H2APEX Group SCA

H2APEX Group SCA 391200TZVOLI3RYBWS74 2024-12-31 391200TZVOLI3RYBWS74 2023-12-31 391200TZVOLI3RYBWS74 2023-01-01 2023-12-31 391200TZVOLI3RYBWS74 2022-12-31 391200TZVOLI3RYBWS74 2023-12-31 391200TZVOLI3RYBWS74 2022-12-31 ifrs-full:IssuedCapitalMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:IssuedCapitalMember 391200TZVOLI3RYBWS74 2022-12-31 ifrs-full:RetainedEarningsMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:RetainedEarningsMember 391200TZVOLI3RYBWS74 2022-12-31 ifrs-full:NoncontrollingInterestsMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:NoncontrollingInterestsMember 391200TZVOLI3RYBWS74 2022-12-31 ifrs-full:CapitalReserveMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:CapitalReserveMember 391200TZVOLI3RYBWS74 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 391200TZVOLI3RYBWS74 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 391200TZVOLI3RYBWS74 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 391200TZVOLI3RYBWS74 2024-01-01 2024-12-31 ifrs-full:RetainedEarningsMember 391200TZVOLI3RYBWS74 2023-01-01 2023-12-31 ifrs-full:NoncontrollingInterestsMember 391200TZVOLI3RYBWS74 2024-01-01 2024-12-31 ifrs-full:NoncontrollingInterestsMember 391200TZVOLI3RYBWS74 2023-01-01 2023-12-31 ifrs-full:CapitalReserveMember 391200TZVOLI3RYBWS74 2024-01-01 2024-12-31 ifrs-full:CapitalReserveMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:IssuedCapitalMember 391200TZVOLI3RYBWS74 2024-12-31 ifrs-full:IssuedCapitalMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:RetainedEarningsMember 391200TZVOLI3RYBWS74 2024-12-31 ifrs-full:RetainedEarningsMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:NoncontrollingInterestsMember 391200TZVOLI3RYBWS74 2024-12-31 ifrs-full:NoncontrollingInterestsMember 391200TZVOLI3RYBWS74 2023-12-31 ifrs-full:CapitalReserveMember 391200TZVOLI3RYBWS74 2024-12-31 ifrs-full:CapitalReserveMember 391200TZVOLI3RYBWS74 2024-01-01 2024-12-31 iso4217:EUR iso4217:EUR xbrli:pure xbrli:shares iso4217:EUR xbrli:shares ANNUAL REPORT 2024 002 CONTENTS H2APEX Group Management Report 003 H2APEX Group Consolidated Financial Statements 048 H2APEX Group SCA Management Report 126 H2APEX Group SCA Annual Accounts 31 December 2024 131 003 H2APEX GROUP SCA (UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”) GROUP MANAGEMENT REPORT 004 1. FUNDAMENTAL INFORMATION ABOUT THE GROUP .................................................................. 5 1.1. STRUCTURE & REPORTING............................................................................................................... 5 1.2. THE GROUP’S BUSINESS MODEL .................................................................................................... 6 1.3. BRANCHES ........................................................................................................................................... 8 1.4. OBJECTIVES AND STRATEGIES ....................................................................................................... 8 1.5. INTERNAL MANAGEMENT SYSTEM ............................................................................................ 10 1.6. RESEARCH AND DEVELOPMENT (“R&D”) .................................................................................... 11 2. FUNDAMENTALS OF H2APEX SHARES........................................................................................ 12 3. REPORT ON ECONOMIC POSITION ............................................................................................... 13 3.1. MACROECONOMIC AND SECTOR-SPECIFIC ENVIRONMENT.................................................. 13 3.2. COURSE OF BUSINESS..................................................................................................................... 17 3.3. RESULT OF OPERATIONS, FINANCIAL POSITION AND NET ASSETS..................................... 17 3.3.1. RESULT OF OPERATIONS ................................................................................................................ 17 3.3.2. FINANCIAL POSITION....................................................................................................................... 19 3.3.3. NET ASSETS.......................................................................................................................................20 3.4. FINANCIAL AND NON-FINANCIAL KEY PERFORMANCE INDICATORS .................................. 21 4. REPORT ON EXPECTED DEVELOPMENTS AND ON OPPRTUNITIES AND RISKS................. 22 4.1. REPORT ON EXPECTED DEVELOPMENTS...................................................................................22 4.2. RISK REPORT .....................................................................................................................................23 4.2.1. RISKS ...................................................................................................................................................23 4.2.2. RISK MANAGEMENT SYSTEM........................................................................................................28 4.3. REPORT ON OPPORTUNITIES ........................................................................................................29 5. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT SYSTEM RELEVANT FOR THE CONSOLIDATED FINANCIAL REPORTING PROCESS................................................ 31 6. SUSTAINABILITY ...............................................................................................................................32 7. CORPORATE GOVERNANCE STATEMENT ...................................................................................40 8. LUXEMBOURG LAW ON TAKEOVER BIDS..................................................................................... 41 005 H2APEX GROUP MANAGEMENT REPORT MAKING GREEN HYDROGEN ACCESSIBLE 1. FUNDAMENTAL On 18 January 2024, the shareholders of the INFORMATION ABOUT Company decided at an extraordinary general THE GROUP meeting (EGM) to rename exceet Group SCA into H2APEX Group SCA. With the renaming a com- mon branding with APEX Group was ﬁnalized. 1.1. STRUCTURE & REPORTING H2APEX Group SCA is managed by H2APEX Management S.à r.l. (until 18 January 2024 H2APEX Group SCA (until 18 January 2024: “ex- “exceet Management S.à r.l.”, and hereafter the ceet Group SCA” and hereafter the “Company”) is “General Partner”), a private limited liability com- a corporate partnership limited by shares (société pany under the law of Luxembourg (société à en commandite par actions), duly incorporated responsabilité limitée (S.à r.l.)), the shares in which under Luxembourg law and listed on the regulated are held indirectly by the founders of the Active market of the Frankfurt Stock Exchange (WKN: Ownership Group (AOC), i.e. Florian Schuhbauer A0YF5P / ISIN: LU0472835155) in the Prime and Klaus Röhrig (50% each). Standard segment. Since the reverse acquisition with APEX Nova Holding GmbH dated 19 Janu- The H2APEX Group SCA Group (hereafter the ary 2023, the investment focus is on developing “Group” or “H2APEX”) currently consists of 15 projects for the decentralized supply of green consolidated companies. hydrogen. H2APEX Group SCA and its subsidiaries are acting as a leading developer, manufacturer and operator of green hydrogen plants for the de- carbonization of the industry and infrastructure. Holding Company H2APEX Group SCA Operational Grevenmacher (Luxembourg) Company Property Company RLG Holding GmbH APEX Nova Holding GmbH Frankfurt (Germany) Laage (Germany) RLG GmbH & Co. KG APEX Capital GmbH HydroExceed GmbH AKROS Energy GmbH APEX Energy GmbH GHS 1 GmbH GHS 2 GmbH GHS 3 GmbH GHS 4 GmbH Laage Laage Laage Laage Rostock Laage Laage Laage Laage (Germany) (Germany) (Germany) (Germany) (Germany) (Germany) (Germany) (Germany) (Germany) Northern Hydrogen Nuventura GmbH HYSENC Plant Engineering Properties GmbH Entwicklungs- GmbH Berlin gesellschaft mbH Laage (Germany) Leutesdorf (Germany) Laage (Germany) (Germany) 006 H2APEX GROUP MANAGEMENT REPORT With the merger agreement between the Com- including reconversion to electricity in a fuel pany and APEX, the accounting policies of the cell, a combined heat and power unit, refueling Group continued. According IFRS 10, the trans- infrastructure for different types of vehicles and a action has been recorded as “reverse acquisi- trailer ﬁlling station for the transport of hydrogen. tion”. For accounting purposes, APEX Group was With regards to this pioneer project, the Group is determined to be the economic acquirer in this concluding offtake agreements with customers. “reverse acquisition”. Consequently, as from Janu- H2APEX believes that upon start of operations ary 2023, these consolidated ﬁnancial statements in test mode at its green hydrogen plant in of the Company represent the continuation of the May 2021, this was one of the ﬁrst projects of consolidated ﬁnancial statements of APEX Nova this type in Europe, and the Group has gained Holding GmbH and its subsidiaries (“APEX”) with vast experience in the set-up, operation and the exemption of the capital structure, which has maintenance of hydrogen plants in general. been adjusted to reﬂect the capital structure of H2APEX Group SCA as ultimate parent company. The Group scales its abilities as an owner and operator of additional hydrogen plants. 1.2. THE GROUP’S In addition to the afore-mentioned activities, the BUSINESS MODEL Group acts as general contractor and system integrator for turnkey third-party green hydrogen Starting 2023 the Group’s business model is power plants. focused on developing, manufacturing and operating of green hydrogen plants for the de- As a complementary business line, the Group has carbonization of the industry and infrastructure. a separate team active in the development and The Group focuses on hydrogen plants with an sale of hydrogen storage solutions. In contrast electrolysis capacity of less than 1 Giga Watt. to production and conversion, the storage of These are used to decarbonize industrial value hydrogen is still one of the key challenges in chains and to produce green hydrogen and the hydrogen ecosystem and H2APEX is at hydrogen derivatives such as LOHC (liquid organic the forefront of technological advancement. hydrogen carriers) and e-fuels. They are used, The Group expects to certify its pressure tanks for example, in the steel, chemical and cement production line in Rostock-Laage in the short- industries as well as other energy intensive term, with a one shift production line by the end industries. In addition, the Group offers facilities of 2025. The Group’s current development focus for infrastructure and logistics, especially for lies on chemical storage solutions, for which it has industrial use in warehouses, ports and production made signiﬁcant progress in the recent past and facilities. has submitted as a total of six international patent applications. H2APEX is a greentech innovator and a pioneer in the green hydrogen market in Germany with The business activities are reported according its operating headquarter in Rostock-Laage. to the following segments, which represent The Group is one of very few companies in the reporting structure: operations, project the market that owns and operates a grid- development, and storage. connected sector-coupled green hydrogen plant. This reference plant is based at its industrial park in Rostock-Laage and demonstrates the production of green hydrogen powered by its own 11.5 MWp photovoltaic park, the storage of hydrogen in ﬁber composite pressure tanks as well as various possible uses for green hydrogen, 007 H2APEX GROUP MANAGEMENT REPORT OWN OPERATIONS PROJECT DEVELOPMENT The Own Operations Segment includes the The Project Development Segment includes all production and selling of green hydrogen as well work related to project development and system as the “derivatives” electricity and heat generated integration for third-party hydrogen plants. The at its own hydrogen plants. turnkey solutions for the supply of hydrogen are modular, tech-agnostic and tailor-made to Through the successful establishment of the comply with complex and diverse customer industrial park in Rostock-Laage, the Group requirements. has demonstrated its capabilities regarding the installation and operation of a grid-connected The Group is one of the few players in this market hydrogen plant with various possible hydrogen in Germany. The Group can cover a wide range of uses and has already concluded its ﬁrst offtake different project and plant types, from industrial agreements with customers. This reference plant parks and other industrial solutions, grid and is the nucleus for the Group’s planned future port- network solutions to residential and mobility folio of own hydrogen production plants, and the solutions. realization of an additional hydrogen plant on the same site with the help the EU Important Project The Group covers the entire project phase, from of Common European Interest (UPCEI) funding (pre-)feasibility studies and approval planning applied for and provides the basis for the launch of this pillar of the business model. In addition, to design, engineering, construction and the Group seeks to gain access to the “own oper- commissioning. Following the conclusion of the ations” market through its project development contract, the basis of the project is established, business to build credibility, improve the skillset including the development of a concept. In a and generate cash for future growth. It also ben- next step, the design phase (typically divided into eﬁts from the ongoing retroﬁtting of existing gas a preliminary, ﬁnal and detailed design) as well pipelines, which are expected to be available for as the approval planning with the securing of hydrogen transport from 2027 on and which the regional permits and green energy begin. During Group would also feed into. this phase, orders for the main components The Group intends to develop and build further of the plant are also typically placed. Two own hydrogen plants, which it will operate to major project milestones are the provision of beneﬁt from a contracted and resilient revenue the planning results relevant for the approvals stream. It expects to at least partially rely on joint and interfaces as well as the preparation of venture partners, including utility companies, the execution planning. Once the design and infrastructure funds or offtakers, for the ﬁnancing planning phase is completed, the Group and its and construction of the plants and is in ongoing customer agree in writing on a design freeze, i.e., discussions in this regard. While these projects design and planning speciﬁcations are ﬁxed and will require a signiﬁcant amount of capital ex- no more fundamental changes are permitted. penditure, the Group expects to generate a Following the receipt of major approvals, the majority of its cashﬂows with this pillar of its construction begins. Due to the size of the business model in the mid- to long-term. projects, in which the Group is involved, it usually takes several months before main components can be installed and the assembly can start. In addition to the integration of components from other manufacturers, the Group can provide its customers with a self-developed energy management system, which is particularly valuable for decentralized energy solutions 008 H2APEX GROUP MANAGEMENT REPORT with ﬂuctuating power production and high over projects from withdrawing competitors, storage requirements. Functional tests, including thereby gaining market share and emerging tests under operating conditions, are carried stronger from the current consolidation phase. out once the machinery is installed. In a ﬁnal For this purpose, the Company is leveraging its step, the plant is inspected and approved by the pioneering position in the market, supported by customer and commissioned. For small and its technical expertise, industry network and track mid-size projects, the entire project phase from record of completed or advanced projects. The pre-feasibility studies to commissioning takes current market dynamics, coupled with its own approximately 20-30 months. operational and technological strengths, have encouraged the Group to advance and accelerate STORAGE the transition of its strategic focus from project development for third parties to the construction The Storage Segment includes the development and operation of its own hydrogen production and manufacturing of different hydrogen storage plants. systems. Since 2025, the Group's strategy therefore The Group has developed stationery and focuses on expanding its own hydrogen portable tanks. While the stationary tanks, production capacity. The Company is bundling which the Group developed and designed, are the development, construction and operation of manufactured by third parties and are no longer its own hydrogen plants in the “Own Operations” offered by the Group, these portable tanks are segment. The most important reference is the produced in-house. Both the stationery and the successful construction of the industrial park portable pressure tank are type IV tanks, i.e., in Rostock-Laage. Here, H2APEX was able to ﬁber composite tanks with plastic lining used in demonstrate its ability to build and operate a distribution and mobility. grid-connected hydrogen production plant with a wide range of industrial applications. The company-owned site comprises a combined 1.3. BRANCHES infrastructure consisting of a fuel cell, combined heat and power plant, refueling infrastructure for H2APEX is only acting through its subsidiaries. buses, trucks and cars as well as a trailer ﬁlling Besides these legal entities, there are no station. On the basis of offtake agreements branches. already concluded for the hydrogen produced, this site forms the basis for the expansion of the Company's portfolio. Over the next three to ﬁve 1.4. OBJECTIVES AND years, the Group plans to establish itself as an STRATEGIES owner-operator of sizeable hydrogen plants (up to 100 MW capacity), thus covering the entire The strategy of the Group is deﬁned in four hydrogen project value chain: targets: - from developing INCREASED FOCUS ON EXPANDING PRO- - through building DUCTION CAPACITY AND SALE OF GREEN - operating (and ensuring maintenance), HYDROGEN - owning (either on a standalone basis or together with a partner) H2APEX sees great potential in the ongoing - and marketing (i.e. securing offtake). consolidation of the market for green hydrogen in Germany. The Group is well positioned to take 009 H2APEX GROUP MANAGEMENT REPORT In order to accelerate the expansion of its own CONSOLIDATE PROJECT DEVELOPMENT capacities, H2APEX had already developed a BUSINESS further, additional hydrogen production plant at the Rostock-Laage site, which is supported In addition, the Group intends to continue to by ﬁnancing as part of the European Important implement selected projects in the area of Projects of Common European Interest (IPCEI). In project development, in particular to capitalize its addition, the Company owns strategically located pipeline of hydrogen projects for third parties (e.g., land in Lubmin. Thanks to its proximity to offshore steel plants or other energy/emission intensive wind farms, the OPAL hydrogen pipeline currently industries). H2APEX experiences that the third- being planned and an existing substation, the site party project development operations are a key in Lubmin offers the best conditions for further pillar to achieve the planned business shift and expansion and the construction of additional own have a symbiotic relationship, mainly for the plants. The planned conversion of existing gas following reasons: (i) third party projects create pipelines to hydrogen operation by 2027 will also proﬁts and positive cash ﬂows from an early enable the Group to beneﬁt from more cost-effec- stage, which is rare among hydrogen companies, tive transportation and more efﬁcient distribution, helping to ﬁnance the investments needed to which will also strengthen its economic viability. develop own production capacity, which do not These initiatives represent an important step in generate positive cashﬂows until commissioning establishing a scalable and resilient revenue and operation, (ii) they provide the blueprints model. In the beginning of 2025, H2APEX was and required skillset to efﬁciently scale-up own permitted to shift the public grant under IPCEI to production plants, while reducing execution Lubmin. risk for the Group and stakeholders involved in the projects (e.g., shareholders, debt providers, H2APEX is currently examining various options power suppliers, offtakers, governmental entities), for ﬁnancing the construction of its own plants, and (iii) most customers in the third-party including strategic partnerships with third par- project development area pursue a staggered ties as joint venture (JV) partners, such as utility approach of building-up hydrogen capacities, companies, offtakers or other ﬁnancial investors. usually starting with a smaller (e.g., 10 MW) This structure offers several strategic advantages, plant, which gets subsequently expanded. At the including a stronger market position and greater same time, most customers are not interested ﬁnancial ﬂexibility due to lower own investments. in owning and operating a large-scale hydrogen In addition, H2APEX intends to use the partners' plant. Consequently, one of the Groups strategic expertise and resources to accelerate project potentials is that many project development implementation and scale its business activi- customer relationships will offer follow-on ties more efﬁciently. By tapping into the “owner- revenue potential and the opportunity of (co-) operator” market for hydrogen plants, the Group owing and operating the expansion plants. also aims to counter a potential commoditization and subsequent downward price pressure in the The Group’s project pipeline currently includes project development business. In the medium to several mid-size (10-50 MW) projects, which are long term, the Group therefore expects to gener- mostly in an early stage (i.e., pre-feasibility study ate most of its revenues with this business line, phase) or in an advanced development stage (i.e., thereby ensuring greater revenue stability, predict- detail planning phase). However, some of them able cash ﬂow, improved scalability and thus pro- are more mature and already in the tender phase, viding a solid foundation for sustainable long-term so the Group is optimistic that it will be awarded growth. with further signiﬁcant work soon. By leveraging on its experience and ﬁrst-mover advantage, in particular against the background of its industrial 010 H2APEX GROUP MANAGEMENT REPORT park in Rostock-Laage, the Group also intends capacity constraints should the Group win many to tackle larger-scale projects with attractive of them. The Group heavily relies on the profound margins. know-how of its key personnel for its project development business and requires qualiﬁed CERTIFICATION AND SERIAL PRODUCTION professionals and industry experts. In addition to FOR VARIOUS STORAGE SOLUTIONS design and engineering personnel, the Group also needs to ﬁnd additional sales team members to The Group has a particular focus on the scale up its operations and to attract expertise development of different storage solutions. While with regard to project ﬁnancing and contracting production and conversion of green hydrogen for the planned expansion of its “own operations” are, by and large, well explored and rather business line. straightforward, transport and storage continue to be key challenges in the (green) hydrogen The Group has signiﬁcantly grown its employee ecosystem. Since pipelines will not connect base organically in 2023 and 2024 and plans to each and every location, efﬁcient transport further intensify its efforts to attract qualiﬁed solutions are constantly being investigated. The employees. However, since qualiﬁed personnel is same applies to storage solutions as they are often hard to ﬁnd outside of metropolitan areas, especially complicated in urban environments, the Group will also focus on growing its employee which require high safety standards. Following basis by opening new ofﬁces in strategic the development of stationary and portable locations. The Group believes that this approach pressure-based storage solutions together with will enhance its market share in the green long-term partners, including the Fraunhofer hydrogen industry and, through its extended Institute in Rostock, the Group has started the geographical footprint, the Group expects to production of such storage solutions in small be able to also provide a broader geographical numbers at its own facilities and is searching for market coverage in Germany. a strategic partner to enter serial production for these solutions in larger numbers (up to 55,000 1.5. INTERNAL MANAGE- tanks per year). In addition, the Group focuses MENT SYSTEM on research in chemical storage solutions, in cooperation with the Leibniz-Institut for Katalyse e.V. (LIKAT). The carrier that the Group The aim of H2APEX management is to investigates together with LIKAT for its chemical sustainably increase the Group's corporate storage solution is non-toxic, unlike other carriers. value and thus the value for shareholders. It is The Group’s research is at an advanced stage important that revenue growth is linked to above- and focuses on identifying additional ﬁelds of proportional proﬁtability and that H2APEX is able application. LIKAT has already developed a to enhance its ﬁnancial strength for investments prototype, which shall be scaled-up in size going and further, including inorganic growth. To achieve forward. this goal, an internal control system is used. EXPAND GEOGRAPHICAL FOOTPRINT AND The following aspects are in the foreground: GROW EMPLOYEE BASE ORGANICALLY AND - Growth through the acquisition of projects and THROUGH ACQUISITIONS AND ENGAGE IN customers EXCLUSIVITY AGREEMENTS WITH ELEC- - Project proﬁtability TROCHEMICAL ENGINEERING COMPANIES - Improvement of operational cash ﬂow through efﬁcient working capital The Group has grown rapidly in the past few - Liquidity for upcoming growth through years and is currently involved in a signiﬁcant sufﬁcient ﬁnancing number of award processes, which could result in 011 H2APEX GROUP MANAGEMENT REPORT The relevant key ﬁgures are in particular: revenue, basis at the quaysid. The concepts developed EBITDA, net debt and operating cash ﬂow. In have revealed opportunities to help shape new addition to standardized controlling, these key business areas for compressed gas storage ﬁgures are monitored in regular meetings with and hydrogen production in the maritime regard to upcoming projects, tender modalities, industry. This project run out 31st August ongoing projects and ﬁnancing options. At the 2024.. same time, the cost items are subject to regular budget control. At the end of each year, revenue - H2Cycle: Currently used hydrogen storage and cost items are budgeted for the following year. methods often do not meet the requirements These budgeted values are then compared with from the industry. Other methods, such as the actual values every month and deviations are certain chemical storage methods, are still analyzed. H2APEX works with a dynamic budget immature. In this project, a plant concept for a model, which means that changes in one position CO2-neutral hydrogen storage system based can be directly accompanied by any necessary on formats and bicarbonates, and a test and adjustments in other budgeted positions in order demonstration plant will be built for further to ensure planned proﬁtability. research. In the completed project, a prototype for the chemical storage of hydrogen was successfully built and put into operation. For 1.6. RESEARCH AND this purpose, a suitable catalytic process was DEVELOPMENT (“R&D”) effectively developed with the cooperation partner, which represents an efﬁcient and CO2- The Group relies heavily on Research and neutral cycle. Development(R&D) for its hydrogen storage solutions business. Therefore, the Group does - H2Transformate: As part of developing CO₂- not invest in fundamental research but focuses free hydrogen storage based on formates on the advancement of products and solutions and bicarbonates, a feasibility study was to reinforce its competitive advantage in this also funded to closely examine the technical important sub-sector of the hydrogen ecosystem. and economic aspects of employing this Its targeted investments in R&D over the past technology for the global transport of hydrogen years have resulted in several innovations and using these salts. This feasibility study has patents. The Group has an R&D department, been completed and resulted in a proposal which is mostly ﬁnanced through public funding to develop a facility aimed at demonstrating and includes ﬁve dedicated employees. This R&D the practicality of this technology for large- team is