requests and bids which are in the process of negotiation. Overall, management expects an increase in revenue in the Solar segment significantly greater than general market growth. The Executive Board also expects a significant improvement in EBIT margins in connection with the planned increase in revenue. Market expectations are factored in for 2028 and 2029 in particular. This revenue planning is used to determine the cost of sales and operating expenses based on current cost structures, budgetary calculations, and past experience. Accordingly, the overall detailed budget period extends over five years.

Discount rates – The discount rates reflect estimates made by management on risks to be attributed to specific cash-generating units. The weighted average cost of capital ("WACC") for each cash-generating unit was used as the discount rate. The underlying base interest rate was determined using the Svensson method and yields of German government bonds (Bunds) for equivalent terms. Further components include the 7.00 % market risk premium (previous year: 7.00 %), beta factors, assumptions regarding country and credit risk premiums and the debt ratio using market data. The pre-tax discount rate applied to the cash flow projections is 11.8 % (previous year: 18.1 %) in the Solar operating segment.

Management assumptions on market changes and growth are very significant in calculating value in use in the Solar segment. Specifically, technological trends, the future development of these trends, and the behavior of competitors is forecast for the budget period. The Company's own industry experience, dialog with customers and published industry-specific market research forecast continuing strong growth for the solar market despite the volatility prevalent in previous years.

Growth rate estimates – The forecast growth rates outside of the budget period are based on published industry-specific market research. The growth rate in the perpetual annuity using the discounted cash flow models ("DCF models") was extrapolated at 1% in the Solar segment.

The recoverable amount of the cash-generating units was determined based on a value-in-use calculation, using cash flow projections based on financial budgets prepared by senior management covering a five-year period.

Working capital attributable to the cash-generating unit is taken into account in calculating it carrying amount. This working capital was negative as of the reporting date due to prepayments received; the carrying amount of the cash-generating unit was also negative.

4.14.2 Sensitivity of assumptions made

For the Solar segment, the value in use exceeds the carrying amount by € 45.6 million. A change in the assumptions could lead to a situation in which the carrying amount of the cash-generating unit exceeds the recoverable amount. This could result from revenue in each case falling more than 40.8 %, short of the budgeted figures in the five-year planning period as well as in the perpetual annuity. The Solar segment is likely to benefit from the expected global market growth. In particular, the further development of the Chinese solar market is significant for the Company. At the same time, management expects the EBIT margin to increase. This development is thus reflected in the value in use of the cash-generating units in this operating segment. EBIT margins will increase from a low level to 7.4 % by 2029. In the event the actual EBIT margin in the five-year planning period, as well as the perpetual annuity, is more

than 10.9 percentage points lower than the assumed margin, the carrying amounts would be written down as a result.

4.15 Current tax assets and liabilities

Current tax assets and liabilities for current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities using the tax rates and tax laws that have been enacted by the end of the reporting period. The calculation of the amount is based on the tax rates and tax laws applicable at the balance sheet date.

Current taxes relating to items which are recognized in comprehensive income are also recognized in other comprehensive income and not in profit or loss.

4.16 Deferred tax liabilities and assets

Deferred taxes are recognized for all temporary differences between carrying amounts in the tax accounts and the consolidated balance sheet using the balance sheet liability method. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences and the carryforward of unused tax losses, to the extent that it is probable that taxable profit will be available for use of the deductible temporary differences and the carryforward of unused tax losses.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be utilized. Previously unrecognized deferred tax assets are reviewed at the end of each reporting period and recognized to the extent to which it has become probable that future taxable profit will allow the deferred tax assets to be recovered. This decision is made based on internal tax forecasts.

Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable profit in the years in which these temporary differences are expected to be reversed. In the event of a change in tax rate, the effects on deferred tax assets and liabilities are recognized in profit or loss in the period to which the new tax rate applies.

Deferred tax assets and liabilities are not discounted and are classified as non-current assets or liabilities in the consolidated balance sheet.

Deferred tax assets and deferred tax liabilities are offset if SINGULUS TECHNOLOGIES AG or one of its subsidiaries has a legally enforceable right to set off a current tax asset against a current tax liability when they relate to income taxes levied by the same taxation authority.

4.17 Pension provisions

The actuarial measurement of pension provisions is based on the projected unit credit method prescribed by IAS 19 for benefit obligations for old-age pensions. This method takes into account the pensions and vested benefits known as the balance sheet date as well as the increases in salaries and pensions expected in the future. The actuarial gains and losses are recognized in other comprehensive income.

4.18 Provisions

Under IAS 37, provisions are recognized as a present obligation toward a third party as a result of a past event exists which will probably result in a future outflow of resources, and whose amount can be reasonably estimated. Provisions that are not expected to lead to an outflow of resources in the subsequent year are carried out at their discounted settlement amount on the balance sheet date. The discount factor is based on market interest rates. The settlement amount also includes the expected cost increases.

Provisions for warranty costs are recognized as soon as the respective revenue is realized. The provision is measured on the basis of historical estimates of the costs of meeting warranty obligations, including handling and transport costs.

For warranty claims, a percentage rate is derived from empirical values for each product type; this amounts to 2.00% for the reporting year (previous year: 2.75% and 4.00%).

4.19 Share-based compensation

The Executive Board and senior executives are granted share-based remuneration ("phantom stock") which is settled with a cash payment (cash-settled share-based payment transactions).

The cost of granting the share-based payments is measured at the fair value of these instruments on the date they were granted ("grant price"). The fair value is determined by an external expert using a suitable valuation model, further details of which are given in Note 15.

The recognition of the expenses incurred in connection with the issue of share-based payment instruments takes place throughout the period in which the exercise or performance condition must be fulfilled (vesting period). This period ends on the date on which the relevant employees become fully entitled to the award. The cumulative expenses recognized on each reporting date for equity-settled transactions until the vesting date reflect the extent to which the vesting period has expired and the number of awards that, in the opinion of the Group at that date, based on the best available estimate of the number of equity instruments, will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative expense recognized as of the beginning and end of that period. No expense is recognized for compensation rights that do not vest. This excludes compensation rights, whose vesting is subject to certain market conditions. These are deemed vested, irrespective whether market conditions are met or not, subject to all other performance conditions are satisfied.

The costs arising due to cash-settled share-based payments are initially calculated using a binominal model with reference to the fair value at the date on which they were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is recalculated at each balance sheet date and at the date of settlement. Changes in the fair value are recognized in profit or loss.

4.20 Earnings per share

Basic earnings per share are calculated by dividing profit by the weighted average number of shares outstanding. Diluted earnings per share are calculated by dividing profit by the weighted average number of shares outstanding plus the number of convertible bonds and stock options outstanding, provided that the exercise of conversion rights and the stock options is reasonably certain.

The dilutive effect of the outstanding options would be reflected as additional share dilution in the determination of earnings per share if vesting were deemed to be probable as of the balance sheet date.

Note 5 - Segmental reporting

The Group's business is organized by products for corporate management purposes and has the following three operating segments which are subject to disclosure:

Solar Segment

In the Solar division SINGULUS TECHNOLOGIES combines its activities for the manufacturing of crystalline solar cells with a focus on high-performance cells as well as for thin-film solar cells on the basis of copper-indium-gallium-diselenide (CIGS) and cadmium-telluride (CdTe). This includes various vacuum coating machines, systems for thermal processes as well as machines for wet-chemical processing. The work area of crystalline silicon solar cells includes production solutions for high-performance cell concepts such as HJT (heterojunction), IBC (interdigitated back contact) as well as TOPCon (tunnel oxide passivated contacts) solar cells. In this market SINGULUS TECHNOLOGIES also supplies complete production lines for crystalline silicon solar cells.

Life Science Segment

In the segment Life Science SINGULUS TECHNOLOGIES combined the new product solutions for Decorative Coatings, Medical Technology as well as machine and service solutions of the Data Storage areas (Optical Disc). The focus here is on vacuum coating machines for the finishing of surfaces as well as on various wet-chemical cleaning machines for applications in the medical technology and consumer goods industries.

For the consumer goods market an integrated production line DECOLINE II as well as the inline vacuum cathode sputtering machine POLYCOATER was developed in the past couple of years. In addition, SINGULUS TECHNOLOGIES markets the production machine MEDLINE for applications in medical technology. In the segment Data Storage (Optical Disc) machines for the production of the well-known optical disc formats (CD, DVD, Dual Layer Blu-ray Discs as well as Ultra HD Blu-ray Discs) are offered.

Semiconductor Segment

SINGULUS TECHNOLOGIES is active in the semiconductor market as a supplier of special purpose machines and offers the machine platforms TIMARIS and ROTARIS. The application range for the two machine platforms includes MRAM (magnetoresistive random access memory), sensory technology, power controllers and microelectromechanical systems (MEMS). The Company has also regrouped the

process solutions for the wet-chemical cleaning of electronic components to this segment.

The complete machines program of the Company is complemented by a global network for replacement parts and service activities.

Directly attributable income, expenses and assets are generally reported directly under the segments to which they are directly attributable in the segment reporting. Income, expenses, and assets which cannot be directly attributed to a given segment are allocated as a proportion of planned revenue for the fiscal year.

Management monitors the business segments' operating results separately in order to facilitate decisions regarding the allocation of resources and to determine the unit's performance.

The key figures for management are net revenue and EBIT (operating result). Liabilities are managed at the group level. Revenue and operating results were allocated to the operating segments as follows in 2024:

Segment Segment Segment SINGULUS
TECHNOLOGIES
"Solar" "Life Science" "Semiconductor" Group
2024 2023 2024 2023 2024 2023 2024 2023
in million € in million € in million € in million € in million € in million € in million € in million €
Gross revenue 39.0 39.0 23.3 23.9 21.7 10.3 75.9 73.2
Sales deduction and
direct selling costs
0.0 0.0 -0.1 -0.1 0.0 0.0 -0.1 -0.1
Net revenue 39.0 39.0 23.3 23.8 21.7 10.3 75.9 73.1
Operating result
(EBIT)
Amortization,
Depreciation, and
-6.1 -8.3 0.0 -1.5 5.4 -0.3 -0.7 -10.1
impairment -1.5 -1.7 -0.8 -0.9 -0.3 -0.2 -2.6 -2.8
Financial result -2.7 -1.4
Earnings before
taxes
-3.4 -11.5

The additions to capitalized development expenses concern the Solar segment with € 1.7 million (previous year: € 1.4 million).

Depreciation of capitalized development costs are attributable to the Solar segment at € 0.4 million (previous year: € 0.8 million) and the Life Science segment at € 0.2 million (previous year: € 0.4 million).

In the business year 2024, in the Solar division substantial sales were realized with the Chinese shareholder and major customer China National Building Materials (c. Note 34.). Of that revenue, € 9.9 million or 13.0 % of total revenue was attributable to this customer. In the reporting period, significant revenue was generated with one customer in the Life Science segment. Of that revenue, € 8.5 million or 11.2 % of total revenue was attributable to this customer.

The table below displays information by geographical region as of December 31, 2024, based on non-current assets:

Germany Rest of
Europe
North &
South
America
Asia Africa &
Australia
in million € in million € in million
in
million
in million
Non-current assets 18.5 0.0 0.3 0.2 0.0

The table below displays information by geographical region as of December 31, 2023, based on non-current assets:

Germany Rest of
Europe
North &
South
America
Asia Africa &
Australia
in million € in million € in million
in
million
in million
Non-current assets 18.5 0.0 0.1 0.2 0.0

Non-current assets include non-financial assets, deferred tax assets and assets from employee benefits.

Outside Germany, significant sales were generated in China (€ 25.6 million; previous year: € 18.0 million), the USA (€ 13.3 million; previous year: € 9.6 million) and Italy (€ 9.4 million; previous year: € 13.8 million) in the reporting year.

The following matrix splits sales in the period under review according to the individual segments and selected categories.

January 1, to
December 31, 2024
Solar Life Science Semiconductor Total
in million € in million € in million € in million €
Revenue by country
of destination
Germany 5.0 1.0 0.4 6.4
Rest of Europe 7.2 8.3 1.9 17.4
North and South
America
4.6 4.9 3.8 13.3
Asia 14.1 9.1 15.6 38.8
Africa & Australia 0.0 0.2 0.0 0.0
30.9 23.3 21.7 75.9
Revenue by country
of destination
Germany 29.5 17.0 19.6 66.1
Rest of Europe 0.0 0.3 0.2 0.5
North and South
America
0.6 2.6 1.2 4.4
Asia 0.8 3.4 0.7 4.9
Africa & Australia 0.0 0.0 0.0 0.0
31.0 23.3 21.7 75.9
Products and
services
Production facilities 25.9 16.6 19.5 61.9
Service and spare
parts
5.0 6.7 2.2 14.1
30.9 23.3 21.7 75.9
Revenue
recognition date
Periodic revenue
recognition
20.9 14.3 19.3 54.6
Revenue recognition
as of a specific date
10.0 9.0 2.4 21.4
30.9 23.3 21.7 75.9

The Group reports an amount of € 77.4 million (previous year: € 54.7 million) as outstanding orders on hand for performance obligations that have not yet been fulfilled or have only been partially fulfilled. These are expected to be performed in the next 24 months.

January 1, to
December 31, 2023
Solar Life Science Semiconductor Total
in million € in million € in million € in million €
Revenue by country
of destination
Germany 3.3 8.1 1.2 12.6
Rest of Europe 16.9 1.5 2.2 20.6
North and South
America
0.5 6.4 0.9 7.8
Asia 18.3 7.8 6.0 32.1
Africa & Australia 0.0 0.1 0.0 0.1
39.0 23.9 10.3 73.2
Revenue by country
of origin
Germany 38.0 18.3 8.0 64.3
Rest of Europe 0.0 0.5 0.3 0.8
North and South
America
0.0 2.4 0.3 2.7
Asia 1.0 2.7 1.7 5.4
Africa & Australia 0.0 0.0 0.0 0.0
39.0 23.9 10.3 73.2
Products and
services
Production facilities 36.3 14.9 8.7 59.9
Service and spare
parts
2.7 9.0 1.6 13.3
39.0 23.9 10.3 73.2
Revenue
recognition date
Periodic revenue
recognition
33.2 13.5 8.6 55.3
Revenue recognition
as of a specific date
5.8 10.4 1.7 17.9
39.0 23.9 10.3 73.2

Note 6 - Cash and cash equivalents

Bank balances earn interest at floating rates based on daily bank deposit rates. Shortterm deposits are made for periods ranging between one day and twelve months, depending on the relevant cash requirements of the Group. These earn interest at the relevant rates applicable to short-term deposits. The fair value of cash and cash equivalents is € 11.3 million (previous year: € 11.5 million). For reasons of materiality, no loss allowances are recognized on the basis of the expected credit loss model because the bank balances are available at short notice and the selected banks have excellent credit ratings (Standard & Poor's A-3 or better).

Note 7 - Financial assets subject to restrictions on disposal

The Company has cash deposits of € 1.3 million (previous year: € 3.2 million) in blocked accounts over which it has no power of disposal. Accordingly, these deposits are included as cash flows from financing activities in the consolidated statement of cash flows if they are linked to the Group's financing transactions. Due to the low probability of default and the resulting materiality aspects, no impairment is recognized for restricted cash and cash equivalents on the basis of the expected credit loss model.