located in Rostock-Laage. scale, CO₂-neutral energy transport. The follow-up project called “FormaPort” with three The Group recently has been and is currently local partners (LIKAT; University of Applied involved in four main R&D projects, which all relate Science Wismar and a local industrial plant to cost and energy efﬁcient storage: constructor) is currently being processed. - E2MUT: In the multidisciplinary project - SuME: The project is a joint research project “E2MUT”, the partners explore emission- with LIKAT, Fraunhofer-Institut für Keramische free electric mobility for maritime urban Technologien und Systems (IKTS), Technische transport (i.e., navigation in coastal sea Universität Bergakademie Freiberg and other waters, inland waterways and large lakes). The partners, in which the Group and LIKAT Group participates in research regarding the co-develop a chemical synthesis route simulation-based development of concepts towards efuels. The role of the Group is to for maritime energy provision on board and provide hydrogen through electrolysis for the the infrastructure for refueling on a hydrogen synthesis of methanol. The methanol is further 012 H2APEX GROUP MANAGEMENT REPORT reﬁned through additional steps, which also station, each serving three different functions: involve utilizing the oxygen from electrolysis, conversion of alternating current, conversion to produce an e-fuel. The Group will either of alternating current to direct current and directly submit the developments as its own generation, storage and transport of hydrogen. patents or will become the owner of the HydroExceed contributes to the project with background IP that is developed in the course the development of a simulation-based cost of this joint project. HydroExceeds main tool for the production of offshore hydrogen. contribution to the technical implementation This project will run until 30 September 2025. of the synthesis route is the development of a hydrogen electrolysis that initially provides In addition to its close cooperation with LIKAT, the process with hydrogen and oxygen in where the Group even has its own laboratory and the required quantities, purity and pressure ofﬁces, the Group also enjoys close relationships level. This project is scheduled to run until 31 with other universities and research institutions, January 2026, but due to its high technological such as the Fraunhofer Institute for Large level it is planned to extend the project duration Structure in Production Engineering (IGP), the to the end of 2026. University of Rostock, the Wismar University of Applied Sciences and the Stralsund University of - MuWIN: The goal of MuWIN with the main Applied Sciences. partners University of Rostock and Großmann Ingenieur Consult GmbH (GICON), is to develop a modular, standardized, and scalable 2. FUNDAMENTALS OF H2APEX SHARES Tensio Leg platform (TLP) design that can be adapted for various ﬂoating offshore wind sites across Europe. The substation consists The Company’s share capital amounts to Euro of a an interface station, and a topside 564,384.91, represented by 36,359,162 Ordinary Share price development 2024 013 H2APEX GROUP MANAGEMENT REPORT Shares and one unlimited share with no par value. Under the current assumption that the trade The Ordinary Shares are publicly traded on the policies of Europe’s key trading partner, the United Frankfurt stock exchange. States of America, have become increasingly uncertain following new tariff measures During 2024 H2APEX shares traded between announced in early 2025, the impact on euro area EUR 4.04 and EUR 6.60. The share trading exports is expected to intensify, putting additional volume amounted to 506,098 shares at XETRA pressure on external demand and weighing on the (2023: 1,290,000 shares). economic recovery. On 30 December 2024, the last trading day of the The unemployment rate is set to decline further year 2024, the share price closed with EUR 5.60, to historically low levels. As some of the cyclical the market capitalization of H2APEX amounted to factors that have recently reduced productivity Euro 203.6 million ( 29 December 2023: start to unwind, productivity is expected to pick Euro 167.3 million). up over the projection horizon, although structural challenges remain. Throughout 2024, H2APEX’s share price was considerably more volatile than the DAX. Whereas The recent OECD outlook of March 2025 projects the DAX achieved an increase of approximately that global GDP growth is expected to moderate 18% over the year, H2APEX’s share price from 3.2% in 2024 to 2.8% in 2025 and 3.0% in experienced an overall downward trend, despite 2026, with higher trade barriers in several G20 temporary phases of outperformance. economies and increased policy uncertainty weighing on investment and household spending. For the euro area, real GDP growth is projected to 3. REPORT ON ECONOMIC be 0.8% in 2025 and 1.2% in 2026, as heightened POSITION uncertainty keeps growth subdued. 3.1. MACROECONOMIC During the year 2024, the balance of macro risks AND SECTOR-SPECIFIC in the euro area has shifted from concerns about ENVIRONMENT inﬂation remaining high to fears over growth. The risks to economic growth remain tilted to the MACROECONOMIC ENVIRONMENT downside. The risk of greater friction in global trade, especially due to the escalation of US tariffs Economic view in the Euro area in 2025, could weigh signiﬁcantly on euro area The euro area economy is set to continue its growth by dampening exports and weakening the gradual recovery over the coming years, amid global economy. Lower conﬁdence could prevent signiﬁcant geopolitical and policy uncertainty. In consumption and investment from recovering particular, rising real wages and employment, in a as fast as expected. This could be ampliﬁed by context of robust labour markets, are expected to geopolitical risks, such as Russia’s unjustiﬁed support a recovery in which consumption remains war against Ukraine and the tragic conﬂict in the one of the main drivers. Domestic demand Middle East, which could disrupt energy supplies should also be bolstered by an easing of ﬁnancing and global trade. The recent announcements of conditions, in line with market expectations of the US tariffs have already had a signiﬁcant impact future path of interest rates. Although surrounded on stock exchanges and economic forecasts. by high uncertainty, ﬁscal policies are assumed to Growth could also be lower if the lagged effects be on a consolidation path overall. Nevertheless, of monetary policy tightening last longer than funds from the Next Generation EU programme expected. Conversely, growth could be higher if should support growth until the expiry of the easier ﬁnancing conditions and falling inﬂation programme in 2027. allow domestic consumption and investment to rebound faster. 014 H2APEX GROUP MANAGEMENT REPORT Economic output in Germany is emerging only In conjunction with the decline in employment slowly from stagnation that has been ongoing since mid-2024, there is The German economy is not only struggling thus a marked decrease in the average number with persistent economic headwinds, but is of persons in employment over 2025. However, also having to adapt to changing structural existing staff should be put to greater use again conditions. This is affecting the industrial sector in over the course of the year, clawing back some of particular, putting a strain on its export business the depressed level of productivity and working and investments. The labour market, too, is now hours. Against this backdrop, unemployment responding noticeably to the protracted weakness continues to rise well into next year. The labour of economic activity. This is dampening private market outlook for 2025 is thus distinctly weaker consumption. Against this backdrop, the German than half an year before. economy is set to stagnate in the winter half-year 2024-25 and only begins to make a slow recovery In 2025, the elimination of the inﬂation compen- over the course of 2025. Exports then gradually sation bonuses also dampens wage growth, as beneﬁt from the growing sales markets, albeit these are only partly replaced by regular wage to a lesser extent than used to be the case. After increases. Wage growth sees a sharp drop to some delay, business investment also goes back 2.5 % on an annual average 1. In 2026, negotiated up on the back of rising capacity utilisation and wages grow somewhat more strongly again. This lower ﬁnancing costs. Private consumption rises is still under the inﬂuence of large agreements consistently, but is initially noticeably slowed by a running for long terms that were reached during temporary weakening of the labour market and a the period of high inﬂation, however; these are no signiﬁcant decline in wage growth. Under these longer relevant in 2027. conditions, the German economy is expected to grow only marginally in 2025, but somewhat more Capital Markets signiﬁcantly in 2026 and 2027. Calendar-adjusted According to Merrill Lynch, abounding uncertainty real GDP fell again slightly in 2024, by 0.2 %, then is weighing on sentiment across consumers, is expected to grow by 0.3 % in 2025 and by 0.9 investors and businesses, creating a divergence % in 2026. The growth outlook is thus revised between “soft data,” which captures perceptions signiﬁcantly downwards over the entire forecast and expectations, and “hard data,” which reﬂects period compared with the June Forecast – for actual levels of economic activity. Measures of 2025 most of all. This is primarily due to the more consumer sentiment fell to multiyear lows in persistent weakness in the industrial sector, which March, investor sentiment is increasingly bearish, is not only accompanied by a more persistent and much of the pro-business enthusiasm weakness in cyclical demand but is to a large observed post-election in the U.S. has dissipated. extent considered to be structural now, too. The The 20% U.S. import tariff on European Union outlook for exports and industrial investment is goods has taken some of the shine off European thus considerably gloomier. The forecast for the equities. On a year-to-date basis, however, the increase in private consumption has also been region has outperformed major U.S. indices, revised sharply downwards. This reﬂects the buoyed by German ﬁscal activism, European signiﬁcantly weaker labour market outlook, ﬁrst re-armament and relatively attractive valuations, and foremost. among other factors. Also at play are mounting policy-related worries in the U.S. Yet even prior Change in Labor Market in Germany to the tariff news, Merrill already indicated that The economic recovery gradually taking hold in investors should approach Europe with caution, the course of 2025 is initially unlikely to lead to citing structural barriers, regional fragmentation, increased hiring in the labour market. Employment massive trade dependencies, weak productivity, is expected to go down again slightly in 2025. index revenue exposure and market concentration 1 See link, page 31 middle section: https://publikationen.bundesbank.de/publikationen-en/reports-studies/monthly-reports/monthly-report-december-2024-947276 015 H2APEX GROUP MANAGEMENT REPORT risks. The challenges for the European Union— uncertainties, market ﬂuctuations, and geopolitical as a supranational entity attempting to balance factors can impact investor conﬁdence and the interests of 27 nation-states—remain inﬂuence investment decisions. signiﬁcant, particularly in simplifying bureaucratic complexity, harmonizing rules and regulations, The Group develops, builds and operates green reducing economic disparities among member hydrogen electrolysis plants for the decarbonization states, boosting productivity, securing energy of industry, infrastructure and mobility and independence, and fostering future tech leadership. therefore covers the entire hydrogen plant value chain. Green hydrogen is hydrogen generated Schwab Center of Financial Research (“Schwab”) by renewable energy or from low-carbon power. also expects continued uncertainty: The United Green hydrogen has signiﬁcantly lower carbon States' tariff policymaking has led to massive emissions than grey hydrogen, which is produced volatility—both in markets and in economic by steam reforming of natural gas, which makes up expectations. In the short term, the Nasdaq the bulk of the hydrogen market. Green hydrogen Composite and the Russell 2000 indices had can help decarbonise sectors such as shipping fallen into bear market territory (deﬁned as down and transportation, where it can be used as a fuel, at least 20% from recent peaks), while the S&P as well as in manufacturing industries such as 500® index came close to entering the same steel and chemicals, where it can constitute an territory. Schwab expects that ongoing geopolitical important raw material as well as a fuel. tensions, elevated trade barriers and slowing global growth prospects will continue to impact investor Hydrogen is a central component of the strategy sentiment in 2025. for achieving the EU climate targets for 2030 and is particularly relevant for Germany as an industrial Uncertainty is similarly expected by Deutsche hub. Within this framework, by 2030 at least 40 Bank. Even before the U.S. tariff announcements, GW of electrolysis capacity is to be available in the Deutsche Bank forecast that 2025 would EU and up to 10 million tons of green hydrogen are present signiﬁcant challenges for investors, to be produced annually in the EU. The investment as markets would have to navigate through a volume for this is estimated at around EUR 300 landscape shaped by the “three Rs” — recession billion and will be supported to a considerable risks, interest rate dynamics, and market extent by state subsidies. In Germany, 10 GW of rotations. The announcement of new tariffs has electrolysis capacity is to be created by 2030 – further heightened these risks. Deutsche Bank subsidies amounting to EUR 9 billion have already emphasizes that with markets already pricing in been pledged for hydrogen technology. a weaker growth trajectory for 2025, maintaining investment discipline and resilience will be critical Global hydrogen demand is expected to grow for achieving long-term portfolio success. to 140 Mt in 2030 (i.e., 4.5% compound annual growth rate since 2021). After 2030, the demand SECTOR-SPECIFIC ENVIRONMENT for hydrogen is expected to grow signiﬁcantly, particularly in the mobility segment. In 2050, the Demand and production largest hydrogen markets together, i.e., China, The energy and power industry is undergoing Europe, and North America, are expected to signiﬁcant transformations driven by technological account for 60% of the global hydrogen demand, advancements, environmental concerns, and the which is expected to amount to 660 Mt. Due to need for a sustainable and resilient energy future. the losses of energy in the supply chain as stated There is a growing emphasis on energy efﬁciency above, to fulﬁll this demand 690 Mt of hydrogen will measures and demand-side management to be needed. (Source: McKinsey & Hydrogen Council, optimize energy consumption. However, economic Hydrogen for Net-Zero) The expected global hydrogen demand by segment until 2050 is shown in the following diagram1: 016 H2APEX GROUP MANAGEMENT REPORT HHV: Higher Heating Value The projections presented are based on the 2021 Based on the type of hydrogen and fuel cells splitted "Hydrogen for Net Zero" study by McKinsey & in three classes as 0.1kw; 1.4kw and more than 4kw Company and the Hydrogen Council. In 2024, it is expected that growth will be visible in all classes, McKinsey revised its long-term hydrogen demand while 0.1kw will be the lowest number followed by forecasts downward, citing higher costs, regulatory 1.4kw and 4kw. The total volume is expected to challenges, and increased uncertainty regarding grow by about 50% from 2024 until 2031. sector-speciﬁc hydrogen adoption, particularly in the heating and industrial segments. As a result, actual Grid for distribution future hydrogen demand, especially for building The Federal Network Agency approved in 2024 and industry heat, may be lower than originally the grid for hydrogen: Germany will see the ﬁrst anticipated. hydrogen ﬂow in pipelines from 2025 after the The following graphic shows the expected hydrogen demand by region in 2030 and 20501: 1 Source: McKinsey & Hydrogen Council, Hydrogen for Net-Zero 017 H2APEX GROUP MANAGEMENT REPORT country’s "core hydrogen grid" was approved. electrolysis thus solves the core problems of The backbone of the long-distance transmission renewable energies by making them storable, network for hydrogen will be slightly smaller transportable and being available in a versatile than initially planned. The energy industry widely energy carrier.storable, transportable and being welcomed the approval. available in a versatile energy carrier. "The ﬁrst hydrogen pipelines of the core grid will 3.3. RESULT OF OPERA- go into operation as early as next year," economy TIONS, FINANCIAL minister Robert Habeck said during a press POSITION AND NET conference. "The core grid is the starting point for a new infrastructure and a central component ASSETS of the energy transition. This makes Germany a pioneer in Europe." 3.3.1. RESULT OF OPERATIONS The core grid is set to be completed by 2032 and will cost nearly 19 billion euros. It will be made up of 9,040 kilometres of pipeline that will be ﬁnalised over the next few years. All federal H2APEX Group SCA ﬁnancials have been integrat- states will be connected to the network, which ed into APEX Group ﬁnancials after its acquisition will link the focal points of hydrogen production, in January 2023. consumption, storage and import. Habeck likened the hydrogen grid to the autobahn (Germany's Overview key ﬁgures: motorway), saying that the big arteries had to be January - built ﬁrst, with smaller feeder roads connecting December companies and power plants coming later. (in EUR 1.000,000 expenses in parentheses) 2024 2023 Income Statement 3.2. COURSE OF BUSINESS Net Sales 29,6 15,3 With signing and closing the merger agreement Gross Proﬁt 0,3 1,2 agreement on 19 January 2023, H2APEX started with a new operating business as a leading EBITDA * -16,4 -18 developer and operator of “green” hydrogen electrolysis plants for the decarbonization of EBIT -25,6 -22,2 industry, infrastructure and mobility. Net Loss for the period -27,8 -24,6 H2APEX’ goal is to become an internationally per ordinary share Euro -0,8 0,7 established developer and operator of hydrogen plants. In its core business, the Group develops, Adj EBITDA * -16,3 -16,1 builds, and sells or operates green hydrogen electrolysis plants for the decarbonization of industry, infrastructure and mobility, covering 31.Dec 24 31. Dec 23 the entire value chain for hydrogen plants. Water Backlog in Mio EUR ** 9,5 34 (H2O), with energy of renewable origin such as photovoltaics or wind power, is separated into hydrogen (H2) and oxygen (O2) in APEX's Employees (Average 113 81 headcount) *** electrolysis plants. This "green" hydrogen, obtained exclusively from renewable energies, can then Rounding differences can occur be stored, used directly as a source of energy * Unaudited or transported to the place of use. Hydrogen ** Fixed orders *** Without employees of General Partner 018 H2APEX GROUP MANAGEMENT REPORT Revenue increased in the ﬁnancial year 2024 to Depreciation and amortization increased in 2024 EUR 29.6 million (2023: EUR 15.3 million) due to to EUR 9.2 million (2023: EUR 5.2 million), mainly further proceeds from the project development due to the goodwill impairment related to Plant segment. Other income slightly decreased to EUR Engineering of EUR 3.2 million. 0.9 million (2023: EUR 1.0 million). The directly attributable costs related to these revenues The ﬁnancial result in 2024 amounted to EUR -1.6 amounted to EUR 29.2 million (2023: EUR 13.7 million (2023: EUR -2.1 million). The ﬁnancial result million). Gross proﬁt decreased to EUR 0.3 million includes interest received for deposits and interest (2023: EUR 1.2 million). expenses for ﬁnancing loans. Personnel costs and other operating expenses EBITDA in 2024 amounted to EUR -16.4 million increased due to the ramp-up of the business and (2023: EUR -18.0 million), unaudited adjusted hiring of employees. The number of employees EBITDA amounted to EUR -16.3 million for 2024, as of 31 December 2024 was 113 (31 December reﬂecting the elimination of the expenses for the 2023: 81). Personnel costs subsequently SOP in an amount of EUR 0.1 million in 2023 increased to EUR 8.9 million in 2024 (2023: EUR (2023: EUR -16.1 million). 6.9 million). Other operating expenses in 2024 amounted to EUR 9.2 million compared to EUR The net loss in 2024 amounted to EUR 27.8 million 12.7 million in 2023, mainly caused by a decrease (2023: loss of EUR 24.6 million). of legal and consulting costs by EUR 1.0 million and research costs by EUR 1.1 million. The calculation of basic earnings per share (EPS) as of 31 December 2024 is based on the net loss attributable to the shareholders of H2APEX Group SCA. Earnings per share 2024 2023 Proﬁt / (Loss) for continued operations for the year (EUR Ordinary (27,822) (24,635) 1,000) attributable to equity holders of the Company Shares Weighted average number of ordinary shares Ordinary 36,359,163 35,556,043 outstanding Shares Basic earnings / (loss) per share (Euro/share) on Ordinary (0,77) (0,69) total group Shares Diluted weighted average number of ordinary Ordinary 39,023,606 36,470,016 shares outstanding Shares Diluted earnings / (loss) per share (Euro/share) on Ordinary (0,71) (0,69) total group Shares 019 H2APEX GROUP MANAGEMENT REPORT (in million EUR) 31.12.2024 31.12.2023 Balance sheet Non-current Assets 53.7 60.8 Current Assets 37.5 61.7 Equity 30.4 57.9 Non-current liabilities 34.2 34.6 Current liabilities 26.7 30.0 3.3.2 FINANCIAL POSITION 2024 (31 December 2023: EUR 5.4 million) due to no prepayments at year-end 2024 (2023: EUR 4.5 As of 31 December 2024, the total assets million). amounted to EUR 91.2 million, compared to EUR 122.5 million as of 31 December 2023. The At the end of the reporting period, H2APEX signiﬁcant decrease is related to the lower cash Group’s equity amounted, to EUR 30.3 million, position as a result of higher ongoing project versus EUR 57.9 million as of 31 December 2023. costs (material costs) and related wages, which This translates into an equity ratio of 33.2% as at are not invoiced yet, and further loan repayments. 31 December 2024. The share capital represents the share capital of H2APEX Group SCA with Non-current assets decreased by EUR 7.1 million EUR 0.6 million as of 31 December 2024 (31 to EUR 53.7 million (31 December 2023: EUR December 2023: EUR 0.6 million related to Apex 60.8 million). The decrease mainly results from Group). the goodwill impairment of EUR 3.2 million and a decrease in tangible assets related to the sale of a The non-current liabilities slightly decreased to land including a building with the amount of EUR EUR 34.2 million (31 December 2023: EUR 34.6 3.9 million. Deferred tax assets amounted to EUR million). 0.1 million (31 December 2023: EUR 1.1 million). The decrease of the current liabilities to EUR 26.7 Current assets amounted to EUR 37.5 million, million as of 31 December 2024 (31 December compared to EUR 61.7 million at year-end 2023. 2023: EUR 30.0 million) is mainly due to the The decrease of the cash position from EUR 44.5 decrease of current shareholder loans by million as of 31 December 2023 down to EUR EUR 7.4 million, the decrease of provisions by 16.1 million as of 31 December 2024 has the EUR 1.5 million and the decrease of contract strongest effect, while contract assets increased liabilities by EUR 1.1 million, while trade payables by EUR 11.4 million as of 31 December 2024 liabilities increased to EUR 12.9 million (31 (31 December 2023: EUR 5.9 million) due to December 2023: EUR 5.2 million). further proceeds from the project development. In addition, trade receivables decreased to EUR 2.2 million (31 December 2023: EUR 5.7 million) due to timely payments by customers. Other loans and receivables decreased by EUR 3.8 million to EUR 1.6 million as of 31 December 020 H2APEX GROUP MANAGEMENT REPORT Financial situation As of 31 December 2024, the cash and cash equivalents amounted to EUR 16.1 million (31 December 2023: EUR 44.5 million). The cash position decreased due to higher ongoing project costs (material costs) and related wages, which are not invoiced yet, and further loan repayments. Financial liabilities summed up to EUR 37.5 million (31 December 2023: EUR 43.7 million). The decrease in 2024 is based on the repayment of APEX’s ﬁnancial loans. The net cash position amounted to EUR -21.4 million as of 31 December 2024, while as of 31 December 2023 net cash position was EUR -0.1 million. 3.3.3.NET ASSETS The following equity table shows the acquirer, while the Company was the development of equity during 2024, reﬂecting acquiree. The share capital is deﬁned by the the reverse acquisition accounting. For acquiree, while the remaining acquired equity accounting purposes, Apex Group was the of the acquiree is shown as paid in capital. Issued and Capital paid-in reserves/ Non- share Share pre- Retained controlling Consilidated (in EUR 1,000) capital mium earnings interests Equity BALANCES AT 1. JANUARY 2023 312 20,570 (28,902) 3 (8,017) Proﬁt/(Loss) for the period (24,689) (24,635) 0 0 54 Expenses directly offset with equity (related to capital increase) 0 0 (1,092) (1,092) 0 Expenses directly offset with equity (stock option program) 0 0 1,946 0 1,946 Currency translation differences 0 0 (1,281) 0 (1,281) Effects from reverse acquisition 0 40,634 0 0 40,634 Effects from change in scope of consolidation 0 0 (8) 70 62 Capital increase 252 0 0 0 252 Changes in capital reserves 0 50,000 0 0 50,000 BALANCES AT 31. DECEMBER 2023 564 111,204 (54,025) 127 57,869 BALANCES AT 1. JANUARY 2024 564 111,204 (54,025) 127 57,869 Proﬁt/(Loss) for the period 0 0 (27,900) 78 (27,822) Expenses directly offset with equity (stock option program) 0 0 27 0 27 Changes in capital reserves 0 0 258 0 258 BALANCES AT 31. DECEMBER 2024 564 111,204 (81,640) 204 30,333 021 H2APEX GROUP MANAGEMENT REPORT 3.4. FINANCIAL AND SOCIAL RESPONSIBILITY NON-FINANCIAL KEY PERFORMANCE Sustainability INDICATORS With its Group portfolio, H2APEX provides and targets innovative products and solutions worldwide that secure sustainable success for its The Group is controlled by ﬁnancial and non- customers and therefore, contributes continuously ﬁnancial key performance indicators: to global sustainable development. This is based on a responsible corporate management geared FINANCIAL INDICATORS to long-term value creation. Recent investment in green hydrogen underpins this strategy. Revenue Revenue is the most important indicator to show Development and technology investments the growth of the business, supported by backlog. The availability of qualiﬁed development capacities and state-of-the-art production EBITDA technologies is crucial for the sustainable EBITDA is the important performance measure business development of H2APEX’s business for the proﬁtability of the business and to activities. Focus was and is strongly technology monitor the cost structure. EBITDA is deﬁned as: oriented. Earnings before interest, taxes, depreciation and amortization. Social responsibility Social responsibility is important for the Net Debt management and the employees of the Group, Net Debt is used to monitor the liquidity of the not only in the area of customers and sustainable company and to assist in presenting the Group’s products. ﬁnancial capacities at balance sheet date. Net Debt is calculated as ﬁnancial debt adjusted for Corruption cash and cash equivalents. With regards to corruption and bribery the Group has a zero-tolerance approach. Since the Operating Cashﬂow Group is mainly active in countries with a stable Operating Cashﬂow is the measure for cash political and regulatory environment (Germany, generation out of the business, which can be Luxembourg), corruption is not regarded as a used for investments and improving the ﬁnancing priority issue. situation. Operating Cashﬂow is derived from the cashﬂow statement. Internal Control System The Supervisory Board and the General Partner ENVIRONMENT are aware that a well-functioning internal control system including a regular detailed reporting Corporate responsibility essentially helps to prevent and detect cases of H2APEX contributes actively to environmental corruption and bribery. protection through its careful handling of natural resources as well as the avoidance or recycling of The Group has a clear management and waste. Additionally the business model at all is set corporate structure. The areas of responsibility up to improve the environment by replacing oil and are clearly assigned. The ﬁnancial systems used gas energy usage though hydrogen energy. are protected against unauthorized access by appropriate IT systems and processes. In addition, for all relevant and signiﬁcant processes, the four- eye principle is required. 