Note 8 - Trade receivables and receivables from construction contracts

2024
in million €
2023
in million €
Trade receivables - current 4.1 3.0
Receivables from production contracts 10.2 17.2
Less allowances -0.1 -0.1
14.2 20.1

The value adjustments relate exclusively to trade receivables. As of December 31, 2024, bad debt allowances of a nominal € 0.1 million had been charged on trade receivables (previous year: € 0.1 million). The development of the valuation allowances is presented below:

2024
in million €
2023
in million €
As of January, 1
Allowances recognized in profit
0.1 0.1
or loss 0.0 0.0
Utilization 0.0 0.0
Reversals 0.0 0.0
As of December 31, 0.1 0.1

If trade receivables become uncollectible, the associated receivables and allowances are derecognized.

As of December 31, the age structure of trade receivables and receivables from construction contracts, taking into account specific bad debt allowances, are broken down as follows:

Total Not
due
Overdue by
in less than 30
days
30-60 days 60-90 days 90-180 days more than
180 days
in
in million
million
in million € in million € in million € in million € million
2024 14.3 13.8 0.3 0.1 0.0 0.0 0.1
2023 20.1 19.3 0.6 0.1 0.0 0.0 0.1

The overdue trade receivables are secured in the form of retention of title, insurance policies and letters of credit. With regard to trade receivables for which no bad debt allowance was charged, there were no indications as of the balance sheet date that the debtors would not meet their payment obligations.

Receivables from construction contracts arise when revenue can be recognized according to the stage of completion (using the cost-to-cost method) and the criteria set forth in IFRS 15.35 have been fulfilled, but this revenue cannot yet be invoiced to customers under the respective contract. The costs and estimated profits include directly allocable costs and all production-related overheads. Receivables from construction contracts are all recognized in current receivables. The receivables from construction contracts and the project-related prepayments offset against them break down as follows:

2024
in million €
2023
in million €
Aggregate amount of costs incurred and
recognized profits (less any recognized losses)
54.5 92.3
Prepayments received 44.3 -75.1
Receivables from production contracts 10.2 17.2

Gross amounts due to customers for construction contracts, which are reported as liabilities from construction contracts in a separate balance sheet item, break down as follows:

2024
in million €
2023
in million €
Aggregate amount of costs incurred and
recognized profits (less any recognized
losses)
143.3 75.7
Prepayments received -170.9 -100.3
Liabilities from construction contracts -27.6 -24.6

During the period under review sales over a certain period of time in the amount of € 54.5 million (previous year: € 55.3 million) were recognized.

Revenue from construction contracts include contract commissions amounting to € 0.1 million.

Of the € 24.6 million in liabilities from construction contracts as of December 31, 2023, € 10.8 million was invoiced in the fiscal year.

Liabilities from construction contracts in the amount of € 27.6 million were recognized. The realization as revenues is expected within the next 24 months.

Note 9 - Other receivables and other assets

Other receivables and other assets break down as follows:

2024 2023
in million € in million €
Prepayments made 3.8 2.7
Tax assets 1.1 0.8
8Miscellaneous 1.4 1.7
6.3 5.2

Tax assets for fiscal year 2024 essentially concern SINGULUS TECHNOLOGIES AG (€ 1.1 million) and result primarily from claims for VAT reimbursements. Prepayments to suppliers are generally short-term in nature. The creditworthiness of the individual suppliers is reviewed on a regular basis.

Note 10 - Inventories

The Group's inventories break down as follows:

2024 2023
in million € in million €
Raw materials, consumables, and supplies 18.2 23.4
Work in process 9.1 10.4
Less allowances -21.1 -21.1
6.2 12.7

The inventory allowances relate to reductions in value in accordance with the "lower of cost or net realizable value" principle.

During the 2024 fiscal year, € 0.3 million in write-downs to the net realizable value of inventories were reported (previous year: € 1.9 million).

The carrying amount of inventories recognized at net realizable value amounts to € 1.2 million (previous year: € 1.6 million).

In the reporting year, gains of € 0.2 million were generated from the reversal of impairment losses (previous year: € 0.1 million). This resulted from the sale of impaired parts.

Note 11 - Intangible assets

In fiscal years 2024 and 2023, intangible assets developed as follows (all amounts in million €):

Goodwill Other intangible
assets
Capitalized
development
costs
Total
Cost
As of January 1, 2023 21.7 76.8 122.1 220.6
Additions 0.0 0.1 1.5 1.6
Disposals 0.0 5.7 0.0 5.7
As of December 31, 2023 21.7 71.2 123.5 216.4
Additions 0.0 0.1 1,7 1.8
Disposals 0.0 0.0 0.0 0.0
As of December 31, 2024 21.7 71.3 125.2 218.2
Amortization and impairment
As of January 1, 2023 15.0 75.9 117.9 208.9
Additions to amortization (scheduled)
0.0 0.3 1.2 1.5
Additions to impairment losses (unscheduled)
0.0 0.0 0.0 0.0
Disposals 0.0 5.7 0.0 5.7
As of December 31, 2023 15.0 70.5 119.1 204.7
Additions to amortization (scheduled)
0.0 0.3 0.7 1.0
Additions to impairment losses (unscheduled)
0.0 0.0 0.0 0.0
Disposals 0.0 0.0 0.0 0.0
As of December 31, 2024 15.0 70.8 119.8 205.7
Carrying amounts December 31, 2023 6.7 0.7 4.4 11.8
Carrying amounts December 31, 2024 6.7 0.5 5.3 12.5

As of the balance sheet date, the Solar segment reported goodwill with a carrying amount of € 6.7 million (previous year: € 6.7 million). For further information on goodwill, please also refer to the comments under 4.5 "Goodwill" and 4.14 "Impairment of non-financial assets".

€ 1.7 million of the development costs incurred in fiscal year 2024 qualifies for recognition as an asset under IFRS (previous year: € 1.5 million). Amortization and impairment of capitalized development costs is recognized under research and development expenses in the consolidated income statement. Amortization of other intangible assets is allocated according to function within the consolidated income statement.

Note 12 - Property, plant & equipment

In fiscal years 2024 and 2023, property, plant and equipment developed as follows (all amounts in million €):

Land, Technical
equipment
&
Office &
operating
equipment
Total
own machines
buildings
Cost
As of January 1, 2023 9.9 8.5 8.6 27.0
Additions 0.0 0,8 1.0 1.8
Disposals 0.0 -0.3 -1.7 -2.0
As of December 31, 2023 9.9 8.5 8.6 27.0
Additions 0.3 0.0 0.5 0.8
Disposals 0.0 0.0 0.0 0.0
As of December 31, 2024 10.2 8.5 9.1 27.8
Amortization and impairment
As of January 1, 2023 5.9 6.2 8.4 20.5
Additions to amortization 0.5 0.3 0.4 1.2
(scheduled)
Additions to amortization
(unscheduled)
0.0 0.0 0.0 0.0
Disposals 0.0 -0.3 -1.5 -1.8
As of December 31, 2023 6.4 6.2 7.3 19.9
Additions to amortization 0.6 0.2 0.7 1.5
(scheduled)
Additions to amortization
(unscheduled)
0.0 0.0 0.0 0.0
Disposals 0.0 0.0 0.0 0.0
As of December 31, 2024 7.0 6.4 8.0 21.4
Carrying amounts December
31, 2023
3.5 2.3 1.3 7.1
Carrying amounts December
31, 2024
3.2 2.1 1.1 6.4

Note 13 - Other liabilities

Other liabilities are broken down as follows:

2024 2023
in million €
in million €
Outstanding liabilities to personnel 2.1 2.7
Executive Board and employee bonuses 0.9 0.9
Outstanding invoices 0.8 0.7
Financial reporting, legal and consulting fees 0.7 0.6
Services to be provided 0.1 0.7
Miscellaneous 2.8 3.1
7.4 8.7

In the fiscal year, commitments for performance-related payments of € 0.6 million (previous year: € 0.9 million) to members of the Executive Board, managing directors of subsidiaries, senior executives and employees were recognized as a liability.

Note 14 - Prepayments received

2024
in million €
2023
in million €
Prepayments from customers 3.2 5.8

Prepayments received as of December 31, 2024, mainly relate to advances for orders received by the Solar and Life Science segments for non-customer specific equipment, which are reported in inventories under work in process.

Note 15 - Share-based remuneration

The various share-based remuneration plans launched in previous years are described below:

In order to provide Executive Board members and senior executives with a long-term incentive, SINGULUS TECHNOLOGIES AG launched a phantom stock program. Each stock option under this program entitles the beneficiaries to subscribe to one virtual bearer share of the Company with a par value of € 1.00 each at the exercise price. The stock options were issued free of charge. The phantom shares are not settled in shares of the Company, but in cash. The cash settlement is determined on the basis of the difference between the exercise price and the relevant closing price.

Phantom Stock Program 2020 (PSP XVII and PSP XVIII)

By resolution dated April 3, 2020, the Supervisory Board resolved to issue 350,000 stock options to the Executive Board (PSP XVII). A further 140,000 stock options were issued to senior executives (PSP XVIII). The underlying phantom stock program corresponds to the 2015 program. The exercise price of these stock options is € 3.9200.

Phantom Stock Program 2022 (PSP XIX and PSP XX)

By resolution dated June 17, 2022, the Supervisory Board resolved to issue 250,000 stock options to the Executive Board (PSP XIX). A further 114,000 stock options were issued to senior executives (PSP XX). The underlying phantom stock program corresponds to the 2015 program. The exercise price of these stock options is € 3.622.

Phantom Stock Program 2023 (PSP XXI and PSP XXII)

By resolution dated November 16, 2023, the Supervisory Board resolved to issue 250,000 stock options to the Executive Board (PSP XXI). A further 114,000 stock options were issued to senior executives (PSP XXII). The underlying phantom stock program corresponds to the 2015 program. The exercise price of these stock options is € 1.742.

Phantom Stocks Program 2024 (PSP XXIII and PSP XXIV)

On April 11, 2024, the Supervisory Board resolved to issue 250,000 subscription rights to the Executive Board (PSP XXIII). A further 140,000 subscription rights were issued to managers (PSP XXIV). The underlying phantom stocks program corresponds to the program from 2015. The exercise price of these subscription rights is € 1.301.

The specific terms and conditions of the above phantom stock programs are as follows:

The term to maturity of the subscription right amounts to five years. The subscription rights can be exercised after lapse of the waiting period of two years at the earliest within a period of time of 14 trading days, beginning with the sixth trading day after the publication of the quarterly report for the first or third quarter, while during the first exercise period up to 25 % of the Phantom Stocks held by the beneficiary and within each additional exercise period semi-annually up to additional 25 % of subscription rights can be exercised.

For stock options issued under the Phantom Stock Programs, the reference price for all Tranches as of the exercise date must be at least 15.0% above the exercise price. If the subscription rights of an exercise Tranche cannot be exercised during the respective exercise period because the share price target was not achieved, the Phantom Stocks of this exercise Tranche can be exercised during the next or a following exercise period, if the share price target of the respective previous exercise Tranche(s) were achieved in the next or a following reference period. The reference period is the period of five trading days from the publication of the quarterly report, which is relevant for the beginning of the exercise period.

The development of the issued Tranches is presented below:

PSP XVII PSP XVIII
2024 2024
Change in stock options Number of
stock options
Average
exercise price
(€)
Number of
stock options
Average
exercise price
(€)
Outstanding as of beginning
of the
Fiscal year 250,000 3.9200 94,000 3.9200
Issued in the fiscal year
Revoked in the fiscal year - - - -
Exercised during the fiscal
year
- - - -
Expired in the fiscal year - - - -
Outstanding at the end of the
fiscal year
250,000 3.9200 94,000 3.9200
Exercisable at the end of the
fiscal year
- - - -
PSP XIX PSP XX
Change in stock options 2024
Number of
stock options
Average
exercise price
(€)
2024
Number of
stock options
Average
exercise price
(€)
For stock options issued
under the Phantom Stock
Programs, the reference price
for all Tranches as of the
exercise date must be at least
15.0% above the exercise
price.
Fiscal year
Issued in the fiscal year 250,000 3.622 114,000 3.622
Revoked in the fiscal year
Exercised during the fiscal
year
Expired in the fiscal year
Outstanding at the end of the
fiscal year
250,000 3.622 114,000 3.622
Exercisable at the end of the
fiscal year
187,500 63,000
PSP XXI PSP XXII
2024 2024
Change in stock options Number of
stock options
Average
exercise price
(€)
Number of
stock options
Average
exercise price
(€)
For stock options issued
under the Phantom Stock
Programs, the reference price
for all Tranches as of the
exercise date must be at least
15.0% above the exercise
price.
Fiscal year
Issued in the fiscal year 250,000 1.742 114,000 1.742
Revoked in the fiscal year
Exercised during the fiscal
year
Expired in the fiscal year
Outstanding at the end of the
fiscal year
250,000 1.742 114,000 1.742
Exercisable at the end of the
fiscal year
PSP XXIII PSP XXIV
2024 2024
Change in stock options Number of
stock options
Average
exercise price
(€)
Number of
stock options
Average
exercise price
(€)
Outstanding as of beginning
of the
Fiscal year - - --
Issued in the fiscal year 250,000 1,301 114,000 1,301
Revoked in the fiscal year - - - -
Exercised during the fiscal
year
- - - -
Expired in the fiscal year - - - -
Outstanding at the end of the
fiscal year
250,000 1,301 94,000 1,301
Exercisable at the end of the
fiscal year
- - - -

The subscription rights were priced according to a binomial model. This considers the limit of the payment to be made to an amount equal to three times the exercise price. The following parameter were used for the valuation of the subscription rights:

Tranche PSP XIX PSP XX PSP XXI PSP XXII
Jun. 17, Jun.17, Nov. 16, Nov. 16,
Grant date 2022 2022 2023 2023
Exercise price 3.622 € 3.622 € 1.742 € 1.742 €
Dividend yield 0.00 % 0.00 % 0.00 % 0.00 %
Interest rate 1.97 % 1.97 % 2.01 % 2.01 %
Volatility of
SINGULUS TECHNOLOGIES
77.41 % 77.41 % 78.25 % 78.25 %
Fair value of each stock
option as of December 31,
2024
0.181 € 0.175 € 0.407 € 0.402 €
Tranche PSP XXIII PSP XXIV
Nov. 11, Nov. 11,
Grant date 2024 2024
Exercise price 1.301 € 1.301 €
Dividend yield 0.00 % 0.00 %
Interest rate 2.03 % 2.03 %
Volatility of
SINGULUS TECHNOLOGIES 76.73 % 76.73 %
Fair value of each stock
option as of December 31,
0.451 € 0.448 €
2024

The forecast for the expected volatility was derived from the historic share price movements of the SINGULUS TECHNOLOGIES AG. The historic calculation period corresponds to the term to maturity of the subscription rights.