022 H2APEX GROUP MANAGEMENT REPORT 4. REPORT ON EXPECTED 4.1. REPORT ON EXPECTED DEVELOPMENTS AND DEVELOPMENTS ON OPPRTUNITIES AND RISKS Hydrogen is a central component of the strategy for achieving the EU climate targets for 2030 H2APEX is providing an outlook for the year 2025 and is particularly relevant for Germany as an for the expected business development. Never- industrial hub. Within this framework, by 2030 theless H2APEX is exposed to different risks at least 40 GW of electrolysis capacity is to be and opportunities in connection with its busi- available in the EU and up to 10 million tons of ness activities. The terms “opportunity” and “risk” green hydrogen are to be produced annually include all inﬂuences, factors and developments in the EU. The investment volume for this is that can potentially inﬂuence the achievement of estimated at around EUR 300 billion and will H2APEX’s corporate goals. The basic principle be supported to a considerable extent by state is that inherent opportunities should outweigh subsidies. In Germany, 10 GW of electrolysis inherent risks. H2APEX's risk policy is intended to capacity is to be created by 2030 – subsidies ensure that opportunities that arise are realized promptly in a way that increases the company's amounting to EUR 9 billion have already been value, while at the same time reducing risks pledged for hydrogen technology. Green hydrogen through countermeasures. Risks that threaten is of particular importance here: it contributes the continued existence of the company must be to the decarbonization of the economy and the avoided. In addition to IT, ﬁnance and controlling, decreasing costs for hydrogen electrolysis plants risk identiﬁcation and risk control also extend to due to economies of scale make hydrogen an the areas of sales, project management, develop- attractive option for industry, infrastructure and ment and operational security. mobility. H2APEX adopts a comprehensive risk The Groups unique selling proposition to provide management strategy through the Group for early clean hydrogen at any time and any place enters detection and control of risks and to beneﬁt from into the next phase. After scaling supporting opportunities resulting from operating activities functions and growth of team size and quality and improved market conditions. A balanced we successfully built decentralized third party risk proﬁle is observed in every decision-making hydrogen production. In 2025 H2APEX redeﬁned instance. The risk policy is oriented on the its strategy by expanding the own hydrogen objective of securing and enhancing H2APEX’s production and strengthens the Groups activities position in its markets in order to achieve a at Germany’s most important hydrogen long-term increase in the Group’s value. The industry hub. In July 2024 the investment General Partner and the Supervisory Board have with a total amount of EUR 213 million for our established an internal control system for the 100 MW H2ERO plant and the acquisition of diverse organizational, technical and commercial 100% of shares of HH2E Lubmin Werk GmbH, processes within the Group which is documented Lubmin enabled H2APEX to inforce the group’s by regular reporting. A central component of strategy. Management Board is concentrated on H2APEX’s risk policy is to take risks only if there sustainable improvement of market capitalisation is a high probability that the associated business by increasing high margin hydrogen production, activities will provide added value for the Group. distribution and storage. The underlying requirement is that the risks must always remain transparent and manageable. For the current ﬁscal year 2025, the Group expects its growth course to continue and to aim revenue in a range between EUR 6 million to EUR 8 million. This development will be supported by 023 H2APEX GROUP MANAGEMENT REPORT revenues from the planning and construction of the global hydrogen market may grow slower hydrogen plants for third-party companies, from and/or smaller than expected due to a number of the operation of hydrogen plants and from the factors beyond H2APEX’s control. sale of hydrogen storage tanks. The majority of the revenues expected in 2025 have already been One of the key steps in the development of contractually secured. the market for green hydrogen is the further reduction in the costs for green hydrogen, so The EU funding approved in February 2024 for that it becomes equivalent or lower than that our 100 MW H2ERO plant, for which the company for grey hydrogen and other sources of energy has applied for funding totaling EUR 167 million, which green hydrogen could substitute. The conﬁrms our leading position in the planning and major cost driver for green hydrogen is the price construction of large-scale plants. Further growth for electrolysers, which is expected to decrease potential is in the EU's funding approval for the with the growth in production due to economies IPCEI hydrogen projects because these projects of scale and technical progress. However, there will require project developers such as H2APEX to is no guarantee that production volumes of implement them. electrolysers will increase as long as the demand for green hydrogen does not grow. 4.2. RISK REPORT Another key factor for the production of green hydrogen from renewable electricity is the development and access to such electricity. 4.2.1. RISKS State support for the development of renewable energy sources may change or even expire and SECTOR- AND MARKET-RELATED RISKS may intensify the lack of renewable energy which may lead to higher prices and consequently also Sustained weak economic development or a increase the price of green hydrogen. In parallel, downturn of the economy as well as upcoming this also applies to the Group’s customers trade barriers can have a negative impact on for which the Group develops and integrates H2APEX’s business or strategy. This would hydrogen production plants in case there is no result in decreasing sales and margin pressure direct connection to a wind or solar farm or such on companies. H2APEX counters these risks electricity does not cover the demand. by way of constantly monitoring the situation and evaluating comprehensive activities. In Moreover, the development of a centralized addition, H2APEX is constantly working on strictly hydrogen market requires the establishment of managing its costs and focussing on the core a transport infrastructure to connect the place competences of its activities. of hydrogen production with its consumers, which may represent a signiﬁcant investment. The sector and market risks are dedicated to the While in the short term a decentralized approach hydrogen business and are depending on the to industrial hydrogen supply may sufﬁce, with development in this sector, which is driven by growing demand the hydrogen consuming governmental support to proceed with climate industrial plants will have to be connected to a change policy. The current use of hydrogen in the broader hydrogen network infrastructure. In order ﬁght against global warming is still very limited. to transport hydrogen by pipeline with the same Therefore, the hydrogen market and in particular energy density as gas, a very high pressure is the market for green hydrogen produced by water required due to the low density of hydrogen. Such electrolysis with renewable electricity on which pressure can only be generated by compressors H2APEX is focused, is an emerging market with installed along the pipelines if sufﬁcient hydrogen limited volumes as of today. Growth assumptions is available. and estimates may not be correct and, as a result, 024 H2APEX GROUP MANAGEMENT REPORT Furthermore, the industrial transition from fossil The evolving green hydrogen industry is compe- energy to green hydrogen may require substantial titive and, due to H2APEX’s diversiﬁed business investments for the construction of production, model, H2APEX faces competition by different transport, distribution and delivery tools. Financing market players depending on the respective busi- sources may be public or private. Hydrogen market ness area. Some of H2APEX’s current and po- players likely will compete with other players in tential competitors may be larger and may have renewable energy for access to these ﬁnancings substantially greater resources than H2APEX has and may not be able to secure sufﬁcient ﬁnancial and expects to have in the future. They may also resources for the development of a vibrant market be able to devote greater resources to the devel- for green hydrogen. opment of their current and future technologies or the promotion of their offerings or offer lower Green hydrogen technology may be outperformed prices. The supervisory board and the manage- and replaced by other (new) technological solutions ment are taking the risk into consideration while based on other energy carriers. Competing techno- deﬁning the strategy for the Group. logy may be superior in terms of energy-efﬁciency, may be easier to implement on an industrial scale H2APEX acts as a developer and system and, ultimately, be more proﬁtable. integrator for large third-party green hydrogen projects. H2APEX covers the entire project BUSINESS RISK phase, from (pre-)feasibility studies and approval planning to design, engineering, construction In order to successfully grow its business in the and commissioning. During the entire project evolving market for green hydrogen, H2APEX phase, which can take up to approximately 28 relies on its ability to recognize evolving market months for small and mid-size projects, H2APEX trends early and further develop its technologies devotes signiﬁcant time to its projects and to address these trends with its products and ser- allocates ﬁnancial resources to these activities. vices properly and in a timely manner. The absorp- During such projects, H2APEX may encounter tion of such growth, which cannot be assured, difﬁculties inherent in any large projects, such as depends, in part, on H2APEX’s ability to anticipate unexpectedly long delivery times for, or shortages and manage its growth efﬁciently. of, key equipment, parts and materials, labor disputes and work stoppages, health, safety Future growth may require the implementation and/or environmental accidents/incidents or or development of advanced internal controlling other safety hazards, disputes with suppliers, measures in order to ensure proper risk manage- adverse weather conditions or any other force ment, adequate business planning and reliable majeure events, and delay in obtaining regulatory ﬁnancial reporting. In the event such internal approvals or permits. These difﬁculties, among controls fail or are not progressed in line with busi- other things, could result in delays or additional ness growth, H2APEX may, among other things, costs that could make projects less lucrative than not be able to prevent or detect errors, such as initially planned. H2APEX could also be exposed miscalculations of resources and capacities and to contractual penalties for failure to complete the accounting errors, or fraud. project in a timely manner. If H2APEX cannot manage its growth properly, it Similar risks may also arise in the course of may be unable to take advantage of market oppor- H2APEX’s own operations, such as the construc- tunities, execute its business strategies or respond tion of an up to 600 MW green hydrogen plant in to competitive pressures. Any failure to effectively Lubmin at the Baltic Sea near the German-Polish manage H2APEX’s growth could materially and border, which will be operated by H2APEX itself adversely affect H2APEX’s business and pros- on site after its planned completion in 2028. In pects. particular, H2APEX may be unable to identify 025 H2APEX GROUP MANAGEMENT REPORT adequate locations for additional own green particular, regulation on the production, storage, hydrogen plants, which shall be close to the distribution, and sale of green hydrogen and hydrogen end-user, on the one hand, and, on access to renewable energy sources to produce the other hand, suitable for the production of or this hydrogen is currently evolving and H2APEX access to sufﬁcient renewable energy required may face risks associated with changes to these for the electrolysis. regulations. The business risks are controlled by project From time to time, H2APEX may be involved in management and ﬁnancial controlling. In regular legal, governmental or arbitration proceedings management meetings and supervisory board related to the ordinary course of business, meetings business risks and risk controlling are including personal injury litigation, intellectual monitored. property litigation, contractual litigation, environmental litigation, or tax as well as other LEGAL RISKS proceedings. Such disputes may be time- consuming and may entail signiﬁcantly higher Legal risks in connection with acquisitions, operating expenses by additional legal and other divestments, product liability, warranties or related costs. employment law are comprehensively analysed by management and, where required, with external H2APEX has its own legal department to avoid, specialist consultants. mitigate and control legal risks, supported by external advisors. H2APEX relies upon a combination of the intellectual property protections afforded by TECHNOLOGY RISKS patent, copyright, trademark and trade secret laws in Germany, as well as contractual protections, to H2APEX cannot guarantee that it will be able to establish, maintain and enforce rights in H2APEX’s develop commercially viable storage solutions proprietary technologies. for hydrogen and large-scale green hydrogen production facilities in the timetable anticipated, If H2APEX is not able to establish or adequately or at all. In its storage business, the Group has protect IP, in order to prevent infringements, it may developed and designed a pressure tank which have to ﬁle infringement claims. However, there has not been put into serial production yet. can be no assurance that any such claims will be In addition, the Group is currently developing successful. Unauthorized use of IP may seriously a chemical storage solution. However, only a harm H2APEX’s business, damage its reputation prototype exists so far and marketability has and decrease the value of its property. yet to be conﬁrmed. The Group may not be able to develop the technology or achieve its There can be no assurance that H2APEX’s know- commercialization. how and trade secrets will provide H2APEX with any competitive advantage, as the know-how In addition, before the Group releases any product and trade secrets may become known to or be to market, it needs to subject it to numerous independently developed by others, including ﬁeld tests. These tests may encounter problems H2APEX’s competitors, regardless of measures and delays for a number of reasons, many of taken to try to preserve the conﬁdentiality. which are beyond the Group’s control. If these tests reveal technical defects or reveal that the H2APEX is subject to several regulations Group’s products do not meet performance surrounding the security of supply and pricing goals, including reliability, the commercialization of electricity as well as regulations relating schedule could be delayed, and potential to chemical and hazardous substances. In customers may refrain from purchase or use of the Group’s systems and products. 026 H2APEX GROUP MANAGEMENT REPORT Since the Group offers highly customized green Even if H2APEX enters into lucrative customer hydrogen production plant solutions in the agreements, customers may not comply with course of its project development business, the payment terms resulting in payment default. Group envisages the development of a mass Competitive pressure and challenging markets market only in its storage business with regard to may increase credit risk through sales to pressure tanks, which may never develop, or not ﬁnancially weak customers, extended payment within the expected timeframe. If a mass market terms and sales into new and immature markets. fails to develop or develops more slowly than If H2APEX is unable to collect outstanding anticipated, the Group may be unable to recover amounts payable, this may result in write-offs. the losses it will have incurred in the development of its hydrogen tanks and may never achieve For mitigating customer risks, sales department proﬁtability in this business area. and legal department are working together to deﬁne possible risk factors. Payment default The Group’s solutions for the supply of green will be monitored by controlling and ﬁance hydrogen are modular, tech-agnostic and department based on external ratings and other tailor-made to comply with complex customer sources. requirements. Due to the complexity and novelty of the developed projects, the Group’s concepts SUPPLIER RISKS may contain miscalculations, misjudgments, design mistakes and other errors. Errors and H2APEX’s business activities depend signiﬁcantly defects may also occur during the integration on a limited number of third-party suppliers for phase. Once the electrolysis plant is fully key components, such as electrolysers, including operational, the Group may fail to properly stacks, aggregates for water puriﬁcation and maintain and service it, which may lead to defects. components for the compression of hydrogen for Furthermore, customers may claim contractual ﬁlling or transportation purposes. Since the green penalties or compensation for damages. The hydrogen market is about to develop, only few Group may be liable under product liability laws. suppliers exist worldwide. Its reliance on the few existing suppliers exposes H2APEX to volatility in Controlling and mitigating technology risks is the the prices and availability of supply. main task of the developing department and after development mainly the task of quality ensurance. If any of H2APEX’s suppliers cannot or do not meet their obligations under purchase orders or CUSTOMER RISKS supply agreements, including due to production capacity limitations, supply chain bottlenecks, H2APEX’s business success depends to a obligations to other customers or otherwise, large degree on, among other things, entering or if supply chains are disrupted due to natural into customer contracts with large companies. disasters or military conﬂicts, H2APEX may H2APEX’s negotiating power with new customers be unable to locate suitable alternative supply may be limited and, therefore, H2APEX may sources or channels, may be forced to pay higher be unable to enter into customer contracts on prices to obtain the necessary components from favorable terms with appropriate prices. other suppliers or via different logistic routes on short notice or change suppliers and logistic In the project development business, the Group providers. This can lead to reputational risks for develops and offers highly customized solutions, H2APEX. which may not meet potential customers’ demand. Moreover, cyber incidents or suppliers’ ﬁnancial difﬁculties or insolvencies may cause supply chain disruptions. 027 H2APEX GROUP MANAGEMENT REPORT H2APEX controls the risk by staying in touch In addition, a breach of H2APEX’s IT security with the supplier to be informed about changes protocols or cyber-attacks (phishing attack, in the supply chain. Second source policy is intrusion into information systems, etc.) could lead implemented and will be practiced as much as to a personal data breach within the meaning of possible. the applicable regulations or could lead to the theft of sensitive data, exposing H2APEX to the risk of PERSONNEL RISKS administrative, criminal or ﬁnancial sanctions, and a signiﬁcant loss of conﬁdence in the security of H2APEX’s success depends to a certain extent its information systems on the part of customers on the continued service of its management and but also by suppliers and subcontractors. other key personnel, including employees with extensive know-how in hydrogen technology Keeping a strong IT environment and investing in and related research and development IT security is one of the main targets to mitigate (“R&D”) expertise as well as know-how in the such risks. development and design of green hydrogen plants. The loss of the services of one or more FINANCIAL RISKS members of H2APEX’s management team or other key personnel could have an adverse effect a) Market risks (Interest, Currency, Price risk) on its business. As part of the ﬁnancing of its projects, H2APEX There is a process for hiring qualiﬁed people by uses a leverage effect to limit its equity capital using different approaches. Key employees are contribution. mainly searched with the support of external advisors. H2APEX is supporting employees as If a project company, or its holding company, much as possible, who wants to work (partly) were to fail to meet its payment obligations from home ofﬁce or by using ﬂexible working under its ﬁnancing agreements or fail to comply hours. A good team spirit in the Company is an with certain minimum debt service coverage additional advantage to retain the employees. ratios, such default could render the project debt immediately due. In the absence of a waiver or IT RISKS a restructuring agreement on the part of the lenders, the lenders may be entitled to seize The availability and efﬁciency of IT infrastructure the assets or securities pledged as collateral and applications is crucial for the economic (including H2APEX’s interest in the subsidiary that performance of H2APEX’s companies. IT risks holds the facility). consist of the possible failure of operational and administrative IT systems. H2APEX’s business and growth plan require signiﬁcant ﬁnancing and reﬁnancing through IT systems facilitate its sourcing, enterprise the use of equity and external debt. In particular, resource management, controlling, ﬁnance, H2APEX will have to invest signiﬁcantly in customer relations, and quality and order connection with the awarded contracts. The ability management, among other things. H2APEX may to raise additional funds will depend on ﬁnancial face signiﬁcant challenges in maintaining the and economic conditions, as well as other factors, security and integrity of its systems, the security which may be beyond H2APEX’s control. of third-party systems used in its business and the data stored on, or processed by, these In the EU, and particularly in Germany, several systems. projects support the decarbonization through green hydrogen. However, the Group may only 028 H2APEX GROUP MANAGEMENT REPORT partially be granted the amount of public funding c) Liquidity risk applied for, if any. Instead, the Group’s competitors could beneﬁt from public funding. This could With regard to debt ﬁnancing, H2APEX is exposed adversely affect the Group’s competitive position, to the risk of changes in interest rates in the event business, and prospects. In case the Group is of a renewed ﬁnancing, which could increase its granted public funding, such funding may be ﬁnancing cost and, under certain circumstances, signiﬁcantly delayed and, as a result, the Group lead to a reduction of its return on capital. It may have to bear signiﬁcant costs when they cannot be ruled out that credit institutions may occur before receiving any public funds. Further, in general limit their willingness to grant H2APEX the granting of public funding may be conditional such short-term ﬁnancing due to several different and require compliance with certain obligations, developments. and it may also restrict the Group in the use of funds. In case the Group does not comply with Furthermore, equity raisings by H2APEX, such as such conditions, it may have to return granted the issue of new shares to shareholders and new fundings, in part or in whole. investors may not be successful or feasible on favorable terms. Moreover, existing public policies could be changed or even reversed, due to a law or a regulatory or Lack of ability to obtain sufﬁcient funding in the administrative regulation which seeks to favor future could have a material adverse effect on certain traditional sources of energy or alternative H2APEX’s growth opportunities, business and renewable energy sources or because of budget ﬁnancial condition and could, in the future, result constraints entailing a reduction in public funds in insolvency or liquidation of H2APEX. H2APEX available for the implementation of such policies manages this risk by controlling liquidity and which support decarbonized solutions, including liquidity forecasts on a regular basis. green hydrogen. EVALUATION OF THE OVERALL RISK b) Credit risk SITUATION Credit risks exist regarding ﬁnancial institutions Risks that could threaten the continued existence and customers. The credit risk with respect to of the Group are currently not present. ﬁnancial institutions predominantly arises from liquid funds. In order to minimize a possible risk of 4.2.2.RISK MANAGEMENT default, ﬁnancial instruments are mainly entered SYSTEM into with counterparties with prime credit ratings. The credit risk with respect to customers consists of granting terms of credit and the associated H2APEX manages company risks with a group- risk of default. Credit risk is managed on a group- wide risk management system, which is an integral wide basis. Credit risks arise from cash and cash component of the business processes and a equivalents, and deposits with banks and ﬁnancial signiﬁcant element of the decision-making in institutions. Credit exposures to customers, the Company. This allows timely identiﬁcation of including outstanding receivables and committed potential risks arising in connection with business transactions, are managed by the individual group activities, as well as risk monitoring and limitation companies. The monitoring of the credit risks is using suitable control measures. At the same time, supported by an internal monthly reporting. the risk management system serves as a tool to help seize opportunities in the best possible manner in terms of the Group strategy. The risks relevant can be divided into external, i.e. market and sector-speciﬁc risks, as well as internal risks. 