In the financial year, the valuation of phantom stocks resulted in an expense of € 21k (previous year: income of € 59k). The provision for phantom stock programs amounted to € 164k as at the balance sheet date (previous year: € 137k).

At the balance sheet date, the option had a weighted averaging remaining maturity of 3.3 years (previous year: 3.3 years).

The program was treated as a cash-settled share-based payment within the meaning of IFRS 2.

Note 16 - Financing liabilities from bond issue

The security bond (ISIN DE000A2AA5H5) with a volume of € 12.0 million was issued in July 2016. The term to maturity is ten years until July 22, 2026, the annual coupon amounts to 4.50 % and the redemption amount is 105 %. The bond is mainly secured by unrestricted cash (€ 7.2 million), receivables (€ 2.2 million), inventories (€ 4.7 million), property, plant and equipment (€ 1.1 million) and intangible assets (€ 5.8 million) of SINGULUS TECHNOLOGIES AG. The collateral can be claimed by the joint representative in the event of a breach of the bond terms and conditions and termination of the bond without notice.

This would result in the liquidation of the collateral in favor of the bondholders. The above figures are the carrying amounts recognized in accordance with IFRS as of December 31, 2024. The joint representative checks the Company's compliance with the bond terms and conditions on a regular basis. In the event of a violation, the bond may be terminated early.

Financial liabilities accounted for at amortized costs resulted in a net loss of € 2.8 million in the period under review (previous year: € 2.1 million). The net losses are attributable to interest payments. Please refer to Note 32.

Note 17 - Financial liabilities from loans and other financial liabilities

In order to secure the continued existence of the Company and thus of the Group, the Company signed an agreement with the major shareholder CNBM with effect from February 3, 2023, for the provision of liquid funds in the amount of € 20.0 million. In return, the Company granted various options with respect to rights in connection with knowledge in the area of solar technology. The total volume was received by the Company in two Tranches in the amount of € 9.6 million in March 2023 and in the amount of € 10.4 million in early April 2023.

In an agreement dated December 30, 2024, Triumph and SNGULUS TECHNOLOGIES agreed to offset financing liabilities in the amount of € 10.3 million against existing trade receivables. In addition, a portion of the financing liabilities was reclassified as prepayments on existing contracts for the manufacture and delivery of systems in the amount of € 9.7 million. This eliminated the Company's obligation to repay the financing in the amount of € 20.0 million.

To secure liquidity, SINGULUS TECHNOLOGIES AG has had a loan of € 10.0 million from the Bank of Shanghai since April 2024. Repayment of the loan is guaranteed by China National Building Material Group Corporation, Beijing/China (CNBM), the parent Company of the Chinese majority shareholder Triumph Science & Technologies Co. Ltd, Beijing/China (Triumph). The term of the agreement is twelve months. The Executive Board expects this loan to be extended in good time with the support of the guarantor CNBM.

To bridge short-term liquidity bottlenecks, China Triumph International Investment Company Limited, Hong Kong/China (CTIIC), a sister Company of the main shareholder Triumph, provided the Company with a financing commitment under the letter of comfort with a volume of € 6.0 million with effect from August 19, 2024. This was utilized in full by the end of the 2024 financial year. In return, the Company grants rights in connection with know-how in the field of thin-film technology. The transfer of know-how and repayment were agreed for the end of February 2025. Due to ongoing negotiations on the final terms of the transaction, the term of the agreement was extended until April 30, 2025.

As of December 31, 2024, there were still financial liabilities from taking out a super senior loan in connection with the bond in the amount of € 4.0 million. In addition, there are liabilities from taking out unsecured loans in the amount of € 2.0 million.

Note 18 - Pension provisions

Pension plans were granted by SINGULUS TECHNOLOGIES AG and by the previous HamaTech AG. They are defined benefit plans in both cases.

HamaTech AG's benefit obligations were transferred to SINGULUS TECHNOLOGIES AG in connection with the merger in fiscal year 2009. HamaTech AG's pension plan, which was transferred in the merger, was operated solely for former members of that Company's Executive Board.

At SINGULUS TECHNOLOGIES AG Company pension schemes in the form of direct pension commitments are only provided for some of the employees. On the one hand, beneficiaries are those employees who were employed at Leybold prior to the founding of the Company in 1995 in accordance with the pension directives there in the versions dated January 1, 1969 and January 1, 1986 and, on the other hand, some former Executive Board members as well as a few employees who were granted corporate pension benefits based on an individual contract. New pension commitments have not been issued for some time. In particular, there are no pension plans open for new employees.

The existing pension obligations are all based on defined benefit plans. In a special case based on individual contractual arrangements, a one-time capital payment is promised when the age limit is reached, otherwise all benefits are in the form of lifetime pensions upon disability, age, or death (to survivors). The amount of the pensions is contractually stipulated for the individual commitments. The commitments under the Leybold pension directives are based on the length of service in the Company and the pensionable income; the total pension from the Company pension and statutory pensions have an upper limit that may not exceed the last net pay received. The age limit is the last day on which the beneficiary is 65.

All benefits are financed internally by the regular accumulation of provisions. There are no plan assets within the meaning of IAS 19, nor are there other employers' pension insurance plans.

The Company is not charged with taxes or social security contributions on the retirement benefits.

Other than the general risks arising from interest rates, inflation, longevity and case law, there are no special risks specific to the Company for these pension commitments. The longevity risk is taken into account through the use of cohort tables when calculating the obligation. The cohort tables make appropriate assumptions, in particular with respect to the further increase in life expectancy in the future.

The risk of inflation is factored in sufficiently by a long-term estimate of 2.20 % p.a. when calculating the obligation based on current knowledge. Moreover, this risk primarily impacts the adjustment when reviewing current pensions. Currently, there are no known risks arising from labor law by virtue of supreme court rulings which would impact the commitments.

HamaTech AG's pension plan, which was transferred in the merger, was operated solely for former members of that Company's Executive Board.

The pension plan is not covered by plan assets. Pension provisions are determined on the basis of an independent actuarial report. Pension benefits under the plan are based on a percentage of the employees' current pensionable compensation and their years of service.

The pension obligations and underlying assumptions are described below.

The change in SINGULUS TECHNOLOGIES AG's pension obligations as of December 31, 2023, and 2022 is presented in the following tables:

Change in pension obligations: 2024 2023
in million € in million €
Present value at the beginning of the fiscal year 12.2 11.4
Recognized in profit or loss:
Service cost 0.1 0.1
Interest expense 0.4 0.4
Recognized in other comprehensive income:
Actuarial gains/losses from:
financial assumptions -0.1 0.8
demographic assumptions 0.0 0.0
experience-based adjustments 0.0 0.0
Miscellaneous
Payments made -0.6 -0.6
Present value at the end of the fiscal year 11.9 12.2

Net pension expenses break down as follows:

2024
in million €
2023
in million €
Service cost 0.1 0.1
Interest expense 0.4 0.4
0.5 0.5

While service costs were mainly recognized under selling costs and general and administrative expenses as well as the cost of sales, interest expense was disclosed in the financial result.

The figures for the current and previous four periods are as follows:

2024 2023 2022 2021 2020
in in in in in
million € million € million € million € million €
Present value of the defined benefit obligation 11.9 12.2 11.4 15.4 17.0

The assumptions underlying the calculation of the pension provision are as follows:

2023 2022
Biometrics Heubeck
2018 G
actuarial
Heubeck
2018 G
actuarial
Discount rate (future pensioners) tables
3.45 %
tables
3.40 %
Discount rate (current pensioners) 3.45 % 3.40 %
Estimated future wage and salary increases 2.50 % 2.50 %
Estimated future pension increases 2.20 % 2.20 %

As of December 31, 2024, the weighted average term of the defined benefit obligation was 12.45 years.

Contributions by the Company to the statutory pension insurance system amounted to € 1.6 million in the year under review. This is a defined contribution plan.

In addition, members of the Executive Board received a defined-contribution Company pension benefit financed by the Company. € 0.4 million was paid out for this in the year under review.

Keeping all other assumptions constant, from a reasonable perspective, possible changes to one of the significant actuarial assumptions as of the reporting date would have affected the defined benefit obligation in the following amounts.

Defined benefit obligation
Effect in million € Increase Decrease
Discount rate (0.5 percentage point change) -0.7 0.8
Estimated future wage and salary increases (0.25 percentage
point change)
0.0 0.0
Estimated future pension increases (0.25 percentage point
change)
0.3 -0.3
Life expectancy (+1 year change) 0.7 -

The premiums expected for fiscal year 2025 amount to € 0.6 million.

Note 19 - Other provisions

Other provisions developed as follows in the fiscal year:

Jan. 1, 2024 Utilizations Reversals AdditionsDec. 31, 2024
in million € in million € in million € in million € in million €
Warranties 7.4 0.0 -7.7 3.4 3.1
Miscellaneous 0.6 0.0 0.0 0,0 0,6
8.0 0.0 -7.7 3.4 3.7

Provisions for warranty costs are recognized as a percentage of product cost. The percentages used are derived from experience for each product type and range between 2.00% (previous year: between 2.75% and 4.00 %). The guarantee period, and thus a possible utilization, ranges from 2 months to 12 months as of December 31, 2024.

Note 20 - Provisions for restructuring measures

Provisions for restructuring measures developed as follows in the fiscal year:

Jan. 1,
2024
Additions Utilizations Reversals Dec. 31,
2024
in million
in million € in million €in million € in million €
Provisions for restructuring
measures
0.3 0.0 0.0 -0.2 0.1

The remainder of the provisions will presumably be used in the fiscal year 2025.

Note 21 - Shareholders' equity

On September 21, 2017, SINGULUS TECHNOLOGIES AG disclosed in accordance with section 92 (1) AktG that half of its share capital had been eroded as of August 31, 2017. This loss was announced to the shareholders at an extraordinary shareholders' meeting on November 29, 2017. In the course of the extraordinary general meeting on October 29, 2021, pursuant to Art. 92 Para. 1 AktG the Executive Board again reported on the loss of the nominal capital pursuant to HGB of the parent Company.

As of December 31, 2024, the subscribed share capital amounted to € 8,896,527.00, divided into 8,896,527 bearer shares with a par value of € 1.00. Authorized capital 2023/1 amounted to € 4,448,263.00 as of the balance sheet date.

Other reserves

Other reserves include currency translation differences from translating the financial statements of foreign entities as well as actuarial gains and losses from pension commitments.

Capital reserves

The capital reserves amounting to € 19.8 million result from capital increases in previous years.

For information on the capital management principles, please refer to the Status Report.

Note 22 - Tax expense/tax income; deferred tax assets/deferred tax liabilities

2024
in million €
2023
in million €
0.0 0.0
0.1 0.0
0.1 0.0
2.1 -1.6
-0.2 -0.1
1.9 -1.7
2.0 -1.7

The disclosures on income taxes for 2024 and 2023 are as follows:

Pursuant to German tax law, the income taxes comprise corporate income tax, trade income tax and the solidarity surcharge.

Deferred tax assets relate to the following:

2024 2023
in million €
in million €
Inventories 3.4 5.2
Pension provisions 1.3 1.4
Trades receivables 0.2 0.1
Goodwill 0.2 0.3
Deferred taxes on loss carryforwards 7.3 4.4
Fixed assets 0.2 0.2
Other liabilities 0.5 0.3
13.1 11.9
Netting with deferred tax liabilities -12.7 -11.7
Deferred tax assets 0.2 0.2

The deferred tax assets (before netting with deferred tax liabilities) of € 13.1 million were below the prior year's level (€ 11.9 million). After being offset against deferred tax liabilities, there were deferred tax assets in the amount of € 0.2 million (previous year: € 0.2 million).

Deferred tax assets developed as follows:

2024 2023
in million € in million €
Balance as of January 1 0.2 0.1
Recognized in other comprehensive income:
Change in actuarial
gains and losses from pension commitments 0.0 -0.2
Recognized through profit and
loss:
Change in temporary differences -4.9 -2.8
Netting with deferred tax liabilities 4.9 2.7
Balance as of December 31 0.2 0.2

As of December 31, 2024, SINGULUS TECHNOLOGIES AG (excl. foreign operating facilities) had preliminary corporate income tax loss carryforwards in the amount of € 249.2 million (previous year: € 240.9 million) and municipal trade tax loss carryforwards of € 241.0 million (previous year: € 232.9 million). In 2024, € 1.3 million was added to the € 20.4 million in interest carryforwards from previous years; this amounted to € 21.7 million as of December 31, 2024.

Deferred tax assets are recognized for all temporary differences and for all unused tax loss carry forwards to the extent that it is probable that taxable profit will be available against which the tax assets can be utilized. In accordance with IAS 12.34f in conjunction with IAS 12.31, in addition to the fact that this is 60% netted with deferred tax liabilities, there were no domestic deferred tax assets in the balance sheet due to the history of losses by SINGULUS TECHNOLOGIES AG.

In accordance with the disclosures under 4.14 Impairment of assets, the Company expects a positive business development and SINGULUS TECHNOLOGIES AG to utilize existing loss carryforwards to a limited extent in the next three fiscal years.

Deferred tax liabilities break down as follows:

2024 2023
in million € in million €
Receivables and liabilities 16.3 13.6
from construction contracts
Capitalized development costs
1.5 1.0
17.8 14.6
Netting with deferred tax assets -12.9 -11.7
4.9 2.9

Deferred tax liabilities total € 17.8 million (before being offset against deferred tax assets), lower than the previous year's figure (€ 14.6 million). This is a result of lower temporary differences for receivables and liabilities from construction contracts. After being offset against deferred tax assets, deferred tax liabilities amounted to € 4.9 million (previous year: € 2.9 million).

Deferred tax liabilities developed as follows:

2024 2023
in million € in million €
Balance as of January 1 2.9 4.8
Recognized through profit and
loss:
Change in temporary differences -2.8 -4.7
Netting with deferred tax assets 4.8 2.8
Balance as of December 31 4.9 2.9

The number of the temporary differences related to investments in subsidiaries for which no deferred tax liabilities have been recognized totaled € 0.3 million.

The effective tax rate in Germany (for corporate income tax, trade tax and the solidarity surcharge) was 29.13% (previous year: 29.13%). The effective tax rate is reconciled to the actual tax rate as follows:

2024
in million €
2023
in million €
Consolidated earnings before taxes -3.4 -11.5
Anticipated tax *
Adjustment of temporary differences and loss and interest
carryforwards of the current period for which no deferred
-1.0 -3.5
taxes were recognized -1.0 1.8
Other permanent differences 0.0 0.0
Current taxes * -2.0 -1.7

* A minus sign denotes tax income

The most recent tax field audit of SINGULUS TECHNOLOGIES AG covered the period from 2014 up to and including 2016.

Note 23 - Earnings per share

For the calculation of the undiluted earnings per share the earnings attributable to the bearers of the common shares of the parent Company are divided by the weighted average number of shares in circulation during the period under review.

For the calculation of the diluted earnings per share the earnings attributable to the bearers of the common shares of the parent Company are divided by the weighted average number of common shares in circulation during the period under review in addition to the weighted average number of shares resulting from the conversion of all potential common shares with dilution effect into common shares. Dilution effects were neither recorded in the period under review nor in the same period one year ago.

The following table includes the amounts applied for the calculation of the undiluted and diluted earnings:

2024 2023
in million € in million €
Profit attributable to owners of the parent for calculating basic
earnings per share
-3.7 -9.8
Weighted average number of ordinary shares used to calculate basic
earnings per share
8,896,527 8,896,527
Dilutive effect - -
Average weighted number of common shares
adjusted for dilutive effect 8,896,527 8,896,527

In the period from the balance sheet date until the drawing up of the consolidated financial statements there were no transactions of common shares or potential common shares.

Note 24 - Sales deductions and direct selling costs

The sales reductions include all cash discounts granted. Direct selling costs essentially include expenses for commissions.

Note 25 - Cost of materials

The cost of sales for fiscal year 2024 includes material costs of 42.3 € million (previous year: € 39.7 million).

Note 26 - Personnel expenses

The income statement for fiscal year 2024 includes personnel expenses in the amount of € 29.8 million (previous year: € 27.8 million). Expenses for wages and salaries in the year under review totaled € 24.2 million (previous year: € 22.7 million); expenses for social security contributions totaled € 4.6 million (previous year: € 4.6 million); postemployment expenses were € 1.0 million (previous year: € 0.4 million).

Note 27 - Depreciation and amortization

Depreciation and amortization expenses amounted to € 2.6 million (previous year: € 2.8 million).

Note 28 - General administrative expenses

Administrative expenses include management expenses, HR expenses and finance and accounting expenses as well as the premises and vehicle expenses attributable to such areas. Ongoing IT costs, legal and consulting fees, investor relations costs as well as costs of general meetings and the financial statements are also recognized in this item.

Note 29 - Research and development

Research and development costs relate not only to research and non-capitalizable development costs but also to the amortization of capitalized development costs of € 0.7 million (previous year: € 1.2 million). Totaling € 12.3 million in 2024, the expenditures for research and development (including development services included in cost of sales) were slightly over the prior-year level (€ 11.9 million). € 1.7 million of these expenditures were capitalized (previous year: € 1.5 million). A total of € 10.6 million in expenditure for research and development was not capitalized and is reported in the income statement. The difference of € 5.7 million between the total noncapitalized expenditure for research and development (€ 10.6 million) and the amount reported in the income statement (€ 4.9 million) is included in the cost of sales.

The Company received national and EU grants amounting to € 0.7 million in the fiscal year (previous year: € 0.4 million).

Note 30 - Other operating income/expenses

In the reporting year, the other operating income includes primarily income from the reversal of provisions and liabilities amounting to € 0.9 million (previous year: € 0.5 million).

Other operating expenses in the fiscal year primarily included foreign currency losses amounting to € 0.3 million (previous year: € 0.5 million).

Note 31 - Financial income and financing expenses

The financial income / financing expenses break down as follows:

2024 2023
in million € in million €
Financing income from the valuation of interest-free debt
financing
0.0 0.7
Financing expenses from loans -0.9 -0.6
Interest expenses from leases 0.0 0.0
Finance costs from the
bond issue (including incidental expenses) -0.8 -0.5
Interest expense from interest accrued on the pension
provisions
-0.4 -0.4
Other financing expenses and income -0.7 -0.5
-2.7 -1.3

The financing costs from the bond issue result from the bonds issued in 2016.

Note 32 - Leases

As a lessee, the Group leases various assets, including real estate, motor vehicles and IT equipment. The leases for IT equipment are of low value, meaning that no right-ofuse assets or lease liabilities are recognized in accordance with IFRS 16.

i. Right-of-use assets

None of the right-of-use assets in connection with real estate leases meet the definition of investment property. These properties are reported under property, plant, and equipment. For more details, please refer to Note 12.

in million € Land and buildings Operating and office
equipment
Total
January 1, 2024 0.2 0.8 1.0
Depreciation charge -0.1 -0.2 -0.3
Additions of right-of-use assets 0.1 0.2 0.3
Disposals of right-of-use assets 0.0 0.0 0.0
31. December 31, 2024 0.2 0.8 1.0

II. Amounts recognized in the income statements

2024 in million €
Interest expenses for lease liabilities 0.0
Expenses for leases with underlying assets of low value 0.1
Total 0.1

III. Amounts recognized in the statement of cash flows

2024 in million €
Total cash outflows for right-of-use assets 0.6
Total cash outflows for assets of low value 0.1

As of December 31, 2024, the future minimum payments arising from leases in the Group were:

in million €
2025 0.5
2026 0.4
2027 0.1
2028 and thereafter 0.0
1.0

The amounts recognized in the cash flow statement for expenses for short-term leases amount to € 0.1 million.

The amounts recognized in the income statement for expenses for short-term leases amount to € 0.1 million.

Note 33 - Events after the Balance Sheet Date

There were no further events after the end of the fiscal year requiring disclosure.

Note 34 - Related party disclosures

In accordance with IAS 24, those people and companies which are able to exercise control or a significant influence over SINGULUS TECHNOLOGIES AG are deemed related parties. At the balance sheet date, the members of the Supervisory Board and the Executive Board of SINGULUS TECHNOLOGIES AG and associates were identified as related parties.

The Company's Articles of Association were amended with effect from January 24, 2024. Accordingly, the Company's Supervisory Board is to be expanded to include a fourth member. At the proposal of the Supervisory Board, Mr. Denan Chu was elected to the Supervisory Board by the Annual General Meeting on 14 December 2023. Mr. Denan Chu works full-time for the major shareholder, CNBM.

In accordance with the articles of incorporation, the Supervisory Board of SINGULUS TECHNOLOGIES AG has three members. During the business year 2024 the members of the Supervisory Board included:

Dr.-Ing. Wolfhard Leichnitz, Essen, Chairman

Dr. Silke Landwehrmann, Düsseldorf, Deputy Chairwoman (until January 17, 2024)

Dr. Changfeng Tu, Düsseldorf, Deputy Chairman since 17 January 2024

Martina Rabe, Stuttgart, Member since January 17, 2024 (until June 18, 2024)

Denan Chu, Beijing, China, Member since January 24, 2024

Dr. Jutta Menninger, Munich, Member since July 25, 2024

Dr. rer. pol. Silke Landwehrmann has resigned from her office as a member of the Supervisory Board of SINGULUS TECHNOLOGIES AG for personal reasons as of January17, 2024.

Ms. Martina Rabe, Dipl. Bankbetriebswirtin, was proposed to the local court in charge by the Executive Board as a substitute member and appointed by the court as a member of the Supervisory Board with effect from January 17, 2024, until the next Annual General Meeting. Ms Rabe resigned from the Supervisory Board for personal reasons with effect from June 18, 2024. One seat on the Supervisory Board was therefore temporarily vacant. Dr. Jutta Menninger was elected to the Supervisory Board by the Annual General Meeting with effect from 25 July 2024.

The above members of the Supervisory Board were elected for the period until the end of the annual shareholders' meeting that resolves the ratification of their actions for the fourth fiscal year following the beginning of their term of office; the fiscal year in which their term of office begins is not included in this calculation.

In addition to compensation for expenses, each member of the Supervisory Board is entitled to fixed remuneration of € 40 thousand for each full fiscal year of board membership. The Chairman receives twice this amount, the Deputy Chairwoman one and a half times this amount. Members of the Supervisory Board not sitting on the Board for the full business year will receive a pro-rata compensation.

For their work in the fiscal year, the Supervisory Board members are therefore entitled to fixed remuneration in accordance with the articles of incorporation of € 180k (previous year: € 180k).

Dr.-Ing. Leichnitz held a total of 245 shares in the Company as of December 31, 2024 (previous year: 245 shares). Dr Landwehrmann held a total of 2,000 shares in the Company until she left the Company (previous year: 2,000 shares).

Companies are deemed related parties if they are able to exert control or a significant influence over the reporting entity and hence SINGULUS TECHNOLOGIES AG (associates). With effect from September 20, 2018, Triumph Science and Technology Group Co., Ltd (a wholly owned subsidiary of China National Building Materials, Beijing, China, "CNBM") acquired 13.11% of shares in SINGULUS TECHNOLOGIES AG. In January 2019, CNBM acquired a further 3.64% of shares in the Company. Its shareholding of SINGULUS TECHNOLOGIES AG was thus 16.75%. At the same time, CNBM is currently the Company's largest customer and has therefore been classified as a related party within the meaning of IAS 24 since September 20, 2018.

During the period from January 1 to December 31, 2024, revenue amounting to € 9.9 million was generated from the manufacturing and delivery of equipment for CNBM and its subsidiaries. As of the balance sheet date, liabilities from production orders amounted to € 22.4 million. Outstanding liabilities from construction contracts with related parties include long-term contracts and are to be fulfilled up to 24 months after the reporting date. In addition, CNBM has provided the Company with financing of € 20.0 million in 2023. In an agreement dated December 30, 2024, Triumph and SNGULUS TECHNOLOGIES agreed to offset financing liabilities in the amount of € 10.3 million against existing trade receivables. In addition, a portion of the financing liabilities was reclassified as prepayments on existing contracts for the manufacture and delivery of systems in the amount of € 9.7 million. This eliminated the Company's obligation to repay the financing in the amount of € 20.0 million (see Note 17). At the same time, CNBM provides collateral in favor of the Company for a bank loan of € 10.0 million. None of the balances are collateralized.

Occupation Membership of other
supervisory boards and
similar oversight bodies
Dr.-Ing. Wolfhard Leichnitz Construction engineer None
Dr. Silke Landwehrmann1 Graduate businesswoman,
CEO of Aumund Foundation
Rheinberg
Wuppermann AG,
Leverkusen,
Deputy Chairwoman
Martina Rabe2 Dipl. Bank Business
Economist,
Senior Consultant at Norton
Rose Fulbright LLP,
Stuttgart
None
Dr. Changfeng Tu Lawyer None
Denan Chu Engineer (mechanics /
electronics)
Board Secretary, General
Counsel and Chief
Compliance Officer at
Triumph Science &
Technology Group Co. Ltd.,
Peking
Board Member of
China
National Equipment Group
Corporation
Dr. Jutta Menninger3 B Business graduate
Chartered Accountant / Tax
Consultant
Managing Director of
DJM
Steuerberatungs
gesellschaft mbH
None

The current occupations of Supervisory Board members are listed as follows:

1 Pursuant to the order of the Local Court of Aschaffenburg dated January 17, 2024, recalled

2 Pursuant to the order of the Local Court of Aschaffenburg dated January 17, 2024, appointed

3 Elected to the Supervisory Board by the Annual General Meeting on July 25, 2024 at the proposal of the Supervisory Board

In the business year 2024 the Executive Board was comprised of the following members:

Dr.-Ing. Stefan Rinck (until December 31, 2024) Chief Executive Officer Dipl.-Oec. Markus Ehret Chief Financial Officer Lars Lieberwirth (since December 1, 2024) Chief Operating Officer, Production and Service Officer

The total remuneration received by the Executive Board in the reporting period was as follows:

2024
Fixed
remuneration
Other
compensation
Variable
remuneration
Components
with long-term
incentive
Total
in '000 € in '000 € in '000 € in '000 € in '000 €
Dr.-Ing. Stefan Rinck 440 53 106 68 667
Dipl.-Oec. Markus Ehret 330 35 80 45 490
Lars Lieberwirth 21 0 5 26
791 88 191 113 1,183

The remuneration of the Executive Board for the previous year is broken down as follows:

2023
Fixed
remuneration
Other
compensation
Variable
remuneration
Components
with long-term
incentive
Total
in '000 € in '000 € in '000 € in '000 € in '000 €
Dr.-Ing. Stefan Rinck 440 52 106 104 702
Dipl.-Oec. Markus Ehret 300 34 72 69 475
740 86 178 173 1,177

Members of the Executive Board receive a defined-contribution Company pension benefit financed by the Company. The Company grants Executive Board members an annual pension contribution amounting to a certain percentage of their respective gross annual fixed remuneration. This amounted to 59.97 % for Dr.-Ing. Stefan Rinck from January 1, 2012, and 31.58 % for Mr. Markus Ehret. The annual pension contributions for the Company paid in the year 2024 amounted to T€ 360 (previous year: T€ 359), with T€ 264 (previous year: T€ 264) attributable to Dr.-Ing. Stefan Rinck and T€ 96 (previous year: T€ 95) attributable to Mr. Markus Ehret.

Former members of the Executive Board of SINGULUS TECHNOLOGIES AG received total remuneration of € 0.5 million in the fiscal year. As of December 31, 2024, the provisions for pension claims for former board members stood at € 5.3 million.

In addition, the members of the Executive Board held the following number of shares in SINGULUS TECHNOLOGIES AG from their own purchases as of the fiscal year-end:

2024 2023
shares shares
Dr.-Ing. Stefan Rinck 122 122
Dipl.-Oec. Markus Ehret 43 43
165 165

Note 35 - Disclosures on shareholdings

Equity
interest
%
Shareholders'
equity
in '000 €
Net income/
loss
in '000 €
Germany
SINGULUS CIS Solar Tec GmbH, Kahl am Main,
Germany 100 9 -2
SINGULUS New Heterojunction Technologies
GmbH, Kahl am Main, Germany 100 -320 9
International *
SINGULUS TECHNOLOGIES Inc.,
Windsor, USA 100 8,307 -500
SINGULUS TECHNOLOGIES MOCVD
Inc., Windsor, USA 100 -659 0
SINGULUS TECHNOLOGIES ASIA Pacific
Pte. Ltd., Singapore 100 2,176 783
SINGULUS TECHNOLOGIES LATIN AMERICA
Ltda., Sao Paolo, Brazil 98.8 -5,970 -1.570
SINGULUS TECHNOLOGIES FRANCE
S.A.R.L., Sausheim, France 100 270 -35
SINGULUS TECHNOLOGIES TAIWAN Ltd.
Taipeh, Taiwan 100 -1,820 120
SINGULUS TECHNOLOGIES SHANGHAI Co. Ltd.
, Shanghai, China 100 -489 -232
SINGULUS TECHNOLOGIES CHANGSHU Co., 100 -3 -3
Ltd., Changshu City, China
HamaTech USA Inc.,
Austin/Texas, USA 100 -1,228 2

* Equity and net income/loss were taken from the IFRS annual financial statements

SINGULUS TECHNOLOGIES Inc., Windsor, USA, wholly owns SINGULUS TECHNOLOGIES MOCVD Inc.

1.2% of the interest in SINGULUS TECHNOLOGIES LATIN AMERICA Ltda. is held by New Heterojunction Technologies GmbH.

Effective May 2024, SINGULUS TECHNOLOGIES AG founded a new subsidiary, SINGULUS TECHNOLOGIES CHANGSHU Co, Ltd, Changshu City, China.

Note 36 - Financial risk management

The financial liabilities included in the consolidated financial statements mainly relate to the bond placed in 2016 (see Note 16) and loans (see Note 17). The Group has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations.

In accordance with group policy, in fiscal year 2024 no derivatives trading took place nor will it take place in the future for speculative purposes.