029 H2APEX GROUP MANAGEMENT REPORT 4.3. REPORT ON The latter include strategic, ﬁnancial, operational OPPORTUNITIES and company-related risks. The risks deﬁned are documented in the regular reporting of the Companies. If relevant, adhoc reporting is deﬁned FIRST MOVER ADVANTAGE BASED ON and speciﬁc measures will be implemented. HYDROGEN INDUSTRIAL PARK IN ROSTOCK- Additionally, deﬁning investment opportunities and LAAGE selecting the possible investments is controlled and monitored in detail, too. In contrast to many other hydrogen companies, the Group has more than 20 years of experience H2APEX’s core objective is the capital manage- in the renewables energy market and has ment to safeguard the ability to continue to speciﬁcally concentrated on the hydrogen perform its core activities of the development market for several years. Its own grid-connected of end to end customized green hydrogen and hydrogen power plant, which was inaugurated power solutions, maintaining a solvent, reasonable in 2020 and became fully operational (in test and optimal capital structure, reducing the cost mode) in May 2021 is one of the ﬁrst fully of capital and also ensuring the sustainability of integrated and sector-coupled green hydrogen its activities in the long term, providing returns to production facilities in an MW scale in Germany shareholders and beneﬁting the remaining interest (and Europe). The Group’s management believes groups with which H2APEX interacts. H2APEX is that this track record of being a ﬁrst mover in in a growth phase and is building up the business. the hydrogen space has, to a certain degree, set This is ﬁnanced by collecting equity and borrowed the Group apart from most of its competitors, capital. The Company is managed according to as the gathered experience and operational data liquidity aspects. collected has created a unique selling proposition and provides credibility that the Group has the Adaptation of the systems to H2APEX’s risk proﬁle capabilities to successfully complete projects is managed individually by speciﬁcally analyzing in a nascent market. each of the risks and their conditioning factors and taking into consideration their nature, origin, ATTRACTIVE GROWTH MARKET UNDER- possibility and probability of occurrence and the PINNED BY SOLID FUNDAMENTALS signiﬁcance of their impact. Management meas- ures (such as hedges, mitigation, opportunity, etc.) With green hydrogen demand expected to reach that are viable for each risk are also considered. a signiﬁcant market share by 2030 (Source: McKinsey & Hydrogen Council, Hydrogen for Controls are based on the approval of manage- Net-Zero), the Group is active in an attractive ment policies and include mechanisms to set and growth market. While grey hydrogen had a share control operational limits, as well as authorization in the overall hydrogen production of 98% in 2020 and supervision processes, together with opera- (Source: Alpha report), it is bound to be phased tional procedures. out in the next decades due to several trends and activities. Governmental decarbonization efforts result in increasingly stringent regulations, such as emission trading schemes or the carbon border adjustment mechanism, an EU mechanism for payments on imports of carbon- intensive products. Aiming in the same direction, public support schemes bolster the development of green hydrogen deployment through funding, 030 H2APEX GROUP MANAGEMENT REPORT e.g., the IPCEI on hydrogen, which was initiated ADVANTAGEOUS LOCATION AND GEO- in December 2020, or REPowerEU, a set of GRAPHIC FOCUS TO CAPTURE GROWTH measures proposed by the EU Commission to reduce energy consumption, generate renewable The Group’s operational headquarters and its energy and diversify European energy production. industrial park are located in Rostock-Laage Such support schemes do not only exist in the in the north of Germany at the Baltic Sea EU, but also in the US and China. The anticipation coastline. Due to the access to the Baltic Sea of funding has led to strong recent growth in the and the high capacities regarding onshore and hydrogen market, in particular regarding capacity offshore wind energy generation, this region announcements, the maturing of hydrogen offers multiple sources for the production of projects and the deployment of electrolyzers. green energy. The federal state Mecklenburg- (Source: McKinsey & Hydrogen Council, Hydrogen Western Pomerania, to which Rostock belongs, Insights) is one of the pioneers with its green energy and green hydrogen strategy, providing ﬁnancial In addition to the megatrend relating to support for research institutions and companies. decarbonization and the increased use of In addition to green energy, water is the base renewable energy sources, the decline of material for the production of green hydrogen electrolyzer costs will also foster the market and is readily available in high quality both at growth in the green hydrogen market. the Group’s operational headquarters and at the Electrolyzers are a key component for the locations where the Group is doing business. As production of green hydrogen and the costs of the Group will continue to focus on the EU for its electrolyzers are a major expense item. Scaling operations in the mid-term, there is a very low and automation of electrolyzer production is risk that high-quality water will become scarce expected to result in a signiﬁcant decline of in the geographies where the Group currently electrolyzer costs even though there might be is and intends to be present in the mid-term. shortages of electrolyzers in the mid-term. Moreover, while sea water is not yet used for electrolysis purposes, ﬁrst pilot lines exist for The hydrogen market itself is also developing the use of sea water in hydrogen production, so positively due to new hydrogen-related the close proximity of the Group’s location to technologies and applications. The market is the Baltic Sea is also a long-term advantage, in still very dynamic, especially with regard to the particular as desalination costs are expected to storage and transport segment. With regards have a low impact on overall hydrogen production to applications, the green hydrogen market is costs (Source: Hydrogen Council, Sufﬁciency, currently primarily focused on the chemicals, sustainability, and circularity of critical materials ammonia and reﬁning industry (Source: IEA, for clean hydrogen). Global Hydrogen Review), which are also focus segments of H2APEX. However, other end-use The Rostock region is also a node for gas segments are entering the green hydrogen market, pipelines. For example, the Nordstream twin such as the power segment (regarding mid- and pipeline system ends in Lubmin, which is just 130 long-term storage), road mobility and export km away from Rostock and where the Group is (requiring reliable transport solutions) (Source: currently in the draft planning stage for an own Alpha report). While it remains to be seen how grid injection plant with an electrolysis capacity likely a shift to green hydrogen for these segments of up to 600 MW. The existing pipelines, which will be, a diversiﬁcation could be an opportunity, are currently used for the transport of natural gas, in particular for small and mid-sized project can be retroﬁtted for the transport of hydrogen, developers. so that the Group can rely on an existing infrastructure and an economically viable solution also for long-distance transmission. There are 031 H2APEX GROUP MANAGEMENT REPORT already several projects for the conversion of and implementing the ICS, the cost/beneﬁt effect existing hydrogen pipelines, which are in different must be taken into account; risk and control must development stages, with the ﬁrst retroﬁtted be in balance. The following principles generally pipelines expected to be available for hydrogen apply: transparency, the “four-eyes principle”, sepa- transport from 2027 on. One of these projects is ration of functions and minimum information. The “Flow – making hydrogen happen”, which intends management of all group companies is obliged to to create a north-south transport route for green comply with these requirements and to align the hydrogen from Lubmin to Stuttgart, thereby relevant internal processes accordingly. Internal connecting large areas in Eastern Germany, and external audits document compliance and including the Halle/Leipzig chemical triangle as violations and evaluate potential for improvement. well as the Rhine-Main and the Rhine-Neckar region. With its expected feed-in capacity of The reporting, management and controlling of up to 20 GW, such pipelines are designed to risks are structured hierarchically. The Finance create additional supply security, especially for department implements the requirements of the consumers with large hydrogen requirements. accounting process. Risks of errors in accounting are largely eliminated or minimized through the following processes: 5. INTERNAL CONTROL SYSTEM AND RISK - Uniform IFRS accounting guidelines, sup- MANAGEMENT SYSTEM ported by standardized reporting forms or ﬁles RELEVANT FOR THE that are mandatory when collecting data and consolidating them. Consolidation software is CONSOLIDATED used signiﬁcantly here. FINANCIAL REPORTING PROCESS - The authorization concept for the central accounting systems is uniformly regulated. The internal control system (ICS) is an integral Access to the systems and the competence part of the H2APEX Group's corporate risk regulations are limited. management system. The internal control system refers to the principles, regulations and procedures - Group reports are reviewed within the Finance introduced by management and aimed at the department and additionally by other internal organizational implementation of management and external persons before they come to decisions. What must be ensured is the protec- attention of the management board or super- tion of assets from loss, misuse and damage, the visory board for second level review. achievement of organizational goals, the ensur- ing of proper, economical, efﬁcient and effective - Expert external persons are consulted for com- processes, the reliability of operational informa- plex issues such as option programs, purchase tion, in particular the reliability of accounting, and price allocations or other accounting issues compliance with laws and regulations including accounting standards. The ICS has both a preven- The ICS is still under development at H2APEX, as tive and an audit function and supports the ﬂow of growing business and higher complexity of the company processes. business increase the need for an efﬁcient ICS and the demands on the ICS. H2APEX strives to The ICS is implemented through work instructions continue to implement standardized processes as well as through the establishment of processes and speciﬁcations, which are largely IT-based or at and controls. These processes can be manual, IT- least IT-supported. supported or completely IT-led. When introducing 032 H2APEX GROUP MANAGEMENT REPORT 6. SUSTAINABILITY pact both our business and society. We then established robust data collection processes to Sustainability is at the core of our corporate stra- enhance the accuracy and completeness of our tegy. As a green hydrogen producer, we contribute sustainability disclosures, integrating ESG metrics to the decarbonization of various sectors and play into our existing ﬁnancial and operational repor- a key role in the global energy transition, support- ting systems. Collaboration with internal and ing a low carbon economy, through responsible external stakeholders, including suppliers, regu- production processes, transparent reporting, and lators, and industry partners, has been crucial in close collaboration across our value chain. ensuring that our sustainability strategy aligns with best practices and evolving regulatory expec- In 2024 a lot of our focus was on taking steps tations. As we progress on this path, we remain to help us prepare for the upcoming European committed to continuous improvement, using sustainability reporting. The Corporate Sustain- CSRD as a framework not only for compliance ability Reporting Directive (CSRD) is setting new but as a driver of long-term sustainable value standards for transparency and accountability creation. in our sustainability performance. The transition to CSRD-aligned reporting requires a structured We continued our commitment to our sustainabil- and phased approach, ensuring compliance while ity strategy, focused on the three pillars: environ- creating value for stakeholders. Our journey began mental responsibility, being an engaged employer, with an in-depth double materiality assessment, and being a trustworthy business partner and identifying the most signiﬁcant environmental, maintained the goals we set up last year. social, and governance (ESG) topics that im- Environment Social Governance Material Topic Strategic Goal Material Topic Strategic Goal Material Topic Strategic Goal Positive and supportive Company Culture Developing a climate High employee satisfaction corporate culture Climate Change Mitigation Own Employees: Working strategy to reach net-zero and long-term engagement (incl. Energy) Zero-Tolerance towards emissions Corruption and Bribery bribery and corruption Own Employees: Guarantee, protect and Decreasing occupational Occupational Health and Whistleblower Implementation of support whistleblowers health and safety risks Safety Water Withdrawal resource-efficient concepts Active participation in group wide Political Engagement and committees and Development of a Supply- Lobbying Employees in the associations Chain-Compliance- supply chain Development and Management-System Fostering long-term Environmental implementation of an Supplier relationships supplier relationships Management effective environmental Open and transparent strategy Developing a data Community Relations communication with Data Privacy and Security protection and information impacted communities Reducing the effects of security system company activities on Biodiversity and Promote and support the biodiversity, through Achieving and maintaining Transition to a Low-Carbon- Ecosystems Consumers and transition to a Low-Carbon- sustainable company of high customer Economy End Users Economy practices satisfaction In 2024, we continued to work on the issues our operations and value chain. With this solid that we have identiﬁed as material last year and groundwork in place, we are now well-positioned placed a strong emphasis on developing our to take the next critical steps – identifying and climate strategy and conducting a comprehensive assessing our physical and transition risks, a key assessment of our emissions, as this is where requirement planned for 2025. By integrating most of our risks, but also opportunities lie. This these insights into our risk management frame- foundational work has enabled us to gain a clear work, we aim to proactively address climate- understanding of our carbon footprint across related challenges, enhance our resilience, and 033 H2APEX GROUP MANAGEMENT REPORT align our business with evolving regulatory and mate impact, strengthen our sustainability market expectations. This structured approach performance, and contribute meaningfully to will ultimately allow us to fully manage our cli- global decarbonization efforts. Materiality Matrix Company Culture Own Employees: Occupational PB - Climate Change Mitigation Health and Safety PB - Environmental Management Own Employees: Working PB - Water Withdrawal PB - Employees in the supply chain PB/SB - Consumers and End Users Corruption and Bribery Supplier relationship Political Engagement & Lobbying Data Privacy and Security SB - Employees in the supply chain PB - Biodiversity and Ecosystems Transition to a Low- Whistleblower Carbon-Economy SB - Environmental Management PB/SB - Community Relations SB - Climate Change Mitigation Primarily SB - Water Withdrawal SB - Biodiversity and Ecosystems Opportunities Primarily Risiks Risk & Risks and Opportunities Opportunity H2APEX Value Chain By conducting a thorough analysis, we have been The value chain of a green hydrogen production able to map critical touchpoints, dependencies, company is a comprehensive, integrated process and sustainability impacts throughout our opera- that spans the entire lifecycle of hydrogen from its tions. This has provided us with greater insight production to its delivery and utilization. At the core into where our risks, opportunities, and areas of this value chain lies the sustainable generation for improvement lie—whether in procurement, of green hydrogen, produced using renewable en- logistics, operations, or end-of-life considera- ergy sources such as wind, solar, and hydro power, tions. With this knowledge, we can develop more ensuring zero carbon emissions. Each stage of the targeted and effective programs, action plans, process – from the development of production fa- and mitigation strategies that not only minimize cilities and storage units to the production, storage, risks but also drive long-term value creation. This and distribution of hydrogen – plays a critical role structured approach enables us to set clear and in optimizing efﬁciency, meeting regulatory stan- measurable sustainability targets, enhance resil- dards, and driving innovation in the energy sector. ience against external challenges, and strengthen collaboration with key stakeholders. Ultimately, This value chain not only involves the technological this deeper value chain understanding supports development of advanced hydrogen production our ability to align with our corporate sustain- systems but also incorporates essential elements ability strategy, comply with evolving regulatory such as quality assurance, risk management, cus- frameworks, and contribute to a more sustainable tomer support, and environmental impact moni- energy ecosystem. toring. Through this end-to-end approach, green hydrogen can signiﬁcantly contribute to global decarbonization efforts, supporting the transition toward a sustainable energy future. 034 H2APEX GROUP MANAGEMENT REPORT H2APEX Supply Chain UPSTREAM OWN BUSINESS DOWNSTREAM ▪ Sustainable procurement ▪ Project development & implementation ▪ Sales & customer management ▪ Infrastructure planning ▪ Tech nolo gy & Production ▪ Sustainability & Monitoring Research & Development Operation & Maintenance Research & Partnerships ▪ ▪ ▪ ▪ Financing & Investments ▪ Trade & Marketing ▪ Logistics & Infrastructure ▪ Sustainable procurement ▪ Employee responsibility ▪ Infrastructure & Production ▪ Conservation of resources ▪ Monitoring ecological impacts ▪ Supply Chain Management ▪ Quality & risk management ▪ Disposal & resource cycles ▪ Regulatory compliance ▪ Regulatory compliance Sustainability Policies: Guiding Principles for a sible sourcing principles, requiring our suppliers Green Hydrogen Future to uphold ethical labour practices, environmental As a leader in the green hydrogen sector, we are stewardship, and human rights. Additionally, our committed to advancing a sustainable energy Health & Safety Policy reinforces our dedication future. Our policies are designed to guide our to a safe and healthy work environment, with pro- operations and ensure that every aspect of our active measures to mitigate risks and promote business supports environmental stewardship, well-being. Through these initiatives, we strength- social responsibility, and long-term economic en our corporate responsibility and build a more viability. We recognize that the transition to a clean sustainable and ethical future for all stakeholders. energy future is not only a technological chal- lenge but also a responsibility to our stakeholders, In 2025, we are implementing our Environmen- communities, and the planet. Our commitment to tal Policy and Anti-Discrimination and Diversity transparency, continuous improvement, and the Policy to further demonstrate our commitment reduction of our carbon footprint drives our to sustainable development—not only through actions in every step of the hydrogen value chain. our products but also in the way we support and engage with our employees. Our Environmental Through these policies, we aim to promote a Policy will outline our approach to minimizing envi- cleaner, more sustainable energy landscape while ronmental impact, promoting resource efﬁciency, meeting the growing demand for hydrogen solu- and integrating sustainable practices into our tions that support industries and communities operations. It will reinforce our dedication to redu- in their decarbonization efforts. Our dedication cing emissions, managing waste responsibly, and to sustainability is not just a part of our business supporting environmentally conscious initiatives. strategy—it is at the core of our mission to create Our Anti-Discrimination and Diversity Policy will lasting value in the transition to a carbon-neutral establish our commitment to fostering a diverse world. and inclusive workplace where all employees feel valued, respected, and empowered. It will set prin- In 2024 we adopted and rolled out several poli- ciples for equal opportunities, fair treatment, and cies to guide our interactions with our employees, proactive measures to create an inclusive culture partners, and suppliers, ensuring integrity, respon- that embraces different backgrounds, perspec- sibility, and compliance with industry standards. tives, and experiences. Our Code of Conduct outlines the values and be- haviours that guide our daily operations, fostering By introducing these policies, we aim to streng- a culture of respect, fairness, and accountability. then our role in driving positive change both within The Supplier Code of Conduct establishes respon- our organization and the wider community. 035 H2APEX GROUP MANAGEMENT REPORT ENVIRONMENTAL Climate Strategy OOur climate strategy follows a clearly deﬁned As part of our sustainability management, we reduction path aligned with the Paris Agreement's systematically record and assess our company’s goal of limiting global warming to 1.5°C. Accord- greenhouse gas emissions on an annual basis. ing to the right XDC model , our current climate Our objective is to minimize our ecological foot- impact corresponds to a warming of 2.2°C, which print and actively contribute to climate protection we aim to reduce in line with this target. This will through targeted reduction measures. be achieved gradually through targeted measures in various scopes. A key element of our approach is the deﬁnition and validation of relevant emissions data in close In the period from 2025 to 2030, measures will collaboration with an external consultancy, ensu- initially be implemented in Scope 1, including the ring alignment with the Greenhouse Gas Protocol. utilization of waste heat from our hydrogen pro- This methodology guarantees a consistent and duction, electriﬁcation of the vehicle ﬂeet as well comparable data framework, enabling us to as the use of sustainable refrigerants, which will monitor progress effectively. reduce the predicted global warming to 2.1°C. In We place great emphasis on structured and trans- a further step, energy procurement in the supply parent data collection. Emissions across all rel- chain will be optimized in Scope 3 and the pur- evant business areas are recorded annually, with chase of sustainable goods and services will be data systematically gathered from the responsible stepped up to achieve a further reduction to 2.0°C. departments and consolidated for comprehensive analysis. From 2030, more in-depth measures around supplier management (Scope 3) will be introduced This rigorous approach not only ensures compli- in two stages. Through extended engagement ance with legal requirements but also supports measures with suppliers, the XDC value is our commitment to ambitious climate targets. It expected to fall to 1.7°C and ﬁnally - with further provides the foundation for the development and developed measures - to the target of 1.5°C. implementation of effective emission reduction measures. We regularly publish our GHG balance This strategy ensures that the company operates (Scope 1, 2, and 3) on our website, reinforcing our in line with the Paris Agreement and sustainably commitment to transparency and accountability reduces its own climate footprint by using an in climate action. effective, science-based management model. Utilization of the right XDC model as a control element for the climate strategy and the reduction path from 2.2° to 1.5° Status Quo Scope 1: Electrification of Scope 3: Greening the upstream Scope 3: Advanced supplier Scope 3: Advanced supplier heating and the vehicle fleet. Use chain in the area of energy (3.3) engagement measures (step 1) engagement measures (step 2) of sustainable coolants Purchasing sustainable goods and services 2,2°C 2,1°C 2°C 1,7°C 1,5°C 2030 - 2050 2025 - 2030 1 https://right-basedonscience.de/en/csrd/ 036 H2APEX GROUP MANAGEMENT REPORT Environmental KPIs 2024 We will derive further measures from the data Electricity consumption at our main site in Rostock obtained and integrate them into our comprehen- Laage rose to 5.757709 GWh in 2024. Compared sive sustainability and climate protection strategy. to the previous year (2023: 0.88897 GWh), this The ongoing evaluation of energy consumption represents an increase of 548%. This jump in and generation, coupled with our clear focus on consumption is primarily due to the increased renewable energies, creates a solid basis for future production of hydrogen in the fourth quarter. investment decisions and makes a signiﬁcant Although such an increase may seem signiﬁcant contribution to achieving our climate targets. at ﬁrst glance, it demonstrates the growing demand for green fuel from our customers. Next Steps Building on our existing sustainability efforts, we At the same time, we were able to signiﬁcantly ex- will further strengthen our climate and ESG mana- pand our total energy production through our own gement through targeted initiatives. A key priority photovoltaic park. In 2024, we achieved generation is the implementation of a climate risk analysis, of 3.139293 GWh - an increase of 108% compared conducted in collaboration with relevant business to 1.511 GWh in 2023. This development makes a units to systematically assess and mitigate signiﬁcant contribution to reducing external energy potential climate-related risks. purchases and demonstrates our efforts to cover the increasing demand for electricity in our com- In addition, we will expand our KPI framework, pany as partially self-reliant. The self-sufﬁciency enabling a more comprehensive measurement of rate for 2024 was 54.52% (2023: 100%), reﬂecting our sustainability performance. This includes the the increased energy demand due to the start of implementation of an advanced ESG data man- hydrogen storage production. Despite this tempo- agement system, ensuring structured, efﬁcient, rary decline, we remain committed to achieving and transparent data collection and analysis. a 100% self-sufﬁcient energy supply in the future. This makes an important contribution to our Another focus area is the assessment and repor- greenhouse gas balance, as the carbon footprint ting of our EU Taxonomy alignment, which will of the energy we procure is minimized as far as enhance transparency in sustainable economic possible. activities and support regulatory compliance. The key ﬁgures listed here illustrate not only the Furthermore, we will actively engage with our stra- progress we have made, but also the challenges tegic suppliers to collectively reduce the carbon we face in implementing our energy and climate footprint of our products and strengthen sustain- strategy. On one hand, the expansion of renew- ability across our value chain. By fostering collabo- able energy plants strengthens our position as a ration and innovation, we aim to achieve greater sustainable company, while, increasing produc- environmental impact and contribute to long-term tion requirements - for example in the context of climate resilience. hydrogen production - require us to continuously review and optimize our energy portfolio. The aim is to implement efﬁciency measures and inno- vative technologies in order to meet the growing demand for energy in the most resource-efﬁcient way possible. 037 H2APEX GROUP MANAGEMENT REPORT SOCIAL Training and further qualiﬁcation In the ﬁnancial year, we invested EUR 87,982 The social pillar of our ESG strategy encompasses in training measures to ensure the continuous all activities aimed at creating a positive working development of our workforce. This expenditure environment, promoting our employees and pro- includes both specialist qualiﬁcations and soft tecting their health. We measure our progress skills training to prepare our employees optimally using various key ﬁgures and are guided by for the demands of the market. Through regular national and international standards. training, we ensure that the latest industry devel- opments are promptly incorporated into daily work Workforce and employee commitment processes and that knowledge within the com- A key indicator of a motivating working environ- pany is constantly growing. ment is our engagement score, which currently stands at 72%. This indicator shows the extent Health and Safety to which our employees are connected to the The health and safety of our employees is our top company, are involved and live its values. Although priority. In the ﬁnancial year, 12 reported accidents we have already achieved a solid result here, we were recorded, resulting in 113.5 days of absence. see the engagement score as a starting point for Our Lost Time Injury Rate (LTIR) in 2024 is 65. To further measures to promote workplace culture, continuously improve our safety levels, we carry team dynamics and leadership quality. out regular risk assessments and hazard assess- ments. In the reporting year, we carried out 2 risk Our team had an average of 137 employees in the assessments and 10 hazard assessments. In past ﬁnancial year, including 31 women (22,6%). addition, 17 commissioned and active persons are In this way, we aim to raise the proﬁle of diversity involved in our occupational health and safety or- and further increase the proportion of women in ganization to raise awareness of the topic across all areas of the company. We consider diversity to the board. be a decisive factor for innovation and sustainable corporate success, as different perspectives and Our alignment with the international ISO 45001 experiences can contribute to better decisions. standard underlines our efforts to establish a structured and certiﬁed occupational health and In the ﬁnancial year, 19 employees left our safety management system. Implementing and company, which corresponds to a ﬂuctuation complying with the requirements set out in the rate of 13.9%. We continuously analyze the standard ensures that we identify risks at an early reasons for resignations in order to identify any stage and proactively reduce them. The cur- potential for structural improvement and initi- rent sickness rate of 3.19% shows that we have ate targeted measures. Our aim is to retain our a stable health situation overall, but at the same talented employees in the long term and establish time want to continue to identify and capitalize on an attractive employer brand. optimization potential. Employee Distribution Next Steps Our aim is to continuously strengthen the social 31; aspects of our corporate culture and practices. 