The operating and financing activities can essentially give rise to interest rate, credit, liquidity, and foreign currency risks.

The individual risks are described in greater detail below. Additional remarks may be found in the risk report within the Status Report.

Foreign currency risk

Foreign currency risks from operations abroad are assessed as part of a risk analysis. Some sales of the SINGULUS TECHNOLOGIES Group are subject to the US dollar (USD) currency risk. Risks from foreign currencies are continually assessed as part of the risk management system.

The following table shows the sensitivity of consolidated earnings before taxes (due to the change in the fair values of monetary assets and liabilities) and of consolidated equity (due to the changes in fair values of forward exchange contracts recognized in other comprehensive income) to a change in the USD/€ exchange rate generally possible based on reasonable judgment. All other factors remain unchanged.

Price change Effect on Effect on
of USD earnings before taxes Shareholders' equity
in million € in million €
2024 +10 % -0.2 0.0
-10 % 0.1 0.0
2023 +10 % -0.6 0.0
-10 % 0.5 0.0

The effect of potential changes in the USD exchange rate on SINGULUS TECHNOLOGIES' earnings results from bank balances, unhedged trade receivables and payables as well as unhedged intragroup receivables and payables denominated in USD. As of the balance sheet date, the net value of these items amounted to USD 0.4 million.

Liquidity risk

The SINGULUS TECHNOLOGIES Group is highly dependent on the future development of business activities from the operating customer business both with regard to the achievement of the expected key financial figures and the further development of liquidity in fiscal year 2025. Sufficient liquidity for the Company and the Group in the next 24 months after the end of the 2024 financial year can only be maintained if the planning can be realized in this period. Key prerequisites in the planning are that the partial payments to be made on the basis of the orders already contracted are actually made or are not made with a material delay. In addition, the acquisition of further major projects in the 2025 and 2026 financial years is necessary.

The Group still has access to bank guarantee lines in the amount of € 20.8 million. € 1.1 million of these had been drawn down as of the end of the fiscal year. Cash and cash equivalents (€ 1.4 million) have been deposited as security for these loan commitments until the contract is fulfilled. For further details, please refer to Note 4.

The table below summarizes the maturity profile of the Group's financial liabilities as of December 31, 2024. The disclosures are made on the basis of the contractual, nondiscounted payments.

Fiscal year ended Payable
on
Up to 3 3 to 12 1 to 5 More
than 5
December 31, 2024 demand months months years years Total
in million € in million
in million
in million
in million
in million
Bond repayment 0.0 0.0 0.0 11.8 0.0 11.8
Bond interest 0.0 0.2 0.0 0.0 0.0 0.2
Liabilities from loans 0.0 0.0 22.0 0.0 0.0 22.0
Other liabilities
Accounts
payable
1.2 3.2 3.1 0.0 0.0 7.5
6.4 5.5 2.2 0.0 0.0 14.1
7.6 8.9 27.3 11.8 0.0 55.6
Fiscal year ended Payable Up to 3 3 to 12 1 to 5 More than 5
December 31, 2023 on demand months months years years Total
in million € in million € in million € in million € in million € in million €
Bond repayment 0.0 0.0 0.0 11.8 0.0 11.8
Bond interest 0.0 0.2 0.0 0.0 0.0 0.2
Liabilities from loans 0.0 0.0 29.3 0.0 0.0 29.3
Other liabilities 1.6 2.5 4.6 0.0 0.0 8.7
Accounts
payable
6.9 1.9 0.0 0.1 0.0 8.9

Interest rate risk

The Group is exposed to the risk of fluctuations in market interest rates. A shift in the yield curve of +/- 50 bp would not have any significant impact on the Group's earnings before taxes.

8.5 4.6 33.9 11.9 0.0 58.9

Credit risk

The credit risk is the risk of financial losses if a customer or contractual party to a

financial instrument fails to meet its contractual obligations. The credit risk generally arises from trade receivables and the Group's receivables from construction contracts and other receivables. The Group uses export credit insurance as the primary instrument to hedge against specific country risks. Customers' creditworthiness and payment history are continually monitored and corresponding credit limits are set. In addition, risks in individual cases are limited where possible through credit insurance, bank guarantees and retention of title. From the current perspective, the Group assumes sufficient coverage of the receivables default risk.

On the basis of expected credit losses in accordance with IFRS 9, loss allowances are recognized for unsecured trade receivables according to the following probabilities of default. The effect on earnings as of the end of the year amounted to € 0.0 million (previous year: € 0.0 million).

Carrying amount in million € Estimated loss rate (weighted average) Not overdue 3.6 0.00 % 1-30 days overdue 0.3 0.10 % 31-60 days overdue 0.1 0.63 % 61-90 days overdue 0.0 0.89 % 91-180 days overdue 0.0 1.50 % More than 180 days overdue 0.1 28.19 % Total 4.1

Fiscal year as of December 31, 2024

Fiscal year as of December 31, 2023

Carrying amount
in million €
Estimated loss rate
(weighted average)
Not overdue 2.2 0.00 %
1-30 days overdue 0.6 0.10 %
31-60 days overdue 0.1 0.63 %
61-90 days overdue 0.0 0.89 %
91-180 days overdue 0.1 1.50 %
More than 180 days overdue 0.1 28.19 %
Total 2.9

The future probability of default was derived from historical credit losses. Due to its business model, the Group has a limited number of customers and can thus ensure that it can estimate the credit losses of its individual customers. The risk has not changed materially since the first-time recognition of expected credit losses in accordance with IFRS 9.

For more information on the application of the expected credit loss model, please refer to Notes 6, 8 and 9.

Significance of the credit risk:

The carrying amounts of the financial assets and receivables from construction contracts (contract assets) correspond to the maximum credit risk. The Group's maximum credit risk as of the reporting date is presented below:

2024 2023
in million € in million €
Cash and cash equivalents 11.3 11.5
Financial assets subject to restrictions on disposal 1.3 3.2
Trades receivables 4.1 2.9
Receivables from production contracts 10.2 17.2
Other receivables 6.3 5.2
33.2 40.0

Capital management

The Group analyzes its capital based on the "net liquidity" (as the total of cash and cash equivalents, short-term deposits, and financial assets subject to restrictions on disposal less the bond and interest-bearing loans). As of the end of the fiscal year, the net liquidity was as follows:

2024 2023
in million € in million €
Cash and cash equivalents 11.3 11.5
Financial assets subject to restrictions on disposal 1.3 3.2
Financing liabilities from bond issue -12.0 -12.0
Liabilities from loans -22.1 -29.3
Net liquidity -21.5 -26.6

In order to identify liquidity risks at an early stage, cash flow forecasts are prepared every month on the basis of a three-month forecast horizon. The insolvency risk is thus reviewed on a regular basis.

Note 37 - Financial instruments

Fair values

The following table shows the carrying amounts and fair values of all financial instruments recognized in the consolidated financial statements by category. Cash and cash equivalents, restricted cash, trade receivables, other receivables, trade payables, liabilities from borrowings and other liabilities regularly have short remaining terms. The balance sheet figures approximate the fair values, taking into account the expected credit loss model and are thus not disclosed separately.

Carrying amount Fair values
2024 2023 2024 2023
Measurement
method
in million € in million
in million
in million
Financial assets
Cash and cash equivalents **
Financial assets subject to
AC 11.3 11.5
restrictions on disposal** AC 1.3 3.2
Trade receivables ** AC 4.1 2.9
Other receivables AC 6.3 5.2
Financial liabilities
Bond AC 12.0 12.0 7.6 8.1
Liabilities from loans AC 22.1 29.3
Trade payables** AC 14.1 8.9
Other liabilities AC 7.6 8.7
Total AC 78.6 81.7

Abbreviations:

AC: Amortized costs (financial assets and liabilities measured at amortized cost)

The fair value of the exchange-listed bond equals the market price as of the balance sheet date plus the carrying amount of accrued interest liabilities as of the balance sheet date.

The maximum credit risk is reflected in the carrying amounts of the financial assets and liabilities.

As of
January
1, 2024
Addition
/dispos
al
Cash flows for
interest and
principal
payments
As of
December
31, 2023
in
million €
in
million €
in million € in million €
Bond 11.8 0.0 0.0 11.8
Interest 0.2 0.6 -0.6 0.2
Liabilities from
loans
29.3 -8.4 -0.8 22.1
Leases 1.0 0.4 -0.7 0.7
42.3 -7.4 -2.1 34.8

The table below shows changes in liabilities held for financing purposes.

Note 38 - Headcount

In the fiscal year, the Company had an annual average of 291 (previous year: 296) permanent employees. The annual average distribution of employees (FTEs) by functional area in the fiscal year is presented below:

2024 2023
Assembly, production, and logistics 75 73
Development 90 98
Sales 89 89
Administration (excluding Executive Board members) 37 36
291 296

The Group had 289 employees as of December 31, 2024 (previous year: 292).

Note 39 - Auditors' fees (disclosures pursuant to Art. 314 Para. 1 No. 9 HGB)

In the year under review, SINGULUS TECHNOLOGIES AG and its subsidiaries were charged the following fees by the auditor of the consolidated financial statements:

2024 2023
in '000 € in '000 €
a) for the audit of the financial statements 444 556
b) other 23 0
Total 467 556

The fee for Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft's auditing services related to the audit of the annual and consolidated financial statements.

Of the expenses amounting to € 467 thousand, € 444 thousand relate to auditor fees for 2024 and € 23 thousand to consulting services in connection with enforcement proceedings.

Note 40 - Corporate governance

The Executive Board and the Supervisory Board made the declaration required under Art. 161 AktG in February 2024 and have made it available to shareholders on a permanent basis on the Company's website at https://www.singulus.com/en/corporategovernance/.

Note 41 - Publication

The Executive Board of the SINGULUS TECHNOLOGIES AG prepared the consolidated financial statements as of December 31, 2024, on March 17, 2025, submitted the prepared financial statements to the Supervisory Board for review and approval and released them for publication.

Kahl am Main, March 21, 2025

SINGULUS TECHNOLOGIES AG

The Executive Board

Dipl.-Oec. Markus Ehret Dipl.-Ing. (BA) Lars Lieberwirth

AUDIT REPORT OF THE INDEPENDENT AUDITOR

To Singulus Technologies AG, Kahl am Main

NOTE ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT

Audit opinion

We have audited the Consolidated Financial Statements of Singulus Technologies AG and its subsidiaries (the Group), which comprise the Consolidated statement of the financial position as at December 31, 2024, and the Consolidated Income Statement and other comprehensive income, Consolidated Statement of Changes in Equity and Consolidated Cash Flow Statement for the financial year from January 1 to December 31, 2024, and notes to the Consolidated Financial Statements, including a summary of significant accounting policies. In addition, we have audited the combined Management Report of Singulus Technologies AG for the financial year from January 1 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 in the "Other information" section of our auditor's report.

According to our assessment based on the knowledge gained during the audit:

  • the accompanying Consolidated Financial Statements comply in all material respects with the IFRS Accounting Standards (hereinafter referred to as "IFRS Accounting Standards") issued by the International Accounting Standards Board (IASB), as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e para. 1 German Commercial Code (HGB) and give a true and fair view of the net assets and financial position of the Group as at December 31, 2024 and of its results of operations for the financial year from January 1 to December 31, 2024 in accordance with these requirements, and
  • the accompanying combined Management Report as a whole provides a suitable 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 extend to the content of the components of the combined Management Report mentioned in the "Other information" section.

In accordance with Section 322 para. 3 sentence 1 of the German Commercial Code (HGB), we declare that our audit has not led to any reservations relating to the legal compliance of the Consolidated Financial Statements and of the combined Management Report.

Basis for the audit opinion

We conducted our audit of the Consolidated Financial Statements and of the combined Management Report in accordance with Section 317 German Commercial Code (HGB) and the EU Audit Regulation (No. 537/2014; referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the combined Management Report" section of our auditor's report. We are independent of the Group companies in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 para. 2 lit. f) of the EU Audit Regulation, we declare that we have not provided any non-audit services prohibited under Article 5 para. 1 of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the Consolidated Financial Statements and on the combined Management Report.

Significant uncertainty in connection with going concern (also key audit matter)

Facts and problem

We first refer to the information in section "4. Significant accounting policies" of the notes to the Consolidated Financial Statements as well as in the sections "Financial risks" and "Outlook for the financial years 2025 and 2026" of the combined Management Report, in which the legal representatives describe that Singulus Technologies AG and the Singulus Technologies Group are highly dependent on the future development of the business activities from the operational customer business of all three segments, both with regard to the achievement of the expected financial key figures and the further liquidity development in the financial years 2025 and 2026. Sufficient liquidity of the company and the Group in the next 24 months after the end of the financial year 2024 can only be maintained if the planning for this period can be realized. An essential prerequisite for this is that the partial payments to be made on the basis of the orders already contracted are actually made and are not materially delayed. Furthermore, it is necessary to receive further significant orders in the financial years 2025 and 2026.

In addition, loans from Bank of Shanghai and Triumph International Investment Company Limited, Hong Kong/China, (CTIIC), a sister company of the main shareholder Triumph, totaling EUR 16.0 million must be extended. To the extent that amounts due from Super Senior Loans, working capital financing (totaling EUR 6.0 million) and the corporate bond due in July 2026 cannot be paid from operating cash flow, corresponding extensions or follow-up financing will also be required.

As set out in the aforementioned sections of the annex and the combined Management Report, these events and circumstances, together with the other matters set out there,

indicate the existence of material uncertainties that may raise significant doubts about the company's ability to continue as a going concern and which pose risks that threaten its continued existence within the meaning of Section 322 para. 2 sentence 3 German Commercial Code (HGB).

The assessment of the appropriateness of the assumed going concern assumption was therefore a particularly important audit matter for us as part of our audit.

Audit procedure according to Article 10 para. 2 lit. c) ii) EU Audit Regulation and findings

As part of the audit, we identified the appropriateness of the assumption of going concern and the appropriate presentation of the material uncertainty in connection with going concern as a significant risk and carried out the following audit procedures, among others:

We first analyzed the liquidity situation of the parent company and the Group. On the basis of the insights gained here, in a second step we have dealt with the integrated management of assets, income and expenses in the forecast period. This planning is based on the Group's current two-year planning, on the basis of which we have assessed whether the Management Board's assessment of the ability of Singulus Technologies AG and the Singulus Group to continue as a going concern is appropriate. To do this, we first gained an understanding of the planning process and discussed the important planning assumptions with those responsible. In this context, we assessed the design and establishment of controls integrated into the planning process and checked the planning for formal consistency (computational accuracy, correct implementation of the underlying premises). Based on this, we compared the income planning (in particular the appropriateness of the sales forecast) with existing contracts with customers and checked the plausibility of the planning of the main cost types. Finally, we assessed the key assumptions of sales planning based on selected projects and their implementation.