23 % To this end, we will continue to expand measures to increase engagement, enhance diversity and Male continuously improve health and safety standards. Female At the same time, we want to ensure that our employees can continue to develop professionally 106; and personally by offering targeted training and 77 % 038 H2APEX GROUP MANAGEMENT REPORT development opportunities. By regularly reviewing greenhouse gas (GHG) inventory, which provides our key ﬁgures and communicating with internal information on our direct and indirect emissions and external stakeholders, we ensure that our intensity. The results are used to derive actions to social strategy makes a substantial contribution to achieve our climate change targets and streng- the overall development of the company. then our commitment to environmental and climate protection. GOVERNANCE We continually review the effectiveness of our Overall responsibility for ESG issues in our com- governance structures based on the metrics pany lies with the Chief Financial Ofﬁcer (CFO). collected and feedback from the relevant com- The ESG & Compliance Manager reports directly mittees. New legislation, market trends and to the CFO, with an additional reporting line to the stakeholder expectations are taken into account in Supervisory Board. Current progress in the area of regular adjustments to the sustainability program. ESG & Compliance is transparently presented and In this way, we ensure that our ESG governance discussed at regular meetings of the Audit Com- not only meets legal requirements, but also cre- mittee. This dual reporting line ensures that ESG ates real value for the company, our employees issues are ﬁrmly anchored in top management and society. and that an independent oversight body is con- tinuously informed of relevant developments. Risk Assessment Our ESG risk analysis is fully integrated into the The ESG & Compliance Manager is responsible for company-wide Compliance Management System the central coordination of all sustainability issues (CMS). This ensures that ESG risks - just like other within the company. In particular, cooperation with compliance issues - are systematically recorded, the Human Resources, Finance, Legal, Purchasing assessed and managed. The ESG & Compliance and Quality Management departments is crucial Manager coordinates the identiﬁcation and as- to the implementation of the deﬁned ESG goals sessment of ESG risks in close consultation with and the collection of relevant key ﬁgures. Regular the relevant specialist departments as well as the coordination meetings, clear lines of responsibil- CFO and the Supervisory Board and Audit Com- ity and deﬁned communication channels ensure mittee. transparency and avoid redundant structures. Identiﬁcation and assessment of ESG risks Sustainability goals, KPIs and their monitoring Last year, we conducted a materiality analysis to Our sustainability goals have been developed inform the development of our sustainability strat- through a series of workshops with an external egy. This enabled us to identify the sustainability consultancy and are set out in a Sustainability and ESG issues that are most relevant to our busi- Program. The goals are based on international ness and to integrate them into our strategic think- standards and designed to reﬂect our environmen- ing. In 2025, we will conduct a full, double materi- tal, social and governance ambitions. With the ality analysis in collaboration with external experts, help of external consultants, we have been able to in line with the requirements of the CSRD. This will identify best practices, develop tailored measures enable us to systematically capture and prioritize and set clear targets. both the environmental and social impacts of our business and the ﬁnancial impact of sustainability A key component is the systematic collection of issues on our business model. ESG data. This process takes place once a year and is used to quantify the performance indica- We also plan to conduct a comprehensive climate tors for the previous ﬁnancial year and to include risk analysis in 2025. Based on our 2024 Climate them in internal and external reporting. A key ele- Strategy and associated reduction path, we will ment of this data collection is the preparation of a model climate scenarios and examine the poten- 039 H2APEX GROUP MANAGEMENT REPORT tial impacts on our operations, sites and supply to enable fact-based decisions to be made. Our chains. Based on this, we will develop speciﬁc sustainability reporting is currently carried out on action plans to achieve our CO₂ reduction targets a voluntary basis, although we intend to prioritize and minimise climate-related risks in the long reporting within the scope of CSRD requirements term. in particular in the future in order to meet the increased legal requirements and the expecta- In addition to environmental risks, we consider tions of our stakeholders. We also plan to further potential risks along the supply chain (e.g. human expand our voluntary sustainability reporting and rights abuses), labour and social risks as well as make it available in addition to CSRD reporting. traditional compliance issues (e.g. corruption, This will create additional transparency about our money laundering, data protection). The results ESG activities and continuously document our are fed into our central risk register, which is up- progress in the areas of sustainability, risk mana- dated regularly. gement and compliance. As part of our CMS cycle, we conduct a system- Data protection and information security atic annual compliance risk analysis to assess The ESG & Compliance Manager is also our potential risks in terms of both likelihood of appointed Data Protection Ofﬁcer (DPO) and is occurrence and potential ﬁnancial, reputational therefore responsible for all measures relating and operational impact. Identiﬁed risks are then to data protection. The further development and transferred to a central risk register, which records implementation of information security is carried responsibilities, mitigation measures and escala- out in close cooperation with the IT department. tion channels. This register is updated at least This structured division enables us to ensure that once a year, reviewed as part of the management both compliance with statutory data protection report and adapted to changing market conditions requirements and the technical security of our or regulatory requirements. Through this close systems are taken into account in an integrated integration with the CMS and the ongoing review governance structure. process, we ensure that our ESG risk manage- ment is always up to date and meets our com- Technical and organizational measures pliance standards. We have integrated all the necessary require- ments in accordance with the GDPR into our Complaints procedure and handling of critical company processes. This includes, in particular, ESG incidents keeping a record of processing activities, conclu- We have a deﬁned complaints procedure that ding data processing agreements with relevant has been implemented as part of our whistle- service providers and establishing technical and blower system in accordance with the German organizational measures (TOMs) to ensure the Whistleblower Protection Act (HinSchG). In this protection of personal data. way, compliance violations or other relevant risks can be reported at an early stage and prioritized. Our TOMs ensure that the conﬁdentiality, integrity In the event of acute ESG incidents, we endeavor and availability of sensitive information are main- to take appropriate countermeasures as quickly tained at all times. These include, for example, as possible and are pursuing initial concepts to appropriate access controls, encryption tech- further strengthen our ability to respond to crisis nologies, structured authorization management, situations. regular data backups and deﬁned emergency plans. As part of internal audits, we continuously Reporting und Transparency check whether the measures taken are effective As part of our internal reporting, the results of the and whether adjustments to new technical and compliance risk analysis are regularly reported regulatory developments are necessary. to top management and the Audit Committee 040 H2APEX GROUP MANAGEMENT REPORT 7. CORPORATE Audit for compliance with NIS2 requirements GOVERNANCE As part of a recent InfoSec audit, independent STATEMENT experts assessed our security measures and, in particular, examined our compliance with NIS2 requirements. According to them, our company H2APEX Group SCA (the “Company” or already has a very high level of security; optimi- “H2APEX”) recognizes the importance of cor- zation potential was only identiﬁed in a few areas. porate governance. The corporate governance The auditors also conﬁrmed that our information rules of the Company are based on Luxembourg security concept is put into practice just as con- law (the “Law”) and its articles of association (the sistently as described in the documentation. This “Articles”). feedback conﬁrms our efforts to date and forms the basis for further improvement measures. Electronic copies of the Articles can be down- loaded from the website of H2APEX Group SCA: Employee awareness A key factor in the effectiveness of our data https://ir.h2apex.com/ﬁleadmin/downloads/ir/ protection and information security measures is corp_govern/2024-01-18_H2APEX_Group_SCA_ the ongoing sensitization of all employees. In Koordinierte_Satzung.pdf addition to comprehensive compliance training, we provide speciﬁc guidelines and handouts on The main characteristics of the Company’s inter- the topics of data protection and information nal control and risk management systems, as far security. We also offer regular e-learning as the establishment of ﬁnancial information is modules and face-to-face events to highlight concerned, can be found under section 5 of this potential risks (e.g. phishing, social engineering) report. and teach employees how to handle sensitive information securely. THE SUPERVISORY BOARD AND THE GENERAL PARTNER Incident-Response-Process In the event that security incidents do occur, The Company’s supervisory board (the “Super- we have established a clearly deﬁned incident visory Board”) is responsible for the supervision response process. The ESG & Compliance of all transactions of the Company and assumes Manager (in his role as Data Protection Ofﬁcer) the function of the audit committee of H2APEX. works closely with the IT security team to take In particular, the Supervisory Board is to provide appropriate countermeasures immediately and opinions on any matters which the Company’s involve all relevant stakeholders in the process. general partner (the “General Partner”) may In this way, we ensure that damage is minimized, submit to it and to resolve matters exceeding the and legal reporting obligations are fulﬁlled in a scope of the General Partner’s powers, such as timely manner. related party transactions. The members of the Supervisory Board are as follows:. • Roland Lienau (Chairman) • Georges Bock • Florian Schuhbauer • Thomas Terschluse • Prof. Dr. Heinz Jörg Fuhrmann (since 18 January 2024) (Vice-Chairman) • Prof. Dr. Matthias Beller (until 3 December 2024) • Markus Lesser (since 24 February 2025) 041 H2APEX GROUP MANAGEMENT REPORT 8. LUXEMBOURG LAW ON The role of H2APEX Management S.à r.l. as TAKEOVER BIDS general partner is to manage the Company whereby, subject to applicable laws and the Articles, the General Partner is vested with the The following disclosures are made in accor- broadest power to act in the name of the Com- dance with article 11 of the Luxembourg Law of pany and to take any action necessary or useful 19 May 2006 on takeover bids, as amended (the to fulﬁl the Company’s corporate purpose. “Takeover Law”): The authority and the responsibilities of the SHARES AND STRUCTURE OF SHARE Supervisory Board and the General Partner are CAPITAL further set out in the Articles. The Company cur- rently does not have a diversity policy in place. It The Company’s issued share capital as of 31 operates in an environment that is highly concen- December 2024 was set at EUR 564,384.91 trated in terms of experts in the hydrogen area, and is accordingly represented by 36,359,163 i.e. there is only a small number of specialists voting shares, out of which 36,359,162 are ordinary who might be engaged for the Company's busi- shares, representing 99.99% of the Company’s ness purposes. However, the Company is actively issued share capital, (the “Ordinary Shares“) and seeking to diversify its workforce in the future, one is a registered unlimited share, representing contingent upon suitable candidates being 0.01% of the Company’s issued share capital, (the available. “Unlimited Share” and together with the Ordinary Shares, the “Shares”) held by the General Partner, COMMITTEES OF THE SUPERVISORY with the Unlimited Share having a veto right in case BOARD of shareholder resolutions affecting the interest of the Company vis-à-vis third parties or on the The Supervisory Board has appointed an audit amendment of the Articles. The Ordinary Shares committee (the “Audit Committee”) which is are freely transferable and admitted to trading responsible for the oversight of the ﬁnancial on the regulated market of the Frankfurt Stock reporting process and audit matters, selection Exchange within the “Prime Standard” segment, of the independent auditor, and receipt of audit whereas the Unlimited Share is a registered share, results both internal and external. The Audit and cannot be freely traded, requiring, for the Committee is chaired by Georges Bock. transfer and resulting replacement of the General Partner, a majority of 85% of the votes validly cast AUDITOR at a general meeting convened for such purpose. BDO Audit, société anonyme, Luxembourg, repre- The Company is a partnership limited by shares sented by lead auditor Anke Schelling, has been (société en commandite par actions (SCA)). The the statutory and group auditor of H2APEX Group general partner of the Company is H2APEX SCA and the H2APEX Group, respectively, since Management S.à r.l., a private limited liability the ﬁnancial year 2022. The auditor is elected by company under the laws of the Grand Duchy the annual general meeting of shareholders of the of Luxembourg (société à responsabilité limitée Company for the term of ofﬁce of one year. (S.à r.l.)), the shares in which are held indirectly by the founders of the Active Ownership Group (AOC) Florian Schuhbauer and Klaus Röhrig (50% each). A copy of the Articles can be accessed at https:// ir.h2apex.com/ﬁleadmin/downloads/ir/corp_ govern/2024-01-18_H2APEX_Group_SCA_ Koordinierte_Satzung.pdf 042 H2APEX GROUP MANAGEMENT REPORT RIGHTS AND OBLIGATIONS ATTACHED TO that should have been notiﬁed under the respec- THE SHARES tive provisions as set out above is suspended. The suspension of the exercise of voting rights is lifted Each Ordinary Share entitles the holder thereof the moment the shareholder makes the relevant to one vote, with the Unlimited Share having a notiﬁcation. veto right with respect to decisions regarding the interests of the Company vis-à-vis third parties and SPECIAL CONTROL RIGHTS with respect to changes to the Articles. All Ordinary Shares carry equal rights as provided for by the The Unlimited Share is held by the General Partner Law and as set forth in the Articles, including rights who is vested with the broadest power to act in to receive dividends (if declared) or liquidation the name of the Company and to take any action proceeds. necessary or useful to fulﬁl the Company’s cor- porate purpose, with the exception of the powers RESTRICTIONS ON VOTING RIGHTS reserved by Law or by the Articles to the general meeting of shareholders. The Unlimited Share has a veto right in the general meeting of shareholders with respect to resolu- The following actions and transactions in relation tions regarding the interest of the Company vis-à- to the Company’s daily management require an vis third parties and amendments of the Articles. express decision of the General Partner: The Articles do not provide for any voting restric- (i) any listing or public transactions in relation to tions. Shareholders’ votes are exercisable by the the Company or its afﬁliates; and persons who are shareholders on the record date (ii) any material change to the business or as further set out in article 12 of the Articles, and activities of the Company or its afﬁliates, proxies must be received by the Company a including entering into material new lines of certain time before the date of the relevant share- business, discontinuing of a material activity holder meeting, as set out in article 11.8 of the or adopting any material change in strategic Articles. In accordance with the provisions of the direction. Articles, the General Partner may determine any such other conditions to be fulﬁlled by the share- The general meeting of shareholders may only holders willing to take part in any meeting of share- adopt or ratify acts affecting the interests of the holders of the Company in person or by proxy. Company vis-à-vis third parties or amend the Articles with the consent of the General Partner. The Company recognizes only one holder per share. In case a share is owned by several persons, There are no special control rights attached to the they must designate a single person to be consid- Ordinary Shares. ered as the sole owner of such share in relation to the Company. The Company is entitled to suspend SHARE TRANSFER RESTRICTIONS the exercise of all rights attached to a share held by several owners until one owner has been The Ordinary Shares of the Company are freely designated. transferable, subject to the provisions of the Law and the Articles. The Unlimited Share is only In accordance with article 28 of the law of 11 Janu- transferable to a new unlimited shareholder liable ary 2008 on transparency requirements in relation for all liabilities of the Company which cannot be to information about issuers whose securities are met out of the assets of the Company. All rights admitted to trading on a regulated market (the and obligations attached to any share are passed “Transparency Law”), the exercise of voting rights to any transferee thereof. related to Ordinary Shares exceeding the fraction 043 H2APEX GROUP MANAGEMENT REPORT The transfer of the registered Unlimited Shares be- CONTRACTUAL TRANSFER RESTRICTIONS comes effective towards the Company and third parties either (i) through a declaration of transfer Other than the restrictions set out in the Articles as recorded in the register of shares, signed and aforementioned, H2APEX Group SCA is not aware dated by the transferor and the transferee or their of any factors, including agreements between representatives, or (ii) upon notiﬁcation of a trans- shareholders, which may result in restrictions on fer to, or upon the acceptance of the transfer by the transfer of shares or voting rights attached the Company, both being subject to the aforemen- thereto. tioned approval of 85% of the votes validly cast at the general meeting convened for such purpose. SIGNIFICANT SHAREHOLDINGS AUTHORISATIONS REGARDING OPERATIONS As of 31 December 2024, the following share- ON SHARES holders held 5% at least of the Shares: Under the authorised share capital, which has been shareholder shares held % held approved by the extraordinary shareholder meet- ing on 29 June 2022 pursuant to article 5.4 of the Active Ownership 12.228.721 33,63 % Articles of the Company, the General Partner is au- APEX AFO GmbH & Co. KG 7.545.837 20,75 % thorised to issue ordinary shares to such persons Endurance GmbH & Co. KG 2.742.643 7,54 % and on such terms as they shall see ﬁt and speciﬁ- cally to proceed to such issue without reserving a Atlan Captial GmbH 2.674.028 7,35 % preferential right to subscribe to the shares issued for the existing shareholders. The direct and indirect ownership of the Company The authorised capital, as last amended on 19 and, as the case may be, the control over voting January 2023, excluding the issued share capital, is rights attaching to the Ordinary Shares, in each set at EUR 2,555,215.27 consisting of 168,429,588 case, to the extent it is of at least 5%, is available ordinary shares without nominal value, expiring ﬁve at https://ir.h2apex.com/en/voting-meetings/ (5) years from the date of the resolution to create, notiﬁcation-of-voting-rights under "Voting & renew or increase the authorised capital. Meetings". "Notiﬁcations of Voting Rights" and is updated regularly. The information made available On 16 May 2019, the general meeting of share- by the Company in that respect is solely based on holders of the Company (at the time in the legal information provided to the Company by its share- form of an SE – société européenne) granted (at holders for the purpose of Articles 8, 9, 12 and the time) the board of directors the authorisation 12bis of the Transparency Law, as amended. to repurchase a maximum of shares issued by the Company not exceeding 10% of the total number of shares composing the issued share capital at the time of the acquisition in accordance with the conditions set forth in article 430-15 of the law of 10 August 1915 on commercial companies, as amended, for a purchase price to range between the nominal value per share and ten percent (10%) above the average listing price per share during the calendar month preceding the relevant buy-back transactions, with such authorization remaining in place for 5 years. This authorisation expired on 16 May 2024 and was never made use of. 044 H2APEX GROUP MANAGEMENT REPORT EMPLOYEE SHARE SCHEME As of 31 December 2024, 2,850,000 of stock options have been already granted as follows: At the annual general meeting dated 2 May 2023, the shareholders approved a stock option pro- – 1,000,000 Stock Options have been granted in gram (the “Stock Option Program”) amounting to total to the Chairman of the Supervisory Board: 3,640,000 shares of the Company, with each stock As consideration for Roland Lienau’s (Chairman option corresponding to one share. of the Supervisory Board) contribution to the merger agreement between the Company and In 2024, the General Partner amended the SOP the German APEX Group (in particular, the deal (Stock Option Program) 2023 according to the au- sourcing, relationship management, support thorized regulations approved by the AGM (Annual of the key negotiations and his laborious as- General Meeting) 2023. The amendment lead to sistance throughout the entire M&A process), the following changes: 660,000 stock options have been granted to Lien Management & Holding GmbH (“Lien - The period for vested Stock Options to be ex- HoldCo”) (related party to Roland Lienau). The ercised is extended from one to ﬁve years after exercise price for each of these options shall be the Vesting Date to provide more ﬂexibility for EUR 5.50. These stock options are fully vested Beneﬁciaries to exercise their options based on as of the acceptance and must be exercised by the Stock Price. 31 December 2027 (the "Expiry Date"). - The Vesting Start Date for the options issued at the end of July 2023 will be moved forward to In addition, as consideration for Roland Lienau’s 1 June 2023 and therefore the Stock Options continuing effort to hold the ofﬁce of chair- become exercisable earlier. man of the Supervisory Board, 340,000 stock - A mechanism to exercise options without cash options have been granted to Lien HoldCo, too. payment (Cashless Exercise) to be introduced, The exercise price for each of these options subject to sufﬁcient capital reserves being shall be EUR 5.50. These options shall be available at such time and approval of the ad- considered fully vested on 31 December 2025 ministrator. (accelerated vesting) and were not excercisable - To streamline the process of exercising the before 15 July 2024. Stock Options and lessen the administrative burden, exercise of stock options to only be – 1,694,375 stock options have been granted possible during the month following the annual to key employees and are outstanding. The general meeting (Exercise Window). exercise price for each of these options shall be EUR 5.50. These options shall be considered vested over a four-year period (1/16 for each full quarter). 045 H2APEX GROUP MANAGEMENT REPORT APPOINTMENT AND REMOVAL OF THE POWERS OF THE SUPERVISORY BOARD GENERAL PARTNER AND SUPERVISORY BOARD MEMBERS, AMENDMENTS TO The Supervisory Board may be consulted by the THE ARTICLES General Partner of the Company on such mat- ters as the General Partner may determine and The General Partner may be removed as general may authorise any action that may, pursuant to partner at any time by a decision of the general Law or regulation or under article 19 of the Arti- meeting of shareholders approved by a majority cles, exceed the powers of the General Partner. In of at least eighty-ﬁve percent (85%) of the votes particular, the Supervisory Board has to sign off validly cast at such general meeting. The sole Gen- on any decision of the General Partner regarding eral Partner may only be removed if a replacement any transaction between the General Partner and general partner is appointed at the same time. the Company, or between the Company and an afﬁliate of the General Partner (for the avoidance of The appointment and replacement of the mem- doubt, excluding the Company and its subsidiaries) bers of the Supervisory Board are governed by before the General Partner itself brings such Law and article 19 of the Articles. The Supervisory matter to the vote. Board is composed of a minimum of 3 members which are appointed by the general meeting of EFFECT OF A TAKEOVER BID ON shareholders, with one member being selected SIGNIFICANT AGREEMENTS from a list of candidates proposed by Active Ownership Investments Limited. The members The Company is not party to any signiﬁcant agree- may be removed at any time, with or without ments which terminate upon a change of control cause, by decision of the general meeting of of the Company following a takeover bid. No other shareholders at a majority of two thirds of the signiﬁcant agreements are known which take votes validly cast at such meeting. effect, alter or terminate in that case. The Articles are amended in accordance with the The Group follows the Frankfurt Stock exchange Law and article 14 of the Articles, i.e. the amend- and insider-trading policy in regard to the disclo- ment requires a majority of at least two-thirds of sure of insider dealings, which require all Board the votes validly cast at a general meeting where at Members to notify the Company of all transactions least half of the share capital present or represent- relating to the shares in the Company. Following ed plus the afﬁrmative vote of the General Partner. the rules of notiﬁcation, the Company notiﬁes both In case the quorum is not met, a second meeting stock exchanges via appropriate regulatory ﬁling. may be convened in accordance with the Law, which may deliberate regardless of the proportion AGREEMENTS WITH DIRECTORS AND of the capital represented and at which resolutions EMPLOYEES PROVIDING COMPENSATION are taken at a majority of at least two-thirds of the votes validly cast plus the afﬁrmative vote of the No agreements exist between H2APEX Group SCA General Partner. and the members of its Supervisory Board or its employees that provide for compensation if the members of the Supervisory Board or employees resign or are made redundant without valid reason, or if their employment ceases due to a takeover bid for the Company. The remuneration policy for the management board of the General Partner and the Supervisory Board does not include such compensation either. 046 H2APEX GROUP MANAGEMENT REPORT RESPONSIBILITY STATEMENT In accordance with article 3(2) c) of the Transpa- rency Law the undersigned declares that, to the best of his knowledge, the consolidated ﬁnancial statements prepared in accordance with Interna- tional Financial Reporting Standards as adopted by the European Union (EU) give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company and of the under- takings included in the consolidation taken as a whole. The undersigned further declares that, to the best of his knowledge, the Management Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with the description of the principal risks and uncer- tainties they face. Grevenmacher, 12 May 2025 H2APEX Management S.à r.l. in its capacity as General Partner Klaus Röhrig On behalf of the Board of Managers of H2APEX Management S.