We have also satisfied ourselves of the implementation of the measures planned in the forecast period to ensure sufficient liquidity of Singulus Technologies AG and the Singulus Group. In detail:

  • To secure liquidity, Singulus Technologies AG has had a loan of EUR 10.0 million available from the Bank of Shanghai since May 2022. Repayment of the loan is guaranteed by China National Building Material Group Corporation, Beijing/China, (CNBM), the parent company of the Chinese majority shareholder Triumph. The term of the agreement was initially 12 months and was extended with effect from January 31, 2023, subject to the occurrence of conditions precedent, initially for a further 12 months until May 9, 2024 and then again until April 10, 2025. The Management Board expects a further extension of this loan in good time with the support of the guarantor CNBM.
  • Furthermore, the company received a loan of EUR 6.0 million from Triumph International Investment Company Limited, Hong Kong/China (CTIIC), a sister

company of the main shareholder Triumph, in an agreement dated November 25, 2024. The loan was disbursed in two tranches of EUR 3.0 million each on August 20, 2024, and December 30, 2024, respectively. Repayment of the loan was initially agreed for the end of February 2025 and was then extended until April 30, 2025. Negotiations are currently underway on the final terms of loan repayment. The Management Board expects these negotiations to be concluded in good time before the due date.

  • To cover the above-mentioned financial liabilities due in the forecast period, we were provided with a declaration from the main shareholder Triumph, according to which it guarantees that the company will be able to meet its financial obligations at all times until March 31, 2026.
  • The company has access to loans (Super Senior Loan(s)) totaling EUR 4.0 million, of which EUR 2.0 million each were disbursed by two different lenders in May 2023 (Tranche I) and January 2024 (Tranche II). The term of the loans originally ended on December 31, 2024 and was extended by one of the lenders until December 31, 2025 (Tranche II), while the other lender initially deferred repayment of the loan (Tranche I) until March 31, 2025. The maturity of both tranches was extended by the lenders until at least March 31, 2026.
  • At the end of the financial year 2024, the lender of the aforementioned Tranche II granted the company unsecured working capital financing of a further EUR 2.0 million, which was originally due for repayment on March 31, 2025, but was also extended by the lender until March 31, 2026.
  • On July 22, 2016, the company issued a bond with a nominal value of EUR 12.0 million and a term of 10 years. It was agreed that the interest on the bond would be staggered over the term, with the bond being repaid at 105% of the nominal amount. The bond matures on July 22, 2026. The Management Board is currently planning to repay the bond in 2026 from funds generated from the company's operating business, or alternatively to transfer it to follow-up financing.

In order to assess the accuracy of the planning for the prior financial year, we validated the assumptions made in the prior year's planning for the financial year 2024 with regard to planned order intake on the basis of samples.

We do not issue a separate audit opinion on these matters. Based on the results of our audit, we believe that the premise of going concern used by the legal representatives is appropriate.

Our opinions on the Consolidated Financial Statements and the combined Management Report are not modified in relation to this matter.

Other particularly important audit matters in the audit of the Consolidated Financial Statements

Particularly important audit matters are those matters that, in our professional judgment, are most significant in our audit of the Consolidated Financial Statements for the financial year dated January 1 until December 31, 2024. These matters were taken into account in connection with our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon; we do not issue a separate audit opinion on these matters. In addition to the matter described in the section "Material uncertainty in connection with going concern", we have determined the following matters to be key audit matters to be communicated in our auditor's report:

Revenue realization for production orders

Facts and problem

The sales realized over a period of time from construction contracts amounts to EUR 54.6 million in the financial year 2024. The Singulus Technologies Group recognizes revenue from construction contracts when a performance obligation is fulfilled through the transfer of a promised good to a customer and the customer has acquired control over this asset.

When revenue is recognized over a period of time, the revenue and the partial profit contributions received are recorded according to the degree of completion of the order. The prerequisite for this is that the results from the respective order can be reliably estimated. In addition, there must be a right to payment for the (partial) services provided.

The accounting for construction contracts is therefore complex and subject to discretion. Estimation uncertainties exist in particular with regard to the expectation of the total contract costs, which are based on continuously updated plans, as a basis for determining the degree of completion (cost-to-cost method). The agreements made with customers contain extensive contractual provisions.

Due to the design of the contractual agreements and the scope for discretion when assessing the criteria for assessing the timing of the transfer of control, there is a risk for the Consolidated Financial Statements that the sales and results from construction contracts are incorrectly allocated to the financial years and that impending losses from construction contracts are not recognized in a timely manner.

Audit procedure and findings

Based on our understanding of processes, we assessed the design and establishment as well as the effectiveness of identified internal controls, particularly with regard to determining the degree of completion of individual projects. As part of our audit, we

also assessed the accounting of construction contracts selected from a risk-oriented perspective.

For this purpose, we reconciled the contract value for the selected construction contracts with the corresponding contracts and randomly checked the allocation of the cumulative actual costs to the respective projects. We also tracked the recording of contract changes for selected production orders.

In addition, we critically assessed the interpretation of the criteria for period-related revenue recognition by the legal representatives. To this end, we analyzed selected new construction contracts concluded in the financial year on the basis of a riskoriented selection.

For contracts concluded in the financial year, we compared the cumulative actual costs with the expected total contract costs incurred in the prior year in order to assess the general quality of planning.

For randomly selected contracts, we assessed the appropriateness of significant discretionary decisions, such as estimating the costs still to be incurred. We discussed the selected contracts, including existing risks, with the relevant contact persons of the company (e.g. the Management Board, sales management, controlling and project managers), analyzed their updated order calculations, including the changes in the planned production costs, and the respective stage of completion, and assessed the related documents (e.g. contracts, acceptance reports). Building on the knowledge previously obtained, we finally assessed the appropriate determination of the respective degree of completion achieved as well as the accounting and profit and loss calculations.

We have acknowledged the effects of value-enhancing events on sales.

The approach of Singulus Technologies AG to recognizing sales for production orders is appropriate.

Reference to further information

For information on the accounting and valuation principles used, please refer to note 4.4 of the notes to the Consolidated Financial Statements. Information on the amount of reported revenue from construction contracts can be found in the notes to the Consolidated Financial Statements under note 8.

Recognition and assessment of development costs

Facts and problem

The capitalized development costs reported under intangible assets amount to EUR 5.3 million as at December 31, 2024, of which EUR 3.3 million relate to the "Solar" segment and EUR 1.1 million to the "Life Science" segment and EUR 0.9 million can be assigned to the "Semiconductors" segment. The Singulus Group capitalizes

development costs at their acquisition or production costs, provided the requirements of IAS 38.57 are met.

Once the asset becomes usable, the capitalized development costs are depreciated over a period of five years.

The Singulus Group uses profitability calculations (project calculations) to demonstrate the requirements according to IAS 38.57 (d). The respective net present value of the development project is calculated on the basis of certain planned values for sales or contribution margins attributable to a development project and using a companyspecific discount rate.

The impairment test and the determination of the recoverable amount of the capitalized development costs are carried out using updated project calculations. In addition, an additional impairment test is carried out at a higher level for the capitalized development costs allocated to the "Solar" segment as part of the impairment test for the goodwill recorded exclusively at the level of the "Solar" segment.

Determining the achievable amount based on project calculations includes estimates of the future contributions to success of the individual projects and is complex and discretionary. These include, among other things, the expected revenue and earnings contributions of the projects as well as the discount rate used. There is a risk for the financial statements that the requirements for capitalization according to IAS 38.57 are not met and that existing impairments were not recognized as at the reporting date.

Audit procedure and findings

Based on our understanding of the process, we assessed the design and establishment of identified internal controls with regard to the criteria for initial recognition and the review of the respective recoverability of capitalized development costs in subsequent periods.

For development costs capitalized for the first time, we verified the assumptions of the legal representatives regarding the fulfillment of the recognition criteria by inspecting the company's internal records (e.g. release protocols, approval for development, project calculations) and by discussing the development projects with the relevant contact persons of the company (e.g. the Management Board, Controlling and those responsible for the project). In addition, we reconciled the project calculations with the corresponding details of the overall corporate planning and the capitalized development costs with the corresponding expenses according to the Income Statement.

As part of the review of the recoverability of the capitalized development costs, we compared the development of deliberately selected projects in the current financial year with the prior year's planning and coordinated the updated project calculations with the corresponding details of the overall company planning.

We also assessed the appropriateness of the discount rates used.

In addition, we assessed whether the impairment test for the goodwill of the "Solar" segment resulted in any indication of further impairment of the capitalized development costs allocated to this segment (we refer to our explanations on the impairment of goodwill).

The Singulus Group's approach to capitalizing development costs is appropriate. The determination of the manufacturing costs when capitalizing development costs for the first time and the determination of the recoverable amount when subsequently measuring the capitalized development costs are appropriate.

Reference to further information

For information on the accounting and valuation principles used, please refer to note 4.6 of the notes to the Consolidated Financial Statements. Information on the amount of capitalized development costs can be found in the notes to the Consolidated Financial Statements under note 11.

Other information

The legal representatives and the Supervisory Board are responsible for the other information. The other information includes the following components of the combined Management Report:

  • the declaration on corporate governance pursuant to Section 289f and Section 315d of the German Commercial Code (HGB) contained in the section "Declaration on corporate governance pursuant to Section 289f para.1 HGB" with all its components, and
  • the information not included in the Management Report in the sections "Internal control system in the functional areas", "Statement on the appropriateness and effectiveness of RMS and ICS" and "Environment and sustainability".

The other information also includes the annual report expected to be made available to us after the date of this auditor's report. The other information does not include the Consolidated Financial Statements, the audited information in the combined Management Report or our associated auditor's report.

Our 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 audit conclusion thereon.

In connection with our audit, we have a responsibility to read the other information and to assess whether the other information

  • has material discrepancies with the Annual Financial Statements, the combined Management Report or our knowledge obtained during the audit or
  • otherwise appears to be materially misrepresented.

Responsibility of the legal representatives and the Supervisory Board for the Consolidated Financial Statements and the combined Management Report

The legal representatives are responsible for the preparation of the Consolidated Financial Statements that comply, in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e para. 1 HGB and that the Consolidated Financial Statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group. In addition, the legal representatives are responsible for the internal controls they have determined to be necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud (i.e. accounting manipulation or financial loss) or error.

When preparing the Consolidated Financial Statements, the legal representatives are responsible for assessing the ability of the company to continue business operations. They are also responsible for disclosing issues relating to the company being a going concern, if relevant. In addition, they are responsible for financial reporting based on the going concern basis of accounting 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 legal representatives are responsible for the preparation of the combined Management Report, which as a whole provides an accurate picture of the position of the company, is consistent with the Consolidated Financial Statements in all material respects, complies with German legal requirements and accurately presents the opportunities and risks of future development. Furthermore, the legal representatives are responsible for the precautions and measures (systems) that they deemed necessary to enable the preparation of a combined Management Report in accordance with the applicable German statutory provisions and to be able to provide sufficient suitable evidence for the statements in the combined Management Report.

The Supervisory Board is responsible for monitoring the Group's accounting process for the preparation of the Consolidated Financial Statements and the combined Management Report.

Responsibilities of the auditor for the audit of the Consolidated Financial Statements and of the combined Management Report

Our objective is to obtain sufficient certainty as to whether the Consolidated Financial Statements as a whole are free from material misrepresentation, whether intended or unintentional and whether the combined Management Report as a whole gives an accurate picture of the position of the Group and, in all material matters, is in line with the Consolidated Financial Statements as well as with the findings of the audit, and

complies with German legal requirements and presents the opportunities and risks of future development accurately, as well as issuing an auditor's report that includes our audit opinion on the Consolidated Financial Statements and the combined Management Report.

Sufficient security is a high level of security, but no guarantee that an audit carried out in accordance with Section 317 of the German Commercial Code and the EU Audit Regulation and in compliance with the German principles of proper auditing established by the Institute of Auditors (IDW) will always reveal a material misrepresentation. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of addressees taken on the basis of these Consolidated Financial Statements and combined Management Report.

During the audit, we exercise due discretion and maintain a critical attitude. Furthermore:

  • we identify and assess the risks of material misstatements in the Consolidated Financial Statements and the combined Management Report due to fraud or errors, plan and carry out audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to serve as a basis for our audit opinions. The risk that a material misstatement resulting from fraud will not be detected is higher than the risk that a material misstatement resulting from error will not be detected, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the overriding of internal controls.
  • we gain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of the arrangements and measures (systems) 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 of those arrangements and measures.
  • we assess the appropriateness of the accounting methods used by the legal representatives as well as the acceptability of the estimated values presented by the legal representatives and related information.
  • we draw conclusions about the appropriateness of the going concern accounting principle applied by the legal representatives and, on the basis of the audit evidence obtained, whether there is any material uncertainty in connection with events or circumstances, that may raise significant doubts about the ability of the Group to continue as a going concern. If we come to the conclusion that there is material uncertainty, we are obligated to draw attention to the relevant information in the Consolidated Financial Statements and in the combined Management Report in the auditor's report or, if this information is inappropriate, to modify our respective audit opinion. We draw our conclusions based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
  • we assess the presentation, structure and content of the Consolidated Financial Statements as a whole, including the disclosures, and whether the Consolidated Financial Statements present the underlying transactions and events in a manner that the Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e para. 1 HGB.
  • we obtain sufficient appropriate audit evidence for the accounting information of the companies or business activities within the Group in order to express audit opinions on the Consolidated Financial Statements and on the combined Management Report. We are responsible for the direction, supervision and performance of the audit of the Consolidated Financial Statements. We bear sole responsibility for our audit opinions.
  • we assess the consistency of the combined Management Report with the Consolidated Financial Statements, its legal compliance and the view of the position of the Group that it provides.
  • we perform audit procedures on the future-oriented information presented by the legal representatives in the combined Management Report. On the basis of sufficient suitable audit evidence, we particularly review the significant assumptions on which the future-oriented information is based by the legal representatives and assess whether the future-oriented information was properly derived from these assumptions. We do not issue an independent audit opinion on the future-oriented information or the underlying assumptions. There is a considerable unavoidable risk that future events will differ materially from the future-oriented statements.

We discuss with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We will make a statement to those responsible for monitoring that we have complied with the relevant independence requirements and will discuss with them all relationships and other matters that may reasonably be expected to affect our independence and, if relevant, the actions taken or protective measures taken to eliminate threats to independence.

From the matters that we discussed with those responsible for monitoring, we determine those matters that were most significant in the audit of the Consolidated Financial Statements for the current reporting period and are therefore the particularly important audit matters. We describe these matters in the auditor's report, unless law or other legal requirements preclude public disclosure of the matter.

OTHER STATUTORY AND OTHER LEGAL REQUIREMENTS

Note on the audit of the electronic reproductions of the Consolidated Financial Statements and the combined Management Report prepared for disclosure purposes in accordance with Section 317 para. 3a German Commercial Code (HGB)

Audit opinion

We have conducted an audit in accordance with Section 317 (3a) of the German Commercial Code (HGB) to obtain reasonable assurance that the consolidated financial statements and the combined management report (hereinafter also referred to as "ESEF documents") contained in the file "SINGULUS_Konzernabschluss_2024.zip" and prepared for disclosure comply with the requirements of Section 328 of the German Commercial Code (HGB) and are free from material misstatements. zip" and prepared for disclosure purposes (hereinafter also referred to as 'ESEF documents') comply in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this audit only covers the conversion of the information in the consolidated financial statements and the combined management report into the ESEF format and therefore does not cover the information contained in these representations or any other information contained in the above-mentioned file.

In our opinion, the representations of the consolidated financial statements and the combined management report contained in the above-mentioned file and prepared for disclosure purposes comply in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. In addition to this audit opinion and our audit opinions on the consolidated financial statements and the combined management report contained in the above "Report on the audit of the consolidated financial statements and the combined management report," on the accompanying consolidated financial statements and the accompanying combined management report for the fiscal year from January 1, 2024, to December 31, 2024, we do not express any opinion on the information contained in these representations or on the other information contained in the above-mentioned file.

Basis for the audit opinion

We conducted our audit of the representations of the consolidated financial statements and the combined management report contained in the above-mentioned file in accordance with Section 317 (3a) of the German Commercial Code (HGB) and in compliance with the IDW Auditing Standard: Audit of electronic representations of financial statements and management reports prepared for disclosure purposes in accordance with Section 317 (3a) of the German Commercial Code (HGB) (IDW PS 410 (06.2022)). Our responsibility is further described in the section "Responsibility of the Group Auditor for the Audit of the ESEF Documents." Our auditing practice has applied the requirements of the IDW Quality Management Standard: Requirements for Quality Management in Auditing Practices (IDW QMS 1).

Responsibility of the legal representatives and the Supervisory Board for the ESEF documents

The legal representatives of the company are responsible for preparing the ESEF documents with the electronic representations of the consolidated financial statements and the combined management report in accordance with Section 328 (1) sentence 4 no. 1 HGB and for labeling the consolidated financial statements in accordance with Section 328 (1) sentence 4 no. 2 HGB.

Furthermore, the legal representatives of the company are responsible for the internal controls they deem necessary to enable the preparation of ESEF documents that are free from material—intentional or unintentional—violations of the requirements of Section 328 (1) HGB regarding the electronic reporting format.

The Supervisory Board is responsible for monitoring the process of preparing the ESEF documents as part of the accounting process.

Responsibility of the Group auditor for auditing the ESEF documents

Our objective is to obtain reasonable assurance that the ESEF documents are free from material—intentional or unintentional—non-compliance 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. In addition

  • we identify and assess the risks of material—intended or unintentional—noncompliance with the requirements of Section 328 (1) HGB, plan and perform audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
  • we obtain an understanding of the internal controls relevant to the audit of the ESEF documents in order to plan audit procedures that are appropriate in the circumstances, but not with the aim of expressing an audit opinion on the effectiveness of these controls.
  • we assess the technical validity of the ESEF documents, i.e., whether the file containing the ESEF documents complies with the requirements of Delegated Regulation (EU) 2019/815, as amended, for the technical specifications for this file as of the reporting date.
  • We assess whether the ESEF documents enable a content-identical XHTML representation of the audited consolidated financial statements and the audited combined management report.
  • We assess whether the ESEF documents are tagged with Inline XBRL (iXBRL) technology in accordance with Articles 4 and 6 of Delegated Regulation (EU) 2019/815, as amended on the reporting date, to enable an adequate and complete machine-readable XBRL copy of the XHTML representation.

Other information in accordance with Article 10 EU Audit Regulation

We were appointed as auditor by resolution of the Annual General Meeting on July 25, 2024. We were commissioned by the Supervisory Board on October 10, 2024. We have been working as the consolidated auditor of Singulus Technologies AG without interruption since the financial year 2022.

We declare that the opinions contained in this auditor's report are consistent with the additional report to the Audit Committee pursuant to Article 11 of the EU Audit Regulation (audit report).

Note on supplementary audit

We issue this audit opinion on the amended consolidated financial statements and the amended combined management report as well as on the electronic representations of the consolidated financial statements and the combined management report contained in the file "SINGULUS_Konzernabschluss_2024.zip" submitted for audit for the first time and prepared for disclosure. zip" and prepared for disclosure purposes, based on our audit completed on March 24, 2025, and our supplementary audit completed on April 30, 2025, which related to the changes in the statement of comprehensive income and the first-time presentation of the ESEF documents. Reference is made to the presentation of the changes by the legal representatives in the amended notes, section "Note 18 – Pension provisions," and in the amended combined management report, section "Liquidity and capital management."

OTHER MATTERS – USE OF THE AUDITOR'S REPORT

Our auditor's report must always be read in conjunction with the audited Consolidated Financial Statements and the audited combined Management Report.

RESPONSIBLE AUDITOR

The auditor responsible for the audit is Thomas Gloth.

Baker Tilly GmbH & Co. KG, Auditing company (Düsseldorf)

Thomas Gloth Audito

Jonas Hagen Auditor

BATTERY & HYDROGEN

Innovative Manufacturing Solutions for Pioneering Technologies

SINGULUS TECHNOLOGIES develops state-of-the-art processes for the pre-treatment and coating of metallic bipolar plates used for fuel cells and PEM electrolyzers. With the modular PVD inline sputtering system, a variety of coatings can be precisely adapted to the requirements of a wide range of applications, thereby significantly improving the efficiency and durability of hydrogen technology.

SINGULUS TECHNOLOGIES AG

Balance Sheet as of Dezember 31, 2024

ASSETS 12/31/2024
EUR k
EUR k 12/31/2023
EUR k
EUR k
A. Fixed assets
I.
Intangible fixed assets
1. Purchased industrial and similar
rights and assets 521 750
2. Goodwill 0 0
3. Prepayments 5 24
526 774
II. Tangible fixed assets
1. Land, land rights and buildings,
including buildings on third-party land 2,504 3,330
2. Plant and machinery 402 702
3. Other equipment, operating
and office equipment
463 613
4. Prepayments 248 3,617 0 4,645
III. Long-term financial assets
Shares in affiliates
6,541
7,042
11,185 11,960
B. Current assets
I.
Inventories
1. Raw materials, consumables and supplies
4,655 8,803
2. Work in progress 115,877 100,367
3. Prepayments 2,698
4. Prepayments received 3,875
-124,407
0 -111,868 0
II. Receivables and other assets
1. Trade receivables
- thereof with a maturity of more than
one year EUR 0k (PY: EUR 0k) 2,162 1,834
2. Receivables from affiliates 1,764 3,365
3. Other assets 891 4,817 995 6,194
III. Cash and bank balances 7,230 10,938
12,047 17,132
C. Prepaid expenses 280 469
D. Deficit not covered by equity 128,502 115,518
Total assets 152,014 145,079
EQUITY AND LIABILITIES 12/31/2024
EUR k
EUR k
12/31/2023
EUR k
EUR k
A. Equity
I.
Subscribed capital
8,896 8,896
II. Capital reserves 19,697 19,697
III. Balance sheet loss -157,095 -144,111
IV. Deficit not covered by equity 128,502 115,518
0 0
B. Provisions
1. Provisions for pensions and similar obligations 14,507 14,986
2. Provisions for taxes 479 462
3. Other provisions 6,633 13,590
21,619 29,038
C. Liabilities
1. Bonds 12,600 12,600
2. Liabilities to credit institutions 10,000 10,000
3. Payments received on account of orders 78,735 52,695
4. Trade payables 9,553 8,199
5. Liabilities to affiliated companies 5,917 7,763
6. Other liabilities
- thereof in relation to taxes EUR 474k
(PY: EUR 324k)
- thereof in relation to social security
EUR 8k (PY: EUR 220k) 13,590 24,784
130,395 116,041
D. Deferred items 0 0
Total equity and liabilities 152,014 145,079
------------------------------ --------- ---------

SINGULUS TECHNOLOGIES AG

Income Statement for the Period from January 1 to December 31, 2024

2024 2023
EUR k EUR k EUR k EUR k
1. Revenue 39,104 76,153
2. Increase (+) / decrease (-) in inventories
in work in progress
15,510 -16,903
3. Own costs capitalized 0 0
4. Other operating income
- thereof currency translation gains
EUR 36k (PY: EUR 279k)
9,414 28,247
5. Cost of materials
a) Cost of raw materials, consumables and
supplies and of purchased merchandise
-28,985 -20,595
6. b) Cost of purchased services
Personnel expenses
-7,627 -36,612 -12,382 -32,977
a) Wages and salaries
b) Social security, pension and other benefit costs
- thereof for old-age pensions EUR 361k
(PY: EUR 444k)
-20,900
-4,165
-25,065 -20,111
-4,247
-24,358
7. Amortization
a) on intangible fixed assets and property,
-1,679
plant and equipment
b) on current assets, to the extent that these
exceed the usual depreciation and amortization
-1,650
0
-14,372
8. Other operating expenses
- thereof expenses from currency translation
EUR 534k (PY: EUR 74k)
-11,704 -12,700
9. Income from investments 950 1,900
10. Income from long-term loans
- thereof from affiliates EUR 119k (PY: EUR 234k)
0 119
11. Other interest and similar income
- thereof from affiliates EUR 0k (PY:. EUR 0k)
- thereof income from discounting EUR 0k (PY: EUR 0k)
3 2
12. Write-downs of financial assets -104 -535
13. Interest and similar expenses
- thereof to affiliates EUR 732k (PY: EUR 823k)
- thereof expenses from interest EUR 278k
(PY: EUR 279k)
-2,678 -2,770
14. Tax income -21 -6
15. Earnings after taxes -12,853 121
16. Other taxes -34 -34
17. Net loss for the year (PY: net profit) -12,887 87
18. Retained earnings (PY: loss carryforward) -144,209 -144,198
19. Withdrawals from other revenue reserves 0 0
20. Income from capital reduction 0 0
21. Balance sheet loss (PY: net profit) -157,096 -144,111

GLASS & AUTOMOTIVE

Efficient Vacuum Coating Solutions for Architectural and Automotive Applications

SINGULUS TECHNOLOGIES produces customized vacuum coating systems that are suitable for the finishing of large-area glass panes as well as for the coating of complex, three-dimensional components. With a broad portfolio of inline systems, SINGULUS TECHNOLOGIES offers energy-efficient and sustainable technologies that meet the requirements of modern architectural and automotive applications.

GLOSSARY FOR SEMICONDUCTORS

Advanced Packaging (RDL, UBM):

Advanced packaging technologies for semiconductor devices, including Redistribution Layer (RDL) and Under Bump Metallization (UBM), to enhance performance and reliability

ALD (Atomic Layer Deposition):

A process for creating ultra-thin layers by alternately introducing two gaseous precursor materials into a reactor, forming one atomic layer per cycle

Annealing:

A process of heating and cooling materials in a controlled manner to relieve stress, improve crystal structure, or enhance electrical properties

Back-End of Line (BEOL):

The stage in semiconductor manufacturing that involves creating metallic connections between components on a chip

Bonding:

The process of connecting electronic components on a chip, often using tiny wires to establish electrical connections

Capacitor:

An electronic component that stores electrical charge

Chemical Mechanical Polishing (CMP):

A process combining chemical and mechanical methods to smooth and clean surfaces during semiconductor manufacturing

Chemical Vapor Deposition (CVD):

A process for depositing solid materials from a gaseous phase onto a substrate to create ultra-thin layers

Cluster Tool:

A system containing multiple processing modules for batch processing, saving costs and space

Defect Density:

A measure of material defects on a wafer, impacting production yield

Deposition:

The process of applying materials onto a substrate, typically by evaporation, sputtering, or chemical reactions

Die:

Individual semiconductor components that are separated from a wafer for use in devices

Doping:

The introduction of impurities into semiconductor materials to modify their electrical properties

DRAM (Dynamic Random Access Memory):

A type of memory chip used for temporary data storage in computers

Epitaxy:

A crystal growth process where a thin layer of material is deposited onto a crystalline substrate, aligning with its structure

Ferroelectric Random Access Memory (FeRAM):

A non-volatile memory type that uses ferroelectric materials to store data

Flash Memory:

A type of electronic memory for non-volatile storage, commonly used in USB drives and memory cards

Front-End of Line (FEOL):

The stage in semiconductor manufacturing where transistors and active components are fabricated

Gate Stack:

The combination of materials that form the switching mechanism in transistors, including high-k dielectrics and metal gates

Glovebox:

A sealed system used in semiconductor manufacturing to protect materials from contamination

High-k Dielectric:

A material with a high dielectric constant, used as an insulator in integrated circuits

Inductors:

Enhanced coating processes for inductive components essential in power supply and energy management systems, such as in electric vehicles and smart grid technologies

Ion Implantation:

A process that introduces ions into semiconductor materials at high speed to alter their properties

MEMS (Micro-Electromechanical Systems):

Microscale mechanical and electronic components used in sensors and actuators

Micro-LEDs:

Prototype production and testing for light-emitting diodes used in high-resolution displays and VR/AR technologies

Molecular Beam Epitaxy (MBE):

A technique for depositing thin layers of material by directing molecular beams onto a substrate

MRAM (Magnetoresistive Random Access Memory):

A non-volatile memory technology storing data magnetically, offering high speed and energy efficiency. Recent developments focus on reducing switching currents

Nanometer:

A unit of length equal to one billionth of a meter, commonly used in semiconductor dimensions

Passivation:

The process of coating semiconductor devices with a protective layer to shield them from environmental damage

Photolithography:

A process that uses light-sensitive materials to create patterns on a wafer as a template for etching or deposition

Physical Vapor Deposition (PVD):

A process for depositing thin layers of material in a vacuum chamber by evaporation or sputtering

ReRAM (Resistive Random Access Memory):

A newly developed process for non-volatile memory technology that stores data through resistance changes

Sensors (TMR/GMR):

Optimized coatings for sensors used in automotive, industrial, and consumer electronics like smartphones and fitness trackers

Silicon:

A widely used semiconductor material

Silicon on Insulator (SOI):

A technology that places a thin silicon layer on an insulator to improve device performance

Sputtering:

A physical deposition method where atoms or molecules are ejected from a target and deposited onto a substrate

Strained Silicon:

Silicon whose crystal structure is stretched to improve electron mobility and transistor performance

Substrate:

The base material onto which other materials are deposited or processed

TIMARIS Platform:

A modular production platform for PVD and other deposition processes, specifically designed for semiconductor components

TMR (Tunnel Magnetoresistance):

A magnetic effect used in sensors and memory technologies, like MRAM, based on resistance changes due to magnetic alignment

Wafer:

A thin slice of semiconductor material that serves as the foundation for integrated circuits

Yield:

The percentage of functional chips produced from a wafer, a key measure of manufacturing efficiency

GLOSSARY FOR DECORATIVE COATINGS

Anti-Fingerprint Coating:

A specialized coating that minimizes fingerprints and smudges, is often used on metallic or smooth surfaces.

Atomization:

A process in which materials are broken into fine droplets to ensure even application, often used in spray coating systems.

Chromium Replacement Coatings:

Eco-friendly alternatives to electroplated chromium coatings, offering similar optical and mechanical properties without using hexavalent chromium.

DECOLINE II:

Inline production system for sustainable coating of 3D parts.