à r.l. H2APEX Group SCA 047 H2APEX GROUP MANAGEMENT REPORT FORWARD-LOOKING STATEMENTS This Annual Report contains statements that refer to the future. Forward-looking statements are generally characterized by terms such as “could”, “will”, “should”, “potential”, “intend”, “expect”, “seek”, “attempt”, “predict”, “estimate”, “overestimate”, “un- derestimate”, “believe”, “may”, “forecast”, “continue”, “plan”, “project” or similar terms and formulations. Forward-looking statements are based on certain assumptions, outline future expectations, describe future plans and strategies, contain predictions on the earnings and ﬁnancial position or express other forward-looking information. The possibili- ties of predicting results or the actual effects of forward-looking plans and strategies are limited. Even though the company assumes that the expectations expressed by these forward-looking statements are based on appropriate assump- tions, the actual results and developments may deviate signiﬁcantly from the information present- ed in the forward-looking statements. These for- ward-looking statements are subject to risks and uncertainties and depend on other factors, based on which the actual results in future periods may deviate signiﬁcantly from the forecast results or communicated expectations. The company does not intend, nor shall it undertake, to update the forward-looking statements on a regular basis, as these are based solely on the conditions present at the date of publication. FINANCIAL CALENDAR 2025 Date Publication 28 May Q1 Quarterly Statement 2025 5 June Annual General Meeting of H2APEX Group SCA in Luxembourg 28 August Interim First Half Year Report 2025 27 November Q3 Quarterly Statement 2025 048 H2APEX GROUP SCA (UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”) All comments within the accompanying notes are in EUR 1,000, if not stated otherwise. 049 Notes 31.12.24 31.12.23 6 584 3,922 7 49,990 52,414 7 564 885 8,9 2,449 2,474 10 157 1,106 53,744 60,801 11 191 210 12 17,409 5,941 13 2,213 5,641 9,13 1,617 5,394 9,14 16,074 44,466 37,504 61,652 91,248 122,453 15 564 564 15 111,204 111,204 15 (53,741) (29,337) 15 (27,900) (24,689) 15 204 127 30,333 57,869 16 33,801 33,109 17 230 340 10 157 1,106 34,188 34,555 16 113 163 16 3,008 10,448 17 348 528 18 9,440 10,949 6 0 16, 19 12,906 5,176 20 233 1,284 23 671 1,481 26,726 30,029 60,914 64,584 91,248 122,453 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in EUR 1,000) ASSETS Non-current assets Intangible Assets Property, Plant and equipment Right-of-use assets Investments Deferred Tax assets Total non-current assets Current assets Inventories Contract assets Trade and other receivables Other loans and receivables Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity Share Capital Share Premium Retained earnings Proﬁt for the year non-controlling interests Total Equity Non-current liabilities Shareholder loans non-current Financial lease liabilities non-current 1 Deferred tax liabilities Total non-current liabilities Current liabilities Financial liabilities from banks Shareholder loans current Financial lease liabilities current1 Provisions Liabilities from tax Trade payables Contract Liabilities Other current liabilities1 Total current liabilities Total liabilities Total equity and liabilities 1 Presentation has been changed in accordance with IAS 1.45 since the presentation in a more disaggregated level is more appropriate and therefore financial lease liabilities are presented separately. The accompanying notes form an ingetral part of these financial statements. H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 050 01.01.2024- 01.01.2023- Notes 31.12.2024 31.12.2023 24 29,566 15,297 573 50 913 1,041 25 (29,247) (13,683) 26, 33 (8,946) (6,889) 6, 7 (9,204) (5,237) 27 (9,219) (12,732) 8 (268) (275) 28 140 679 29 (1,474) (2,456) (1,602) (2,052) 10 (657) (429) (27,822) (24,635) (27,900) (24,689) 78 54 (27,822) (24,635) CONSOLIDATED INCOME STATEMENT (in EUR 1,000) Revenues Own work capitalised Other Income Cost of materials Employee beneﬁts Depreciation, amortisation and impairment expenses Other expenses Financial results Income/Loss from equity investments Income from other securities. interest and similar income Interest and similar expenses Income taxes Proﬁt/(Loss) reporting period Total comprehensive income attributable to: - Owners of the Company - Non-Controlling Interests The accompanying notes form an ingetral part of these financial statements. H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 051 2024 2023 (27,822) (24,635) 0 (1,092) 0 (1,281) 0 (2,373) 27 1,946 27 1,946 (27,795) (25,062) (27,799) (24,935) 204 127 (27,795) (25,062) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in EUR 1,000) Proﬁt/(Loss) for the period Items not to be reclassiﬁed to income statement: Expenses directly offset with equity (related to capital increase) Currency translation differences Items not to be reclassiﬁed to income statement Items to be reclassiﬁed to income statement: Expenses directly offset with equity (stock option programme) Items to be reclassiﬁed to income statement Total comprehensive income for the period Attributable to: Owners of the Company Non controlling interests Total comprehensive income for the period The accompanying notes form an ingetral part of these financial statements. H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Notes 6, 7 18 8, 28, 29 11 9, 13 12 16, 17 7 30 30 052 01.01.-31.12.2024 01.01.-31.12.2023 (27,166) (24,206) 9,194 4,188 (1,850) 6,670 1,602 2,052 (45) 3,554 (18,264) (7 ,742) 19 6,288 3,129 (3,127) (11,468) (4,636) 7,462 (1,783) 2,164 (1,222) (280) (429) (1,208) (2,159) (18,446) (14,810) 50 88,277 (3,111) (11,677) - (154) (3,061) 76,446 (7,484) (9,395) 558 (8,031) (6,925) (17,426) (28,432) 44,210 44,466 149 (28,432) 44,210 40 107 16,074 44,466 CONSOLIDATED STATEMENT OF CASH FLOW (in EUR 1,000) Proﬁt / (Loss) before income tax Adjustment for non-cash transactions Amortisation and impairment on intangible and tangible assets Change of provisions Financial expenses Other non-cash expenses Operating net cash before changes in net working capital Changes to net working capital - inventories - receivables - accrued income and contract assets - liabilities - accrued expenses and contract liabilities Tax paid Interest paid Cash ﬂows from operating activities Acquistions of subsidiaries, net of cash acquired Purchase of tangible assets Acquisition of ﬁnancial assets Cash ﬂows from investing activities Proceeds/(Repayments) of borrowings Proceeds/(Repayments) of ﬁnancial liabilities Cash ﬂows from ﬁnancing activities Net changes in cash and cash equivalents Cash and cash equivalents at the beginning of the period Net changes in cash and cash equivalents Effect of exchange rate gains Cash and cash equivalents at the end of the period The accompanying notes form an ingetral part of these financial statements. H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 053 Issued and Capital p a i d - i n reserves/ Non- share Share pre- Retained controlling Consilidated capital mium earnings interests Equity 312 20,570 (28,902) 3 (8,017) (24,689) (24,635) 0 0 54 0 0 (1,092) (1,092) 0 0 0 1,946 0 1,946 0 0 (1,281) 0 (1,281) 0 40,634 0 0 40,634 0 0 (8) 70 62 252 0 0 0 252 0 50,000 0 0 50,000 564 111,204 (54,025) 127 57,869 564 111,204 (54,025) 127 57,869 0 0 (27,900) 78 (27,822) 0 0 27 0 27 0 0 258 0 258 564 111,204 (81,640) 204 30,333 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in EUR 1,000) BALANCES AT 1. JANUARY 2023 Proﬁt/(Loss) for the period Expenses directly offset with equity (related to capital increase) Expenses directly offset with equity (stock option program) Currency translation differences Effects from reverse acquisition Effects from change in scope of consolidation Capital increase Changes in capital reserves BALANCES AT 31. DECEMBER 2023 BALANCES AT 1. JANUARY 2024 Proﬁt/(Loss) for the period Expenses directly offset with equity (stock option program) Changes in capital reserves BALANCES AT 31. DECEMBER 2024 The accompanying notes form an ingetral part of these financial statements. H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 054 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL INFORMATION H2APEX Group SCA and its subsidiaries (until 18 January 2024 “exceet Group SCA” and hereafter the “Group” or “H2APEX”) is a company existing as a “société en commanditepar actions” under the law of the Grand Duchyof Luxembourg and listed on the regulated market of the Frankfurt Stock Exchange (WKN:A0YF5P / ISIN: LU0472835155) in the Prime Standard segment. The business objective of the Group is to develop projects for the decentralized supply of green hydrogen. H2APEX Group SCA is established for an unlimited period and moved its registered office from 17, rue de Flaxweiler, L- 6776 Grevenmacher to 19, rue de Flaxweiler, L-6776 Grevenmacher (Grand Duchy of Luxembourg) in November 2023, and is registered with the Register of Commerce and Companies of Luxembourg under number B148525. On 18 January 2024, the shareholders decided at the extraordinary general meeting (“EGM”) to rename exceet Group SCA into H2APEX Group SCA. With the renaming of a common branding with APEX Group was finalized. The Company’s articles of association were last amended on 18 January 2024. H2APEX Group SCA is managed by H2APEX Management S.à r.l. (until 18 January 2024 “exceet Management S.à r.l.” and hereafter the “General Partner”), a private limited liability company (société à responsabilité limitée (S.à r.l.)), duly incorporated under the law of the Grand Duchy of Luxembourg , the shares in which are held indirectly by the founders of the Active Ownership Group (AOC), i.e. Florian Schuhbauer and Klaus Roehrig (50% each). The Group’s purpose is investing and developing projects for the decentralized supply of green hydrogen. The Group develops and operates green hydrogen production plants and offers solutions for adjacent areas such as storage, district heating, and mobility. The Group serves customers in Germany and Luxembourg. 055 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 2. BASIS OF PREPARATION a STATEMENT OF COMPLIANCE The consolidated financial statements of H2APEX Group S.C.A. are based on the financial statements of the individual Group entities, prepared in accordance with uniform accounting principles as of 31 December 2024. They have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (“IFRS-EU”), as well as the interpretationsissued by the IFRS Interpretations Committee (“IFRIC”) applicable to entities reporting under IFRS, and are in compliance with Luxembourg legal requirements. The consolidated financial statements have been prepared under the historical cost assumption. The accounting policies applied in the preparation of the consolidated financial statements as of 31 December 2024 have beenupdated to reflect all new and amended IFRS standards and IFRIC interpretations endorsed by the European Union with an effective date in2024. All figures in the consolidated financial state- ments are presented in Euro (“EUR”). Unless otherwise stated, amounts in the financial statements and accompanying notes are rounded to the nearest thousand (kEUR). The consolidated financial statements of the H2APEX Group S.C.A. as of 31 December 2024 were approved for issuance by the Supervisory Board and the General Partner of H2APEX Group S.C.A. on 12 May 2025. b GOING CONCERN The consolidated ﬁnancial statements of H2APEX Group S.C.A. as of 31 December 2024 have been prepared on the going concern as- sumption. The General Partner has assessed the Group’s ability to continue in operation for the foreseeable future and adopted the going concern basis in preparing these consolidated ﬁnancial statements. In doing so, the General Partner considered the Group’s ﬁnancial stability, supported by predictable cash ﬂows from its ordinary business activities and positive expectations regarding the development of its operations. These factors, in combination with the Group’s long-term strategy and stable shareholder structure, reinforce the going concern assumption. The Group’s internal liquidity planning indicates that, based on current assumptions, the free cash position of H2APEX Group S.C.A. could become negative during the second half of 2025, with a projected low point of approximately EUR (19.7) million in April 2026. However, this anticipated temporary shortfall has already been proactively addressed through binding ﬁnancial support measures. In April 2025, the Group secured two signiﬁcant ﬁnancing commitments: a EUR 15 million comfort letter from a shareholder of the Atlan Group, conﬁrming their intention to provide ﬁnancial support if needed, and a EUR 20 million convertible loan agreement with Active Ownership Fund SICAV-FIS SCS. These arrangements underline the strong support from the Group’s shareholder base and secure access to sufﬁcient liquidity. 056 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Management is conﬁdent that the Group will be able to draw on these committed funds in a timely manner to meet its obligations as they fall due. The Group closely monitors its liquidity position and maintains regular communication with its investors to ensure ﬁnancial ﬂexibility. No material uncertainties have been identiﬁed that would cast signiﬁcant doubt on the Group’s ability to continue as a going concern. Based onthis assessment, the General Partner concludedthat the going concern assumption is appropri- ate. Despite incurring a loss of EUR 27.8 million in the ﬁnancial year 2024 and expecting further losses in 2025, the Group’s liquidity assessment,combined with binding ﬁnancial support com-mitments, supports the continued application ofthe going concern assumption. c COMPARATIVE INFORMATION For comparative purposes, the disclosures in these notes to the consolidated financial statements for the year 2024 are presented alongside the corresponding figures for 2023. The presentation of financial lease liabilities in the balance sheet has been changed in accordance with IAS 1.45 since the presentation as a separate poistion is more appropriate. d SIGNIFICANT ACCOUNTING ESTIMATES AND KEY ASSUMPTIONS AND JUDGEMENTS WHEN APPLYING ACCOUNTING POLICIES In preparing the consolidated financial statements in accordance with IFRS as adopted by the EU, the General Partner is required to apply accounting estimates, judgments, and assumptions that are consistent with the Group’s accounting policies. The following is a summary of those areas that involve a higher degree of judgment, greater complexity, or assumptions and estimates that are material to the preparation of the consolidated financial statements: IMPAIRMENT OF NON-CURRENT ASSETS (SEE NOTES 2. G) In accordance with applicable accounting standards, the Group performs impairment tests at least annually or whenever a triggering event occurs. These tests assess the future development of the business and determine the most appropriate discount rates for each case. The Group considers its estimates to be reasonable and consistent with the prevailing economic environment. These estimates reflect its investment plans as well as the best available projections of future income and expenses. The discount rates applied are, in the Group’s view, appropriate and adequately reflect the specific risks associated with each cash-generating unit. USEFUL LIFE OF TANGIBLE ASSETS AND INTANGIBLE ASSETS (SEE NOTES 2.2 D AND E) The General Partner determines the estimated useful lives and corresponding depreciation and amortization for its tangible assets and intangible assets. This estimate is based on the expected duration of each of the Group’s tangible assets and intangible assets and the forecast life cycles of the products it sells. The General Partner will modify the depreciation charges for these items when the useful lives are considered to differ from the lives previously estimated and will depreciate or derecognize technically obsolete or non- strategic assets that have been abandoned or sold. 057 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS INCOME TAXES AND DEFERRED TAXES (SEE NOTE 10) The recognition and measurement of current and deferred income taxes require significant judgment and estimation. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which deductible temporary differences, unused tax losses, or tax credits can be utilized. This assessment involves assumptions regarding the timing and amount of future taxable income and is based on business plans and financial forecasts approved by the General Partner. The recoverability of deferred tax assets is reassessed at each reporting date. If actual results differ from those assumptions or if future expectations are revised, this may lead to adjustments to the recognized deferred tax assets. In addition, the Group evaluates uncertain tax positions and recognizes a tax liability where it is probable that an outflow of resources will be required to settle the obligation. PROVISIONS FOR RISKS AND EXPENSES (SEE NOTE 2.2M, NOTE 18) Although these estimates have been made using the best information available as of 31 December 2024 and up to the end of the subsequent events period, it remains possible that events occurring thereafter may require adjustments in future periods. Any such changes would be accounted for prospectively. REVENUE FROM PROJECT DEVELOPMENT (SEE NOTE 2.2N, NOTE 24) The Group recognizes revenue from project development over time. Progress is measured using an input-based approach, applying the cost-to-cost method. Under this method, revenue is recognized based on the ratio of costs incurred to date to the total estimated costs necessary to fulfil the performance obligation. The Group regularly assesses whether a contract is onerous and recognizes a provision where necessary in accordance with applicable accounting standards. 058 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS e THE ACCOUNTING PRINCIPLES APPLIED TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2024 HAVE BEEN AMENDED TO COMPLY WITH ALL NEW AND AMENDED IFRS STANDARDS AND INTERPRETATIONS ADOPTED BY THE EUROPEAN UNION (EU) WITH EFFECTIVE DATE IN 2024 STANDARD Name Explanation Effective date Effects on H2APEX ﬁnancial statements • Classiﬁcation of Liabilities as Current or Classiﬁcation of Non-current Date liabilities as current • Classiﬁcation of IAS 1 or non-current Liabilities as Current or 01 January 2024 no material impact amendments to IAS Non-current - Deferral 1 Presentation of of Effective Date ﬁnancial statements • Non-current Liabilities with Covenants Supplier ﬁnance IAS 7 & agreements – Disclosures: Supplier 01 January 2024 no material impact IFRS 7 amendments to IAS 7 Finance Arrangements and IFRS 7 Amendment to IFRS Lease Liability in a Sale IFRS 16 16 - Leases on sale and and Leaseback 01 January 2024 no material impact leaseback 059 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS f STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE STANDARD Name Effective date Effects on H2APEX ﬁnancial statements IAS 21 Amendments to IAS 21 - 01 January 2025 no material impact Lack of Exchangeability IFRS 9& Amendment to IFRS 9 and IFRS 7 - IFRS 7 Classiﬁcation and Measurement of Financial 01 January 2026 no material impact Instruments impact on overall IFRS 18 - Presentation and Disclosure in presentation and IFRS 18 Financial Statements 01 January2027 disclosures in the consolidated ﬁnancial statements IFRS 19 IFRS 19 - Subsidiaries without Public 01 January2027 no material impact Accountability: Disclosures FRS 9& Amendments to IFRS 9 and IFRS7 – under assessment IFRS 7 Contracts referencing nature-dependent 01 January 2026 electricity (18.12.2024) Various Annual Improvements – Volume 11 01 January 2026 under assessment The Group is currently assessing the effect of these new accounting standards and amendments. IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Ac- counting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial state- ments, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorization and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. The Group does not expect to be eligible to apply IFRS 19. 060 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS g FUNCTIONAL AND PRESENTATION CURRENCY The figures presented in these consolidated financial statements are expressed in Euro (“EUR”), which is also the functional currency of the parent company. Unless otherwise stated, all amounts have been rounded to the nearest thousand (kEUR). Items in the financial statements of the Group’s subsidiaries are measured in the currency of the primary economic environment in which the respective entity operates (the “functional currency”). Each Group entity determines its own functional currency, which, in principle, corresponds to the respective local currency of the subsidiary. Foreign currency transactions are translated into the functional currency at the exchange rates prevailing on the date of the transaction. Resulting foreign exchange differences are recognized in the consolidated income statement. 061 * Still registered as Titan 128.VVG GmbH (renamed after balance sheet date) h SCOPE OF CONSOLIDATION The following are the entities included in the parent’s company scope of consolidation: Directly Year of controlled by acquisition / (use numbers ﬁrst time from 1st Share in the Share of Ref. Company Country consolidation Segment Activity column) capital the votes 1 H2APEX Group SCA LUX 2023 C&O Holding N/A N/A N/A 2 RLG Holding GmbH GER 2023 Holding Corporate 1 100% 100% 3 RLG GmbH & Co.KG GER 2023 Holding Corporate 2 100% 100% 4 Northern Hydrogen Proper- GER 2023 Holding Corporate 3 100% 100% ties GmbH 5 APEX CapitalGmbH GER 2023 Holding Corporate 2 100% 100% 6 APEX Nova Holding GmbH GER 2019 Holding Holding 1 100% 100% 7 HydroExceed GmbH GER 2022 Storage Production of pressure tanks 6 100% 100% 8 AKROS Energy GmbH GER 2020 Storage Development of chemical 6 100% 100% storage solutions 9 GHS 1 GmbH GER 2020 Own Operations Hydrogene Powerplant Laage 6 100% 100% 10 GHS 2 GmbH GER 2020 Own Operations Hydrogene Powerplant IPCEI 6 100% 100% Hydrogene Powerplant Laage 11 GHS 3 GmbH GER 2020 Own Operations (extention) 6 100% 100% 12 GHS 4 GmbH () GER 2023 Own Operations Hydrogene Powerplant Lubmin 6 100% 100% 13 APEX Energy GmbH GER 2006 Project Developmet Customer Projects 6 100% 100% 14 HYSENC Entwicklungsgesell- GER 2021 Own Operations Hydrogene Powerplant control 13 100% 100% schaft mbH software 15 Plant Engineering GmbH GER 2023 Project Developmet Customer Projects 13 90% 90% The following changes occurred in the Group’s scope of consolidation in 2024: On 27 November 2024, exceet Group AG, a subsidiary of exceet Holding S.à r.l., was merged into exceet Holding S.à r.l. Pursuant to a notarial deed dated 16 December 2024, exceet Holding S.à r.l. was dissolved with immediate effect and without liquidation. As a result, all assets and liabilities were transferred by operation of law to H2APEX Group SCA. The following changes occurred in the Group’s scope of consolidation in 2023: i ACQUISITION OF BUSINESS IN 2023 The presented transactions below only relate to financial year 2023. There were no acquisition of business in 2024. i1 REVERSE ACQUISITION OF EXCEET GROUP S.C.A. The merger agreement between exceet Group S.C.A. (as from 18 January 2024: “H2APEX Group S.C.A.”) and Apex Nova Holding GmbH has been accounted as reverse acquisition: On 19 January 2023, exceet Group S.C.A. acquired 100 % of the voting shares of APEX Nova Hold- ing GmbH, an unlisted company with registered office in Rostock, Germany, which is a one of the leading German providers for green hydro- gen projects and business. The objective of the acquisition is to participate in the expected growth for this market. Under the merger agreement, exceet Group S.C.A. agreed (i) to acquire 20.8% of the APEX shares for a cash consideration in the amount of EUR 24,999,802 and (ii) to exchange the H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 062 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS remaining 79.2% shares in Apex for shares in exceet by way of a contribution in kind (the “Transaction”). For this purpose, exceet Group S.C.A. agreed to utilise its authorised capital and increase its share capital from EUR 311,960.18 by EUR 252,424.73 to EUR 564,384.91 by issuing 16,285,467 new shares to the shareholders of APEX. Based on this Transaction, exceet Group S.C.A. has been identified as acquired company from accounting perspective (“accounting acquiree”) and the legal subsidiary APEX Nova Holding GmbH is identified as accounting acquirer as by exchanging shares, APEX Nova Holding GmbH obtained the control over exceet Group S.C.A.. We considered the fact that the former shareholders of APEX Nova Holding GmbH received the largest portion of the voting rights in the new combined entity and that the relative size of APEX Nova Holding GmbH is significantly greater than that of exceet Group S.C.A. In addition, members of the management of APEX Nova Holding GmbH were nominated to the governing body of the combined entity as well the operative management is led by the former managementof APEX Nova Holding GmbH. The partial consideration transfer in cash does not to prevent the accounting treatment as reverse acquisition as the 79.2% of shares in Apex were exchanged against shares exceet Group S.C.A. which is the majority of the consideration of this Transaction. The accounting acquiree exceet Group S.C.A. is not considered to be a business in accordance with IFRS 3.B7 as its activities mainly consisted of managing cash balances as part of its holding activity (‘listed shell company’). Therefore, IFRS 3 does not apply and following the IFRIC March 2023 agenda decision, management applied IAS 8 “Accounting Policies, Changes in Accounting Policies and Errors” to define this Transaction as a reverse acquisition in analogy of IFRS 3 and in accordance with IFRS 10. The reverse acquisition is accounted for using the acquisition method. The transaction price is allocated to the identifiable assets and liabilities of the listed shell company based on their fair values at the date of purchase. Any excess of the transaction price over the fair value of the assets and liabilities of the listed shell company represents a cost for obtaining a listing. This is accounted for as an expense as it does not represent an asset under IFRS, and no goodwill is recognized. ꢀ ꢀ H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS For purposes of the Transaction, exceet Group S.C.A. was valued with its net cash position of approx. EUR 117,100,000 (corresponding to EUR 5.83 per exceet share) and the APEX Group with an equity value of approx. EUR 120,000,000 in financial year 2023. Acquisition related expenses amounted to kEUR 2,993 (ac- crued already in 2022) and were fully expensed as other operating expenses in financial year 2023. Share issuance costs of kEUR 307 were recorded in equity in 2023. Additionally, this Transaction was completed by a share-based payment transaction. The equity-settled transaction has been measured at fair value of the services provided by Lien Management & Holding GmbH, which is con- trolled by Roland Lienau, Chairman of the su- pervisory board, that received in July 2023 fully vested 660,000 stock options at an exercise price of EUR 5.50. This was a compensation for his contribution to the business combina- tion, in particular deal sourcing and assistance throughout M&A process. 063 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS From the date of the acquisition, the former exceet Group S.C.A. contributed kEUR 0 to the revenues and expenses of kEUR 4,169 to the EBITDA of the Group. APEX CAPITAL GMBH AND RLG GMBH & CO. KG (RLG GROUP): The acquisition is accounted for using the acquisition method. Goodwill is recognised as an asset from the acquisition date and is measured as the excess of the consideration transferred over the interest in the net fair value of the identifiable net assets acquired. The “trade receivables” relate to operational business as property company. The position “prepaid expenses, accrued income and other assets” mainly comprises accruals associated with the ownership and leasing of property. The position “property, plant and equipment” includes land in an amount of kEUR 5,441 and buildings in an amount of kEUR 7,289. The difference between acquisition costs and book value of net assets acquired amounted to kEUR473 and has been allocated to the book value of land to come to the fair value. “Trade payables” include liabilities from operational business. “Accrued expenses, deferred income and other liabilities include operative costs, which refer to 2022 and have not been paid at year end 2022. From the date of the acquisition, the RLG Group contributed kEUR 0 to the revenues and kEUR minus 36 to the EBITDA of the Group. Acquisition-related costs of EUR 0 were re- corded as other operating expenses in financial year 2023. On January 19, 2023, exceet Group SCA acquired the shares in APEX Capital GmbH and RLG GmbH & Co. KG. RLG GmbH & Co. KG business is to invest in properties, which are rented to affiliates or third parties companies. APEX Capital GmbH is the General Partner of RLG GmbH & Co KG. The consideration transferred for 100% in both companies amounted to EUR 1,402. PLANT ENGINEERING GMBH: The acquisition is accounted for using the acquisition method. Goodwill is recognized as an asset from the acquisition date and is measured as the excess of the consideration transferred over the interest in the fair value of the identifiable net assets acquired. The “trade receivables” with kEUR 249 refer to operational business. The position “prepaid expenses, accrued in- come and other assets” with kEUR 272 mainly comprises clearing accounts associated with the former main shareholder and tax receiva- bles. Contract assets with kEUR 105 include performed work related to customer contracts which are not yet invoiced. The contracted as- sets are valued with fair value. 