DLC Coating (Diamond-Like Carbon):

A decorative coating that creates a smooth, hard surface similar to diamonds. DLC coatings provide high hardness, abrasion resistance, and chemical durability.

Electrochemical Coating:

A process in which metals or alloys are deposited onto a substrate through electrochemical reactions, often for decorative and corrosion-resistant purposes.

Environmentally Friendly Metallized Coatings:

Coatings developed using eco-friendly methods and materials to address concerns associated with non-recyclable substances and harmful chemicals.

Evaporation:

A process where a material is heated in a vacuum to evaporate and condense on a substrate, forming a decorative layer.

Hard Coating:

A coating that hardens the surface and makes it more resistant to abrasion and scratches.

Hybrid Coatings:

Combinations of organic and inorganic materials that offer both decorative and functional properties.

Inline Production Systems:

Manufacturing systems designed for automated handling and coating of three-dimensional parts without manual intervention.

Interference Coating:

A technique where the thickness of layers is controlled to produce interference effects, creating fascinating colored or iridescent surfaces.

Ion Plating:

A method in which material is deposited onto a substrate using an ionized gas to create durable and decorative coatings.

Layered Coatings:

Decorative coatings made up of multiple successive layers of different materials to achieve specific color or gloss effects, enabling a wide range of designs and styles.

Metalizing:

The process of applying a thin metallic layer to a substrate gives it a metallic appearance. Often used for decorative purposes on plastics and other materials.

Metalizing Equipment:

Machinery and technologies for applying metallized coatings to various surfaces.

Nano Coatings:

Coatings in the nanometer range provide additional optical, hydrophobic, or antimicrobial properties.

Optical Coatings:

Coatings are specifically designed to influence light reflection, transmission, or absorption, often used for decorative glass effects.

PAINTLINE:

Coating system for 3D parts.

Plasma Activation:

A pretreatment process that activates the surface of a substrate using plasma to enhance adhesion and durability of the applied coating.

POLYCOATER:

Inline sputtering system for coating.

PVD Coating (Physical Vapor Deposition):

A technique where materials are deposited onto a substrate through evaporation and condensation, providing decorative and functional properties.

Scratch-Resistant Coatings:

Specialized coatings that make surfaces more resistant to scratches, commonly used in the automotive and consumer goods industries.

Sputtering:

A PVD technique where material is ejected from a target by ion bombardment and deposited onto a substrate. This process allows for precise control of coating thickness.

Surface Texturing:

Techniques for creating specific textures on a surface, offering decorative and functional benefits such as improved adhesion or reduced gloss.

Thickness Measurement:

Techniques for precise measurement of coating thickness, often using methods such as ellipsometry, X-ray fluorescence, or profilometry.

UV Curing:

A process where coatings are hardened using ultraviolet light to ensure quick processing and durable surfaces.

Vacuum Chamber:

The space where the coating process takes place, evacuated to extremely low pressure levels to create a controlled environment for deposition.

Water Transfer Printing:

A method for transferring decorative patterns onto three-dimensional objects, commonly used in the automotive and consumer goods industries.

GLOSSARY FOR PHOTOVOLTAICS

Agri-PV:

The use of photovoltaic systems in combination with agricultural practices

Amorphous Silicon Solar Cell (a-Si):

A thin-film solar cell that uses non-crystalline silicon, commonly applied in consumer electronics and small-scale applications

Bifacial Solar Cell:

Solar cells that can capture light from both sides, increasing energy output compared to traditional solar cells

Cadmium Telluride Solar Cell (CdTe):

A thin-film solar cell technology that uses cadmium telluride as the semiconductor material, known for its low production costs

CIGS/Copper-Indium-Gallium-Selenide Solar Cell:

A thin-film solar cell that uses a combination of copper, indium, gallium, and selenium as the semiconductor material, offering a good balance between efficiency and cost

Concentrator Photovoltaics (CPV):

A technology that uses lenses or mirrors to focus sunlight onto a smaller, highly efficient solar cell

Dual-Axis Tracker:

A tracking system that moves solar panels on two axes to optimize sunlight exposure throughout the day

Float Zone (FZ):

A manufacturing process for ultra-pure monocrystalline silicon, widely used in photovoltaics and microelectronics

HJT (Heterojunction Technology):

A solar cell technology combining amorphous and crystalline silicon layers to achieve higher efficiencies

IBC (Interdigitated Back Contact):

An advanced solar cell technology where all electrical contacts are placed on the rear side of the cell, maximizing efficiency by reducing front-side energy loss

Inverter:

A device that converts the direct current (DC) generated by solar cells into alternating current (AC) for household or commercial use

Maximum Power Point (MPP):

The point on a solar cell or module's current-voltage (I-V) curve where it operates at maximum efficiency and power output

Monocrystalline Solar Cell:

A solar cell made from a single crystal structure, known for its high efficiency

Net Metering:

A billing mechanism that allows solar panel owners to receive credit for excess electricity they generate and feed back into the grid

Organic Solar Cell:

Solar cells based on organic molecules or polymers, which are potentially low-cost and flexible but currently have lower efficiencies

PERC (Passivated Emitter Rear Cell):

A technology that passivates the rear side of a solar cell to enhance its efficiency

Perovskite Solar Cell:

An emerging technology using perovskite materials, such as methylammonium lead iodide, which has high efficiency potential and is relatively inexpensive to produce

Photovoltaic (PV) Cell:

A material that directly converts sunlight into electricity using the photovoltaic effect

Polycrystalline Solar Cell:

A solar cell made from multiple crystal structures, offering lower costs but slightly reduced efficiency compared to monocrystalline cells

Power Purchase Agreement (PPA):

A long-term agreement between a power generator and a consumer to purchase solar power at a fixed price

PV Storage:

Systems that store solar power in batteries to increase self-consumption

Shingled Solar Cells:

A technology where solar cells are arranged in an overlapping pattern to improve efficiency and save space

Solar Efficiency:

The percentage of sunlight converted into usable electrical energy by a solar cell or module

Solar Irradiance:

The power per unit area received from the sun in the form of electromagnetic radiation

Solar Module:

An array of solar cells used to generate electricity from sunlight

Solar Spectrum:

The distribution of electromagnetic radiation emitted by the sun, ranging from infrared to ultraviolet wavelengths

Tandem Solar Cells:

Solar cells made of multiple layers of different materials with varying band gaps, stacked to better utilize the solar spectrum and achieve higher efficiencies

Topcon (Tunnel Oxide Passivated Contact):

A solar cell technology that passivates both the front and rear sides of the cell with a thin oxide layer, reducing resistance and improving efficiency

Utility-Scale Solar Farm:

A large solar power system designed to generate electricity for the grid, often spanning several acres

GLOSSARY FOR VACUUM COATING

Atomic layer deposition (ALD)

Precise thin film deposition at atomic level by alternating introduction of precursor gases. Used in the semiconductor industry and for demanding applications.

Anti-reflective coating (AR)

Coating to reduce reflections on glass and optical surfaces, e.g. in camera lenses and displays.

Barrier layer

Thin film that prevents the penetration of gases or moisture, e.g. in the packaging or electronics industry.

BLULINE

Inline sputtering system for sputtering processes

Carrier material (substrate)

Material on which the thin film is deposited, e.g. glass, silicon or plastic.

Cathode sputtering (sputtering)

Physical process for the deposition of thin metal layers by ion bombardment of the target material (target).

Decorative coating

Glossy or colored coatings for decorative purposes, e.g. on plastic or metal parts.

Checking the layer thickness

Precise control of the coating thickness by adjusting the process parameters, such as power and duration.

Chemical vapor deposition (CVD)

Gas phase process for the chemical deposition of films on substrates, e.g. in the semiconductor and solar industries.

Electron beam coating (e-beam coating)

A PVD process in which electron beams are used to vaporize materials in a vacuum chamber and deposit them on substrates.

EVARIS

Vacuum evaporation system

GENERIS PET

Inline process system for edge passivation of solar cells

GENERIS PVD

Inline sputtering system with horizontal substrate transport, ideal for solar cells and small glasses.

HISTARIS PVD

Inline sputtering system with horizontal substrate transport for glass, CIGS and CdTe solar cells.

Hydrophobic coating (Easy Care Coating)

Water-repellent coatings that keep out dust and dirt, e.g. on spectacle lenses.

Immersion coating

Coating by immersing a substrate in a liquid, often for uniform layers.

Ion plating

A combination of PVD and ion beam technology that improves the adhesion and density of thin films.

Magnetron sputtering

Efficient variant of sputtering in which magnetic fields increase the ion density. Often used for architectural glass, electronics and optics.

Metallizing

Deposition of metal layers (e.g. aluminum, gold) on substrates, e.g. for electrical conductivity or aesthetics.

Nano-coating

Thin-film coatings in the nanometer range, e.g. for functional or decorative purposes.

Nanometer

Unit of length, 1 nanometer = 0.000001 millimeter.

Optical coatings

Coatings for improving or modifying the optical properties of glasses or lenses, e.g. for anti-reflection or light filtering.

PECVD (Plasma Enhanced Chemical Vapor Deposition)

Process for the deposition of thin films by chemical vapor deposition in a plasma.

Phase change materials

Materials that alternate between amorphous and crystalline states, e.g. for optical data storage.

POLYCOATER

Inline sputtering system especially for 3D parts.

PVD (Physical Vapor Deposition)

Family of processes for the physical deposition of thin films, e.g. by sputtering, electron beam or thermal evaporation.

Reactive sputtering

Process for producing composite thin films by reacting to a target with reactive gases such as oxygen or nitrogen.

SELENIUS

Inline evaporation system for large glass substrates.

Solar layer

Active thin film on solar cells for energy generation.

SPACELINE

Replication line for the production of DVDs.

Spin coating

Process for coating substrates by spinning liquid materials.

Sputtering

Physical process for the deposition of thin metal layers by ion bombardment of the target material (target).

STREAMLINE

Fully automatic replication line for recordable discs.

Target

The target material that is deposited on a substrate by sputtering or evaporation.

Thermal evaporation

Thin film deposition process in which materials are heated in a vacuum until they vaporize and deposit on substrates.

Thin-Film Technology

Technology for depositing extremely thin layers of material, e.g. for electronic or optical applications.

TIMARIS

Vacuum sputtering system, specialized in the production of MRAM wafers and read/write heads.

Thermal insulation coatings

Thin-film coatings that reduce thermal conductivity, e.g. for architectural glass.

UV curing

Curing of coatings or adhesives by irradiation with ultraviolet light. Often used for protective coatings or functional surfaces.

Vacuum chamber

Closed room in which a vacuum is generated to prevent contamination during the coating processes and to ensure the quality of the thin layers.

VISTARIS PVD

Inline sputtering system with vertical substrate transport for glass, CIGS and CdTe solar cells.

GLOSSARY FOR WET CHEMICAL

Anti-fog coating:

This coating is applied to the contact lenses to reduce fogging of the lenses. This is particularly useful in environments with changing temperatures or high humidity.

Anti-reflective coating:

An anti-reflective coating is used to reduce annoying light reflections on the surface of the contact lenses. This improves vision and wearing comfort, especially with plastic lenses.

Batch version:

Process takes place in discrete batches, suitable for specific or smaller productions.

Cleaning:

The process of removing contaminants, grease, oil and other residues from the surface of a material to prepare it for further processing steps.

Color or tint coating:

Contact lenses can be coated with special color or tint layers to change the natural eye color or achieve cosmetic effects.

Conditioning systems for the successful production of bipolar plates for fuel cells and electrolyzers:

Systems designed to ensure the optimal preparation and performance of bipolar plates in fuel cells and electrolyzers.

Deposit-resistant coating:

This coating helps to reduce the formation of deposits such as proteins or lipids on the surface of the contact lens. This keeps the lens clear and comfortable for longer.

Electroplating:

An electrochemical process in which a thinner layer of one metal is deposited onto the surface of another metal. This is often used to improve corrosion resistance, aesthetics or electrical conductivity.

Etching:

A process in which material is selectively removed to create specific patterns, shapes or designs on the surface. Etching is often used for the production of printed circuit boards, microchips and decorative metal parts.

Hardening:

A special process in metalworking in which the material is subjected to heat treatment to improve its mechanical properties, such as hardness and strength.

Hydrophilic coating:

Contact lenses can be coated with a hydrophilic coating to make the surface more comfortable for users. This coating makes the lenses more water-attractive, which helps them retain moisture better and sit more comfortably on the eye.

Inline version:

Process takes place continuously, ideal for large-scale production.

KOH etching:

A special etching process uses potassium hydroxide (KOH) as the etching solution. This process is often used in the microelectronics industry to structure or process silicon substrates.

MATERIA:

Cleaning system for silicon (solar and semiconductor applications).

MEDLINE:

Modular system from SINGULUS TECHNOLOGIES for wet-chemical applications in medical areas.

Metal etching:

A specific etching process. This process specializes in etching metals with high precision and accuracy.

Modular system:

A system consisting of independent, interchangeable modules that can be configured for different purposes.

Pharma and Healthcare:

The areas of the pharmaceutical industry and healthcare.

Process and plant engineering:

Technologies and systems that are used in production processes to fulfill specific tasks.

Research and development applications:

Applications that are used to research and develop new products or technologies.

SILEX III:

Modular process system for wet-chemical cleaning and etching of high-performance solar cells.

SILEX BPP:

Modular process system for wet-chemical cleaning and etching of bi polar plates.

Texturing:

The processing of the surface of a material to give it a specific texture or structure, whether for decorative, functional or technical purposes.

UV protective coating:

Contact lenses can be provided with a special coating that blocks harmful UV rays. This coating protects the eyes from the harmful effects of UV radiation.

Wet chemical applications:

Processes in which chemical reactions take place in a liquid solution, typically for surface treatments in medical applications.

COMPANY CALENDAR

March 28, 2025 Annual Report 2024

May 13, 2025 Report Q1-2025

May 21, 2025 Annual General Meeting for the year 2024

August 13, 2025 Half-Year Report 2025

November 12, 2025 Report Q3-2025

IMPRINT

SINGULUS TECHNOLOGIES AG

Hanauer Landstrasse 103 63796 Kahl am Main, Germany Tel.: +49 6188 440-0 Fax: +49 6188 440-1110 www.singulus.com

Investor Relations

Maren Schuster Tel.: +49 6188 440-1612 Fax: +49 6188 440-1110 Mobile: +49 160 96090279 [email protected]

Published by SINGULUS TECHNOLOGIES AG, Kahl am Main

Production Studio Krause GmbH u. Co. KG Conception and Idea Bernhard Krause

Text Bernhard Krause SINGULUS TECHNOLOGIES

Artwork/DTP Studio Krause GmbH u. Co. KG Michaela Schäfer

Photography

Company photos SINGULUS TECHNOLOGIES AG Johann Goosen Marc Krause Shutterstock

03/2025 - Studio Krause Printed in Germany Technical alterations reserved

SINGULUS TECHNOLOGIES AG

Hanauer Landstrasse 103 • 63796 Kahl am Main, Germany Tel. +49 6188 440-0 • Fax +49 6188 440-1110 Internet: www.singulus.com

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