064 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The position “property, plant and equipment” includes kEUR 64 for office and IT equipment and intangibles, kEUR 1 for software licenses. The book values represent the fair values. “Trade payables” include kEUR 41 from operations. “Accrued expenses, deferred income and other liabilities” with kEUR 19 mainly include receiva- bles due to VAT and operative costs, which refer to 2022 and have been not paid yet. “Provisions” with kEUR 160 are due to expenses which refer to 2022 and have been not paid yet. From the date of the acquisition, Plant Engineering GmbH contributed kEUR 166 to the revenues and minus kEUR 130 to the EBITDA. Since Plant Engineering GmbH has been already consolidated since January 2023, the revenues would have been increased by kEUR 3,085 and the EBITDA impact would have been minus kEUR 640. Acquisition-related costs of kEUR 109 were recorded as other operating expenses in financial year 2023. With share purchase agreement as of May 16, 2023, APEX Energy GmbH acquired 90% of the shares in Plant Engineering GmbH, Leutesdorf. Plant engineering is an engineering and consulting company skilled in the development and the design of energy plants. The purchase price allocation is finalized. Currently, the difference between conside- ration paid and book value of net assets is accounted for as goodwill. Especially the valua- tion of intangible assets as customer list, tech- nology and backlog is completed accordingly. The consideration transferred for 90% amounted to kEUR 4,309. 065 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS i2 BUSINESS COMBINATIONS APEX Capital Plant and RLG GmbH & Engineering (in EUR 1,000) Co.KG GmbH Current assets Cash and cash equivalents 10 185 Trade receivables 32 249 Contract assets 0 105 Prepaid expenses, accrued income, other assets 169 272 Total current assets 211 811 Non-current assets Property, plants & equipment 12,730 64 Total non-current assets 12,730 64 Total Assets 12,941 875 Current liabilities Trade payables 918 41 Accrued expenses, deferred income and other liabilities 12,021 19 Provisions 0 160 Total current liabilities 12,939 220 Non-current liabilities Contract liabilities 0 31 Total non-current liabilities 0 31 Total liabilities 12,939 251 Net identiﬁable net assets atfair value 0 625 Goodwill arising on the acquisition 0 3,671 Purchase consideration transferred 0 4,309 Analysis of cash ﬂows from the acquisition Cash acquired 10 185 Consideration transferred 1 4,309 Net cash inﬂow (included in Cash ﬂow from investing activities) 9 (4,114) 066 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 2.2 MATERIAL ACCOUNTING POLICIES a SCOPE OF CONSOLIDATION The consolidated ﬁnancial statements include the ﬁnancial statements of H2APEX Group S.C.A.and its subsidiaries as at 31 December 2024. The Group is deemed to control an entity when it is exposed to, or has rights to, variable returns arising from its involvement with the entity and has the ability to affect those returns through itspower over the entity. Entities acquired during the year are included in the consolidation from the date on which controlis transferred to the Group. Similarly, entities are excluded from consolidation from the date on which control ceases. For consolidated entities, 100% of their assets, liabilities, income, and expenses are included in the consolidated ﬁnancial statements. Intercompany balances and transactions are eliminated in full. Where differences in accounting policies exist between the Group and its subsidiaries, appropriate consolidation adjustments are madeto ensure uniform application of accounting principles across the Group. When control over a subsidiary is lost, its assets, liabilities, and any non-controlling interests are derecognized. Any resulting gain or loss is recognized in the consolidated statement of income. Any retained interest is measured at its fair value at the date when control is lost. The accounting policies of subsidiaries have been aligned with those of the Group to ensure consistent treatment of similar transactions and events. b BUSINESS COMBI- NATIONS AND REVERSE ACQUISITIONS BUSINESS COMBINATIONS: The Group accounts for business combinations using the acquisition method, in accordance with IFRS 3, when the acquired set of activities and assets qualifies as a business and control is transferred to the Group. The acquisition cost is measured as the total of the consideration transferred, including any contingent consideration, measured at fair value on the acquisition date. Acquisition- related costs are expensed as incurred and reported under other operating expenses in the consolidated income statement. The calculation of goodwill also considers any non- controlling interests. Upon acquiring a business, the Group evaluates the financial assets and liabilities assumed for proper classification and designation based on the contractual terms, economic conditions, and other relevant factors existing at the acquisition date. . 067 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS If the accounting for a business combination is incomplete at the end of the reporting period in which the transaction occurs, the Group recognizes provisional amounts for those items, in accordance with IFRS 3, until the measurement period is ﬁnalized. The Group recognizes the identiﬁable assets acquired, liabilities assumed, and any non- controlling interests. The excess of the consideration transferred (including the fair value of any non-controlling interests) over the net identiﬁable assets and liabilities acquired is recognized as goodwill. Goodwill is measured at cost less accumulated impairment losses. It is tested for impairment at least annually, or whenever there is an indication that it may be impaired. Goodwill is allocated to the cash-generating units (CGUs) that are expected to beneﬁt from the synergies of the business combination. These CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes and do not exceed the level of an operating segment. REVERSE ACQUISITIONS In a reverse acquisition, the entity that issues equity instruments (the legal acquirer) is identified as the acquiree for accounting purposes, while the entity whose equity interests are acquired (the legal acquiree) is the accounting acquirer. Typically, the accounting acquirer does not transfer consideration for the business combination. Instead, the legal subsidiary (accounting acquirer) issues its equity instruments to obtain control of the legal parent (accounting acquiree). The consolidated financial statements following a reverse acquisition represent a continuation of the financial statements of the legal subsidiary, with the exception of the capital structure. These statements reflect the equity structure of the legal parent (the legal acquirer) and adjust comparative information retrospectively to reflect the capital structure of the legal parent. In accordance with IFRS 3, the assets and liabilities of the legal subsidiary (the accounting acquirer) are recognized at their existing book values, whereas the assets and liabilities of the legal parent (the accounting acquiree) are recognized and measured in accordance with IFRS 3 requirements. c FAIR VALUE MEASUREMENT The Group measures ﬁnancial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transac- tion to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability Or • In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is meas- ured using the assumptions that market par- ticipants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. 068 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS A fair value measurement of a non-ﬁnancial asset takes into account a market participant’s ability to generate economic beneﬁts by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufﬁcient data are available to measure fair value, maximising the use of relevant observableinputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the consolidated ﬁnancial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is signiﬁcant to thefair value measurement as a whole: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities • Level 2 — Valuation techniques for which the lowest level input that is signiﬁcant to the fair value measurement is directly or indirectly observable • Level 3 — Valuation techniques for which the lowest level input that is signiﬁcant to the fair value measurement is unobservable For assets and liabilities that are recognized in the consolidated ﬁnancial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation atthe end of each reporting period. d INTANGIBLE ASSETS INITIAL RECOGNITION Intangible assets acquired separately are meas- ured on initial recognition at cost or deemed cost. Expenses for research activities are recognized through the consolidated income statement in the period in which they incurred. Development expenditures on the individual project are recognized as intangible assets from the date the Group can demonstrate that the capitalization criteria under IAS 38 are met. These include the technical feasibility of com- pleting the asset, the intention and ability to complete and use or sell it, the ability to gener- ate probable future economic beneﬁts, the avail- ability of adequate technical, ﬁnancial, and other resources, and the ability to reliably measure the expenditure attributable to the asset during its development. This means, among other things, that the development activity must lead with sufﬁcient certainty to future cash inﬂows that also cover the corresponding development costs. The costs capitalized include the cost of materials, direct labor and other directly attributable expenditure that serves to prepare the asset for use. Such capitalized costs are included in line item intangible assets as internally generated intangible assets. Other development costs are expensed as incurred. SUBSEQUENT MEASUREMENTS After initial recognition, intangible assets are carried at cost less any accumulated amorti- zation and any cumulated impairment loss. 069 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS AMORTIZATION The useful lives of intangible assets are assessed by the General Partner of the Group as either finite or indefinite. Patents, licenses, Computer software trademarks and similar rights Useful lives Finite Finite Amortisation method used Amortised on a straigt-line Amortised on a straigt-line basis over the period of use basis over the period of use Internally generated or acquired Acquired Acquired Amortisation period 5-10 years 3-5 years Intangible assets with finite lives are amortized over the expected useful economic life and assessed for impairment whenever there is an indication that the other intangible asset may be impaired. When there are no foreseeable limits to the period over the assets for generating net cash inflows, the assets are recognized as assets with indefinite useful life. Those assets are not amortized but tested for impairment loss at least annually. Amortization of intangible assets is shown in the consolidated income statement under the line item depreciation, amortization and impairment expense. Intangible assets under development are reported at cost and are allocated to intangible assets when they are completed and put into operational use, from which point onwards they are depreciated. 070 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The Group reviews the residual value, useful life and amortization method of intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates. Revisionsto accounting estimates are recognized prospectively. Since there were new patents, licenses, trademarks and similar rights, which must be depreciated for the first time in the current financial year, the Group decided during their review to depreciate related assets over 5 years. e PROPERTY, PLANT AND EQUIPMENT INITIAL RECOGNITION Property, plant and equipment are recognized at cost or deemed cost. Production costs and interests (if the asset fulfils the criteria of a qualifying asset) which related to the financing of acquisitions of tangible assets are capita- lized in the consolidated financial statements. SUBSEQUENT MEASUREMENT After initial recognition of property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalized. The carrying amount of parts that are replaced is derecognized. Costs of day-to-day servicing arerecognized in consolidated income statement as incurred. DEPRECIATION Property, plant and equipment are depreciated by allocating the depreciable amount of the asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset less its residual value. The following useful lives are assumed: Depreciation "Estimated Method years of useful life" Buildings Straight-line 25 -40 Technical installations Straight-line 5 - 20 and machinery Other installations, Straight-line 4 - 12 equipment and furniture Assets under construction are reported at cost and are allocated to tangible assets when they are completed and put into operational use, from which point onwards they are depreciated. The Group reviews residual values, useful lifes and depreciation methods on a regular basis or by triggering events. Changes to initially established criteria are accounted for as a change in accounting estimates. f LEASES The Group leases various offices, equipment and cars. Rental contracts are typically agreed for fixed periods of 5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased property assets may not be used as security for borrowing purposes. 071 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leases asset is available for use by the Group. The finance cost is charged to consolidated income statement of comprehensive income over the lease period. Right-of-use assets are initially measured at their cost. The cost of right-of-use assets include the amount of the initial measurement of the lease liability, plus any initial direct costs incurred, an estimate of costs in dismantling and removing the underlying asset or restoring the underlying asset or site where it is located and lease payments made at or before the commencement date less any lease incentives received. For the first time, the lease liability is measured at the present value of the lease payments not yet made at the commencement date. Lease liabilities include the net present value of the following lease payments: • ﬁxed payments (including in-substance ﬁxed payments), less any lease incentives receivable • variable lease payment that are based on an index or a rate, initially measured using theindex or rate as at the commencement date Lease payments to be made under reason- ably certain extension and purchase options are also included in the measurement of the liability. The lease liability is measured at amortized cost using the effective interest method. It is remeasured whether there is modification or a change in the lease term, if future lease pay- ments change due to a change in an index or rate used to determine such lease payments, or if the Group changes its estimate of the exer- cise of an option to purchase the underlying asset. When the lease liability is remeasured in this way, the carrying amount of the right-of-use as- set is adjusted accordingly, or a corresponding adjustment is made through profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party ﬁnancing received by the individual lessee as a starting point, adjusted to reﬂect changes in ﬁnancing conditions since third party ﬁnancing was received • makes adjustments speciﬁc to the lease, e.g. term, country, currency and security. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the leases liability is reassessed and adjusted against the right-of-use asset. 072 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Lease payments are allocated between liability and ﬁnance cost. The ﬁnance cost is charged to proﬁt or loss over the lease period. Right-of-use assets are measured at cost comprising the fol- lowing: • the amount of the initial measurement of lease liability • any lease payments made at or before the commencement date less any lease incen- tives received • any initial direct costs, and • restoration costs. Right-of-use assets are depreciated on a straight- line basis over the shorter of the lease term and the estimated useful lives of the assets, as fol- lows: • Motor vehicles and other equipment 3 to 4 years • Ofﬁce Space 2 to 5 years ꢀ The depreciable amount of leased assets is allo- cated to each accounting period during the periodof expected use on a systematic basis consistentwith the depreciation policy for owned assets. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreci- ated over the underlying asset’s useful life. Payments associated with short-term leases (lease term of 12 months or less) and leases of low-value assets (below EUR 5,000) are recognized on a straight-line basis as an expensein proﬁt or loss. g IMPAIRMENT OF NON-FINANCIAL ASSETS The Group evaluates whether there are indica- tions of possible impairment losses on non- financial assets to verify whether the carrying amount of these assets exceeds the recoverable amount. The Group tests intangible assets not yet avail- able for use for impairment at least annually, irrespective of whether there is any indication that the assets may be impaired. The recoverable amount of assets is the higher of fair value less costs of retirement or disposal and value in use. Negative differences arising from comparison of carrying amounts of assets with their recover- able amounts are expensed. Recoverable amount is determined for each individual asset, unless the asset does not gen- erate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is deter- mined for the cash-generating unit (“CGU”) to which the asset belongs. At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognized in prior periods may no longer exist or may have decreased. Impair- ments losses on goodwill may not be reversed. Impairment losses on assets other than good- will are reversed if, and only if, there has been a change in the estimates used to calculate the asset’s recoverable amount. A reversal of an impairment loss is recognized in the consolidated income statement. The in- crease of the carrying amount of an asset attrib- utable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amorti- zation, had no impairment loss been recognized. 073 These assets are initially measured at fair value, plus any transaction costs, and then subse- quently at amortized cost. The interest accrued is taken to the consolidated income statement applying the effective interest method. Nonethe- less, financial assets falling due one year or less without a contractual interest rate are initially and subsequently measured at their nominal amount, if the effect of upgrading the cash flows is insignificant. Impairment of ﬁnancial assets at amortized cost The Group recognizes value adjustments relat- ing to expected credit losses on financial assets and contract assets measured at amortized cost. The Group applies the simplified approach of calculating the expected credit loss of its finan- cial assets. The simplified approach considers expected losses for lifetime plus any additional provision- ing if additional indicators for credit losses were indicated. The Group assumes that the credit risk of a financial instrument has not increased significantly since its initial recognition if the financial instrument has a low credit risk at the closing date. (i) Deﬁnition of default The Group considers the following as constitu- ting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recov- erable: • • H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS h FINANCIAL INSTRUMENTS A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of an- other entity. Financial instruments in the formof financial assets and financial liabilities aregenerally presented separately. Financial instru-ments are recognized as soon as the Group becomes a party to the contractual provisionsof the financial instrument. In the case of purchases or sales of financial assets throughthe regular market, H2APEX uses the settle- ment date as the date of initial recognition or derecognition. Upon initial recognition, financialinstruments are measured at fair value. FINANCIAL ASSETS Classiﬁcation and measurement The Group classifies and measures its financialassets, both current and non-current, as follows: Assets at amortized cost This category includes the financial assets that meet the following conditions: • The asset is held within the framework of a business model whose purpose is to hold ﬁnancial assets in order to obtain contrac-tual cash ﬂows, and • The contractual conditions of the ﬁnancial asset give rise, on speciﬁed dates, to cashﬂows constituting solely payments of princi-pal plus interest on the outstanding princi-ple. When there is a breach of financial covenants by the debtor Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, includ- ing the Group, in full (without taking into account any collateral held by the Group). 074 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 180 days past dueunless the Group has reasonable and support-able information to demonstrate that a more lagging default criterion is more appropriate. (ii) Credit-impaired ﬁnancial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events: • Significant financial difficulty of the issuer or the borrower • A breach of contract, such as a default or past due event (see (i) above) • The lender(s) of the borrower, for economic or contractual reasons relating to the bor- rower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider • It is becoming probable that the borrower will enter bankruptcy or other financial reorganization • The disappearance of an active market for that financial asset because of financial difficulties (iii) Write-off policy The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or hasentered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever oc- curs sooner. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in proﬁt or loss. Impairment losses and reversals of impairment losses on trade receivables as well as contract assets and other financial assets at amortized cost are recognized in depreciation, amortisa- tion and impairment expenses in the consoli- dated income statement. SUBSEQUENT MEASUREMENT Derecognition of ﬁnancial assets Financial assets are derecognized when the con- tractual rights to the cash ﬂows from the ﬁnancial asset expire or have been transferred or partially transferred (risk sharing) and substantially all the risks and rewards of ownership are considered to have been transferred. On derecognition of a ﬁnancial asset, the differ- ence between the carrying amount and the sum of the consideration received, net of transaction costs, including any new asset obtained less any new liability assumed and any cumulative gain or loss deferred in other comprehensive income, is recognized in consolidated income statement. FINANCIAL LIABILITIES Classiﬁcation and measurement of ﬁnancial liabilities Financial liabilities are classiﬁed at initial recogni- tion and initially measured at fair value, plus or minus transaction costs, depending on the type of ﬁnancial instrument. Financial liabilities are classiﬁed, at initial recogni- tion, as ﬁnancial liabilities at fair value through proﬁt or loss, loans and borrowings, payables as appropriate. The Group determines the classiﬁca- tion of its ﬁnancial liabilities at initial recognition. 075 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Loans and borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using effective interest rate (EIR) method. Gains and losses are recognized in proﬁt or loss when the liabilities are derecog-nized as well as through the EIR amortization process. Derecognition of ﬁnancial liabilities Financial liabilities are derecognized where they are extinguished, i.e., when the obligation deriving from the liability has been discharged or cancelled, or it has expired. When there is an exchange of debt instruments between the Group and the counterparty, provided that they have substantially different conditions, the original ﬁnancial liability is eliminated, and the new ﬁnancial liability is recognized. Similarly, anysubstantial modiﬁcation to the current condi-tions affecting a ﬁnancial liability is recognized. i CONTRACT BALANCES CONTRACT ASSETS A contract asset is initially recognized for rev- enue earned from customer projects because the receipt of consideration is conditional on successful completion of the project. Upon completion of the project and acceptance by the customer, the amount recognized as con- tract assets is reclassified to trade receivables. CONTRACT LIABILITIES Contract liabilities are recognized in relation to prepayments of customers, where the delivery of the related service will happen over time. j GOVERNMENT GRANTS Government grants are recognized at fair value if there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Government grants include short allowance for the employee and non-repayable subsidy granted by the govern- ment whose purpose is to finance intangible assets. Grants awarded for the purchase, or the produc- tion of fixed assets (grants related to assets), are generally offset against the acquisition or production costs of the respective assets and reduce future depreciations accordingly. Grants awarded for other than non-current assets (grants related to income) are reported in the consolidated income statement under the same functional area as the corresponding expenses. They are recognized as income over the periods necessary to match them on a systematic basis to the costs that are intended to be compen- sated. Government grants for future expenses are recorded as deferred income. In the financial year government grants are recognized in other income kEUR 153 (2023: kEUR 484) using the income approach. k EMPLOYEE BENEFITS SHORT-TERM EMPLOYEE BENEFITS Short-term employee benefits are expected to be settled in full before 12 months after the end of the reporting period in which the employees render the related services. The Group recognizes the expected cost of profit-sharing and bonus plans when it has a present legal or constructive obligation to make such payments because of past events and a reliable estimate of the obligation can be made. 076 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS REDUNDANCY INDEMNITIES Pursuant to current employment law, in cer- tain circumstances the Group is liable to pay redundancy indemnities to employees whose services are discontinued, which will happen over time. l SHARE-BASED PAYMENTS Stock Options granted to a participant will vest in instalments over a four-year vesting period as follows: The Stock Options shall vest by 1/16 for each full quarter of a year following thegrant date subject to the condition that a periodof twelve (12) months following the grant date (the “cliff period”) has expired (each date on which Stock Options vest, a “vesting date”). The Company granted in total 2,850,000 StockOptions, while 155,625 Stock Options were for-feited. By 31 December 2024 2,694,375 Stock Options are outstanding under these terms and conditions. 2,190,000 Stock Options have beengranted under these terms and conditions. 660,000 Stock Options were granted to Lien HoldCo (related party to Roland Lienau). TheseStock Options are fully vested as of the acceptance and must be exercised by 31 December 2028 (“Expiry Date”). Any time period in which the participant does not work for H2APEX Group and H2APEX Group does not owe the whole compensation agreed under the employment or service agree-ment to the participant, as applicable (e.g., inthe case of extended periods of illness, uncom-pensated release from duty to work, parentalleave, excluding for the avoidance of doubt, ma-ternity leave) shall suspend the vesting of StockOptions for that time period and the four-year vesting period will be extended accordingly. The Stock Option Plan (SOP) does not include any market conditions. The fair value of the Stock Options is estimated at the grant date using the binomial option pric- ing model, considering the terms and conditions on which the Stock Options were granted. The Stock Options can be exercised within five years following the vesting date. There are no cash settlement alternatives. The Group does not have past practice of cash settlement for these Stock Options. The Group accounts for the Stock Options as an equity-settled plan. While the legal terms of the SOP 2023 provide the granting entity with the choice between equity settlement and cash settlement, the Group accounts for the awards as equity-settled in accordance with IFRS 2.41, based on its established practice and for opera- tional practicability. Accordingly, no liability is recognized, and the awards are measured at fair value at grant date without subsequent remeas- urement. The grant date fair value of equity-settled share-based payments arrangements granted to employees is recognized as an expense with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance condi- tions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true- up for differences between expected and actual outcomes. 077 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS m PROVISIONS Provisions are recognized when the Group has a present obligation, legal or constructive arising from a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obliga- tion, and a reliable estimate can be made of theamount of the obligation. The amounts recognized in the consolidated statement of financial position as a provision is the best estimate of the expenditure requiredto settle the present obligation at the end of thereporting period, taking into account all risks and uncertainties surrounding the amount to be recognized as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure tobe made each period can be reliably estimated.The discount rate is determined before taxes, considering money temporary value, as well asthe specific risks that have not been consid- ered in the future flows related to the provision at each closing date. Single obligations are valued by the individual outcome that is most probable. If it is not probable that an outflow of resources will be required to settle an obligation, the pro-vision is reversed. The reversal is made againstthe consolidated income statement items in which the corresponding expense was record- ed and the excess, if any, is recognized under other income. Contingent liabilities are possible obligations arising from past events and whose existence will be confirmed only upon the occurrence or non-occurrence of one or more uncertain fu- ture events not wholly within the control of the Group. Contingent liabilities are not recognized but only disclosed in the notes to the consoli- dated financial statements. n RECOGNITION OF REVENUE The Group is in the business of providing ser- vices and products in the field of regenerative energies. Revenue from contract with custom- ers is recognized when control of the goods and project services are transferred to the custom- ers. The Group assesses whether a transaction is comprised of different components, in order to apply the appropriate income recognition criteria to each one. Revenue from providing service and selling goods are recognized at the fair value of the consideration received or receiv- able. REVENUE FROM PROJECT DEVELOPMENT The Group recognises revenue from project development over time any other use of the developed project would burden the contrac- tor with considerable losses, no alternative use outside of the intended use can be attested for the service. The agreements made in project development contracts guarantee the Group ap- propriate remuneration for the services rendered in each case. The Group uses an input method in measuring progress input-orientated according to the cost- to-cost method. The cost-oriented approach to performance measurement is based on the ratio of the fulfilment costs incurred up to the assess- ment date to the total costs expected for the provision of the services owed. The Group regularly checks if the contract is onerous and make provision where appropriate. 078 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS REVENUE FROM OWN OPERATIONS Revenue from own operations is recognized at the point in time when the delivery is made to the customer. Revenue from own operations refers to income generated from the sale of hydrogen, lease or sale of hydrogen storage and fueling infra- structure, and other product-related business activities. Revenue is recognized at the point in time when the control of the goods is transferred to the customer, typically upon delivery. o BORROWING COSTS Borrowing cost directly attributable to the ac- quisition, construction or production of assets that necessarily takes a substantial period to get ready for its intended use are capitalized aspart of the cost of the assets. All other borrow-ing cost are expensed in the period in which they occur. p INCOME TAX The year’s income tax expense or benefit comprises current tax and deferred tax. Current and deferred tax are recognized as income or an expense and included in the Consolidated statement of comprehensive income, except to the extent that the tax arises from a transac- tion or event which is recognized, in the same or a different year, directly in equity, or from a business combination. The Group recognizes deductions for investment by applying the recognition and measurement criteria of the assets for current or deferred tax, unless they have the nature of a grant. If the deductions have the nature of a grant, they are recognized, presented and valued by applying the corresponding accounting policy. For these purposes, the Group considers that the deductions whose application is independent of the existence of a positive integral fee and that have substantive operational conditions additional to the realization or maintenance of the investment are subsidized. CURRENT TAX Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to tax authorities using the tax rates and tax laws enacted or substantially enacted at the reporting date where the consolidated entity is domiciled. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The companies of the H2APEX Group are subject to German income tax respectively Luxembourg income tax. 079 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS DEFERRED TAX Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carryingamounts for financial reporting purposes.Deferred tax liabilities are the amounts payablein the future as income tax related to taxable temporary differences while deferred tax assets are the amounts to be recovered as income tax due to the existence of deductible temporary differences, taxable negative tax bases or deductions pending application. RECOGNITION OF DEFERRED TAX LIABILITIES The Group recognizes deferred tax liabilities in all cases except if: • when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences • in respect of taxable temporary differences associated with investments in subsidiar- ies, branches and associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. RECOGNITION OF DEFERRED TAX ASSETS Deferred tax assets are recognized for all deductible temporary differences, the carry for- ward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carry forward of unused tax credits and unused tax losses can be utilized, except: • when the deferred tax asset arises from the initial recognition of an asset or liabil- ity in a transaction that is not a business combination, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences • in respect of deductible temporary dif- ferences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. It is considered probable that the Group has sufficient tax profits to recover deferred tax assets, provided there are temporary differen- ces taxable in sufficient amount, related to the same tax authority and to the same taxpayer, the reversal of which is expected in the same fiscal year in which the deductible temporary differences are expected to reverse or in years in which a tax loss, arising from a deductible temporary difference, can be offset by previous or subsequent earnings. In order to determine future tax profits, the Group takes into account tax planning oppor- tunities, provided that it intends to adopt them or is probable to adopt them. 080 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS OFFSETTING OF TAX ASSETS AND LIABILITIES The Group only offsets current tax assets and liabilities if there is a legal right against the tax authorities and intention to settle the resulting tax due at their net amount or to realize the assets and settle the liability simultaneously. q CLASSIFICATION OF ASSETS AND LIABILITIES BETWEEN CURRENT AND NON-CURRENT The Group presents the consolidated state- ment of financial position classifying assets and liabilities between current and non-current. For these purposes, current assets or liabilities are those that meet the following criteria: • Assets are classified as current when they are expected to be realized or there is an intention to sell or consume them during the normal operating cycle of the Group, they are held primarily for the purpose of trading, they are expected to be carried out within a period of twelve months after the reporting period or it is cash or cash equivalents, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are clas- sified as non-current assets. • Liabilities are classified as current when they are expected to be settled in the nor- mal operating cycle of the Group, they are held primarily for the purpose of trading, they are due to be settled within twelve months after the reporting period, or the Group does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.. • Financial liabilities are classified as current when they must be settled within twelve months after the reporting date, even if the original term is for a period of more than twelve months and there is a refinancing or restructuring agreement for long-term pay- ments that has been concluded after the reporting date and before the consolidated financial statements are authorized for issue. • All other liabilities are classified as non- current liabilities. 081 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 3. SEGMENT INFORMATION For management purposes, the Group is organ- ised into business units based on its products and services and has three reportable segments,as follows: PROJECT DEVELOPMENT The Project Development Segment includes all project development and system integration for third-party hydrogen plants. The turnkey solu- tions for the supply of hydrogen are modular, techagnostic and tailor-made to comply with complex and diverse customer requirements. OWN OPERATIONS The Own Operations Segment includes the pro- duction and selling of green hydrogen as well as the derivatives electricity and heat generated at its own hydrogen plants. STORAGE SEGMENT The Storage Segment includes the development and manufacturing of different hydrogen storage systems. ALL OTHER SEGMENTS All other segments include costs for the holding and property companies and the acquisition and management of properties mainly in connection with the production of green hydrogen. The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on proﬁt or loss and is measured consistently with proﬁt or loss in the consolidated ﬁnancial statements. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties. 082 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of proﬁt and loss and other disclosures by segment: Adjust- Project Own ments and 01.01.2024-31.12.2024 Develop- Opera- elimina- (in EUR 1,000) Notes ment tions Storage Other tions Consolidated Revenues 24 31,927 567 0 753 (3,682) 29,566 own work capitalized 0 0 0 0 573 573 Other income 1,078 4 227 251 (647) 913 Cost of materials 25 (29,302) (609) 12 (1,401) 2,054 (29,246) Employee beneﬁts expense 26 (6,883) (790) (1,301) 27 0 (8,947) Depreciation and amortization expense 6, 7 (5,920) (69) (66) (3,150) 0 (9,204) Other expenses 27 (5,259) (1,376) (2,025) (2,260) 1,701 (9,219) Financial results Income/loss from equity investments 8 (268) 0 0 0 0 (268) Income from other securities, interest and similar income 28 53 0 0 2,838 (2,752) 140 Interest and similar expenses 29 (3,969) (20) (371) 133 2,752 (1,474) (4,183) (20) (371) 2,972 0 (1,602) Income taxes 10 (339) 0 0 (317) 0 (657) Proﬁt/Loss (18,881) (2,292) (3,524) (3,125) 0 (27,822) Total assets 79,410 2,835 5,509 351,703 (348,209) 91,248 Total liabilities 114,201 5,318 6,684 22,515 (87,804) 60,914 CAPITAL EXPENDITURES 1,156 1,059 1,406 3,883 0 7,503 Adjust- Project Own ments and 01.01.2023-31.12.2023 Develop- Opera- elimina- (in EUR 1,000) Notes ment tions Storage Other tions Consolidated Revenues 24 15,851 477 0 0 (1,032) 15,297 own work capitalized 50 0 0 0 0 50 Other Income 1,015 10 185 108 (277) 1,041 Cost of materials 25 (13,717) (463) (8) 0 503 (13,684) Employee beneﬁts expense 26 (5,903) 0 (670) -316 0 (6,889) Depreciation and amortization expense 6, 7 (3,472) (1,482) (46) -237 0 (5,237) other expenses 27 (6,638) (96) (622) (5,889) 513 (12,732) Financial results Income/Loss from equity investments 8 (275) 0 0 0 0 (275) Income from other securities, interest and similar income 28 137 55 0 19,302 (18,815) 679 Interest and similar expenses 29 (4,910) 0 (26) (1,313) 3,793 (2,456) (5,048) 55 (26) 17,989 (15,022) (2,052) Income taxes 10 (49) 0 0 (380) 0 (429) Net income (17,911) (1,499) (1,185) 11,275 (15,314) (24,634) Total assets 94,757 7,281 5,148 363,519 (348,250) 122,454 Total liabilities 113,890 4,070 2,798 31,089 (87,262) 64,585 CAPITAL EXPENDITURES 722 4,729 4,373 1,854 0 11,677 083 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Inter-segment revenues are eliminated upon consolidation and reﬂected in the adjustments and eliminations’ column. All other adjustments and eliminations are part of detailed reconcilia- tions presented further below. ADJUSTMENTS AND ELIMINATIONS Capital expenditure consists of additions of property, plant and equipment, intangible assetsand investment properties including assets from 4. EARNINGS PER SHARE Earnings per share (EPS) is calculated by divid- ing the proﬁt attributable to the ordinary share- holders of the company by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares purchased by the Company and held as Treasury Shares. BASIC EARNINGS PER SHARE The calculation of basic EPS at 31 Decem- ber 2024 is based on the proﬁt attributable to the owners of the parent and the weighted average number of Ordinary Shares outstand- ing of 36,359,163, which includes 36,359,162 Class A Shares and one unlimited share (2023: 36,556,043 Ordinary Shares). BASIC EARNINGS PER SHARE 2024 2023 Proﬁt / (Loss) for continued operations for the year (EUR 1,000) attributable Ordinary Shares (27,822) (24,635) to equity holders of the Company Weighted average number of ordinary shares outstanding Ordinary Shares 36,359,163 35,556,043 Basis earnings / (loss) per share (Euro/share) Ordinary Shares (0.77) (0.69) Diluted weighted average number of ordinary shares outstanding Ordinary Shares 39,023,606 36,470,016 Diluted earnings / (loss) per share (Euro/share) Ordinary Shares (0.71) (0.69) the acquisition of subsidiaries. Intersegment revenues are eliminated on consolidation. All revenues originate from Germany. There are four customers (2023: four), each with a share of over 10% in the Project Development segment. There is one customer (2023: one) with a share of over 10% in the Own operations segment. 084 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS DILUTED EARNINGS PER SHARE Diluted EPS are calculated by increasing the average number of shares outstanding by the total number of potential shares arising from option rights. As of 31 December 2024, the Group has outstanding 2,694,375 share options from the Stock Option Program (SOP). Should the share options of the SOP be exercised, the total number of Ordinary Shares would increase by 2,694,375 to 39,053,537 Ordinary Shares, having only a minor impact on the EPS. However, at 31 December 2024, these share options were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive as the average market price was below the exercise price. Share options from the SOP not exercised within the contractual time frame expire without any redemption and have no dilutive impact on the EPS. 085 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 5. FAIR VALUE MEASUREMENT The following tables show the carrying amounts and fair values of ﬁnancial assets and ﬁnancial liabilities, including their levels in the fair value hierarchy. They include fair value information for ﬁnancial assets and ﬁnancial liabilities that have not been Signiﬁcant Signiﬁcant observable unobservable inputs inputs (IN EUR 1,000) Date of valuation At cost (Level 2) (Level 3) Total FINANCIAL ASSETS Other financial investments 31 December 2024 2,992 0 2,449 2,449 Trade receivables 31 December 2024 2,218 0 2,213 2,213 Other financial assets 31 December 2024 575 0 575 575 Cash and cash equivalents 31 December 2024 16,074 0 16,074 16,074 Contract assets 31 December 2024 18,209 0 17,409 17,409 Total assets 40,068 0 38,720 38,720 Financial liabilities Debts with credit institutions 31 December 2024 113 0 113 113 Trade and other payables 31 December 2024 12,906 0 12,906 12,906 Financial liabilities from loans 31 December 2024 36,809 0 36,809 36,809 Total liabilities 49,828 0 49,828 49,828 Signiﬁcant Signiﬁcant observable unobservable inputs inputs (IN EUR 1,000) Date of valuation At cost (Level 2) (Level 3) Total FINANCIAL ASSETS Other ﬁnancial investments 31 December 2023 2,749 0 2,474 2,474 Trade receivables 31 December 2023 5,673 0 5,641 5,641 Other ﬁnancial assets 31 December 2023 558 0 554 554 Cash and cash equivalents 31 December 2023 44,466 0 44,466 44,466 Non-ﬁnancial assets Prepayments 31 December 2023 4,669 0 4,574 4,574 Contract Assets 31 December 2023 5,984 0 5,941 5,941 Total assets 64,009 0 63,650 63,650 Financial liabilities Debts with credit institutions 31 December 2023 163 0 163 163 Trade and other payables 31 December 2023 5,176 0 5,176 5,176 Financial liabilities from loans 31 December 2023 43,557 0 43,557 43,557 Total liabilities 48,896 0 48,896 48,896 There were no transfers between Level 1 and Level 2 during 2024. measured at fair value if the carrying amount is a reasonable approximation of fair value. Fair values and carrying amounts of the ﬁnancial instruments as at 31 December 2024 are as follows: 086 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 6. INTANGIBLE ASSETS The composition and movements in intangible assets during year ended 31 December 2024 and 2023 are as follows: Patents, licenses, Intangible trademarks assets and similar Computer under deve- (IN EUR 1,000) rights software lopment Goodwill Total COST: Balance at 1 January 2023 161 302 2,327 0 2,789 Additions 6 25 0 3,771 3,802 Change in consolidation scope 100 51 0 0 151 Disposals 0 0 817 0 817 Balance at 31 December 2023 268 378 1,509 3,771 5,925 Balance at 1 January 2024 268 378 1,509 3,771 5,925 Disposals 0 43 0 55 98 Tansfers 118 0 0 -118 0 Balance at 31 December 2024 386 335 1,509 3,598 5,827 Patents, licenses, Intangible trademarks assets and similar Computer under deve- (IN EUR 1,000) rights software lopment Goodwill Total ACCUMULATED AMORTISATION: Balance at 1 January 2023 107 161 0 0 269 Amortisation 0 75 0 0 75 Change in consolidation scope 108 42 0 0 150 Disposals 0 0 1,509 0 1,509 Balance at 31 December 2023 216 278 1,509 0 2,003 Balance at 1 January 2024 216 278 1,509 0 2,003 Additions 42 68 0 0 109 Impairment 0 0 0 3,174 3,174 Disposals 0 43 0 0 43 Balance at 31 December 2024 257 303 1,509 3,174 5,243 Carrying amounts: Balance at 31 December 2023 52 100 0 3,771 3,922 Balance at 31 December 2024 129 32 0 424 584 087 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS With effect from 1 January 2024, the “Gebäudeenergiegesetz” was enacted in Germany. This new regulation negatively impacted the existing business model of the Plant Engineering division. Previously, the business model focused on the sale and implementation of half-size heat pumps, a product line generating high revenues through economies of scale. Following the regulatory change, demand for half-size heat pumps decreased signiﬁcantly, requiring Plant Engineering to revise its strategic direction. This triggering event, combined with the shift in strategic focus, resulted in a lower enterprise value for Plant Engineering and led to an impairment of the goodwill allocated to this business unit. Other intangible assets, such as technology and brand, are not affected by this impairment, as they continue to be used in the business and are amortised over their estimated useful lives. As of 31 December 2024, the Group had no commitments to acquire intangible assets. 088 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 7. PROPERTY, PLANT AND EQUIPMENT (INCLUDING RIGHT-OF-USE ASSETS) The following table presents the composition and changes in tangible assets for the ﬁnancial year ended 31 December 2024: Other Under Technical ins- installations, construc- Right tallations and equipment tion and of use (in EUR 1,000) Land Buildings machinery and furniture advances Assets Total COST: Balance at 1 January 2023 91 5,796 24,954 2,769 2,538 0 36,148 Additions 1,854 925 4,649 333 496 1,218 9,475 Change in consolidation scope 4,968 5,872 593 338 958 0 12,729 Balance at 31 December 2023 6,912 12,593 30,196 3,440 3,992 1,218 58,352 Balance at 1 January 2024 6,912 12,593 30,196 3,440 3,992 1,218 58,352 Additions 660 12 2,626 458 3,552 264 7,572 Disposals 998 2,890 359 483 347 0 5,078 BALANCE AT 31 DECEMBER 2024 6,574 9,715 32,463 3,415 7,197 1,482 60,845 Other Under Technical ins- installations, construc- Right tallations and equipment tion and of use (in EUR 1,000) Land Buildings machinery and furniture advances Assets Total ACCUMULATED DEPRECIATION: Balance at 1 January 2023 0 879 980 759 0 0 2,618 Depreciation during the year 0 423 1,040 256 0 333 2,052 Change in consolidation scope 0 90 11 281 0 0 382 Balance at 31 December 2023 0 1,392 2,031 1,296 0 333 5,052 Balance at 1 January 2024 0 1,392 2,031 1,296 0 333 5,052 Depreciation during the year 0 3,360 1,352 614 0 585 5,911 Disposals 0 388 22 331 0 0 741 Transfers 0 0 65 4 0 0 69 Balance at 31 December 2024 0 4,364 3,426 1,582 0 918 10,291 AS AT 31 DECEMBER 2024 6,574 5,350 29,036 1,834 7,196 564 50,554 Carrying amounts: As at 31 December 2023 6,912 11,202 28,164 2,145 3,991 885 53,299 AS AT 31 DECEMBER 2024 6,574 5,350 29,036 1,834 7,196 564 50,554 The increase in acquisition costs is attributable to the addition of EUR 1.9 million in technical assets under construction, for which no depreciation was recognized in the 2024 ﬁnancial year. * In 2023, a credit note was incorrectly included in the acquisition costs within the asset schedule. As a result, the acquisition costs were overstated by EUR 552k, which was also reﬂected in depreciation and amortization for the same amount. This error has been corrected by restating the ﬁgures for the previous year in accordance with IFRS. 089 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS INSURANCE The Group has agreed an insurance contract to cover the risk of damage to its tangible assets. The insured asset value of industrial installa- tions, ofﬁce buildings and electronic equipment amounts to kEUR 10,000 (2023: kEUR 10,000). In addition, there is automatic insurance cover- age for damages for the hydrogen powerplant including the hydrogen ﬁlling station of kEUR 11,122 (2023: kEUR 9,803) and an automatic insurance coverage for damages for the photo- voltaic power plant of kEUR 6,398 (2023: kEUR 6,398). TANGIBLE ASSETS PLEDGED AS COLLATERAL The Group does have tangible assets as at 31 December 2024 of kEUR 5,567 (2023: kEUR 9,541) that are pledged as collateral for investor and bank debts. CAPITALIZED INTERESTS The carrying amount as of the balance sheet date includes total interest capitalized amount- ing to kEUR 2,637 (2023: kEUR 2,799) which was incurred during construction and calculated with an average capitalization rate of 7.42%. IMPAIRMENT ON TANGIBLE ASSETS The annual impairment test was performed with the result that no impairment indicators were identiﬁed. RIGHT-OF-USE ASSETS The Group has entered into lease agreements for various assets including plant, machinery, vehicles and other operational equipment. Lease terms for plant and machinery typically range from 3 to 15 years, while leases for motor vehicles and other equipment generally have terms of 3 to 5 years. The Group’s lease liabilities are secured by the lessor’s legal ownership of the underlying leased assets. In general, the lease agreements prohibit the Group from assigning or subleasing the leased assets. Certain contracts also include covenants requiring the Group to maintain speciﬁed ﬁnancial ratios. The Group applies the recognition exemptions provided under IFRS 16 for short-term leases (12 months or less) and leases of low-value assets, such as ofﬁce equipment. Payments for these leases are recognized as an expense over the lease term on a straight-line basis in the consolidated income statement. The recognised right-of-use assets can be categorised as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Buildings 190 597 Vehicles 366 284 Furniture and ofﬁce equipment 8 0 Other 0 4 Right of use assets 564 885 The amounts recognized in the consolidated income statement regarding the depreciation of right-of-use assets are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Buildings 407 223 Vehicles 172 93 Furniture and ofﬁce equipment 2 0 Other 4 17 Depreciation 585 333 on Right of use assets 090 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 8. OTHER FINANCIAL INVESTMENTS Amount of investment NAME OF ASSOCIATE Registered ofﬁce Activity % ownership 31/12/2024 31/12/2023 Nuventura GmbH Berlin Technology development < 10% 557 825 Play Ventures Fund II Singapore Investment Fund < 10% 1,892 1,649 Total 2,449 2,474 In the ﬁnancial year of 2024, the Group recognized an impairment loss of 268 kEUR of its investment in Nuventura GmbH. The impairment loss is shown under depreciation, amortisation and impairment expense in the consolidated income statement. As of 31 December 2024, management did not identify any indicators of impairment for the investment in Play Ventures Fund II. 091 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 9. FINANCIAL ASSETS Classiﬁcation of ﬁnancial assets by category: (in EUR 1,000) 31/12/2024 31/12/2023 FINANCIAL ASSETS Investments 2,449 2,474 Trade receivables 2,213 5,641 Other ﬁnancial assets 1,072 554 Cash and cash equivalents 16,074 44,466 Total 21,808 53,135 Cash and cash equivalents, trade receivables, loan and other ﬁnancial assets are measured initially at fair value while the subsequent measurement is at amortized cost. During the year ended 31 December 2024, Impairment of kEUR 273 were recognized (2023: kEUR 307), thereof impairment losses on receivables or contract assets arising from an entity’s contracts with customers in the amount of kEUR 5 (2023: kEUR 32). These recognized impairment losses relate to expected credit losses. The lifetime credit loss of tradereceivables was determined for each customer based on data from an external rating agency. 092 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 10. INCOME TAX/ DEFERRED TAX ASSETS The Group entities are taxable according to their applicable tax regulations. During the year ended 31 December 2024, the Company, is subject to the German statutory income tax rate of 27.69 % (2023: 27.69 %). The companies which are subjects to Luxembourg income tax rate of 26.59 % (2023: 26.59 %). The main tax expenses accrue within the companies under German tax law. The income tax expense is presented follows: (in EUR 1,000) 31/12/2024 31/12/2023 CURRENT TAX Current period 657 429 Total current tax expense 657 429 DEFERRED TAX Source and reversal of temporary differences Intangible assets 0 103 Tangible assets (1) 40 Right-of-use assets (125) (240) Finance costs 35 0 Percentage of completion 92 88 Other 0 (1) Increase of deferred tax assets 0 10 Total deferred tax expense 0 0 Income tax beneﬁt / (expense), net (657) (429) The tax reconciliation using the German tax rate of 27.69 % (2023: 27,69 %) is as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Consolidated income (loss) beforeincome tax (27,166) (24,206) German tax at 27.69 % (2023: 27,69 %) (7,522) (6,703) Not usable 7,187 6,392 Luxembourg tax at 26.59 % (2023: 26.59 %) (2) (10) other tax adjustments (356) (128) Deferred taxes 0 0 Income tax (expense)/beneﬁt (657) (301) 093 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The other Group companies have all years open to inspection in Germany that are applicable to each individual company in accordance with current local legislation. Due to the existing loss carryforwards, the deferred tax liabilities will not have any future effect on income tax. For this reason, deferred tax assets were capitalised in the amount of the deferred tax liabilities. During the ﬁnancial year, there are unrecognized deferred tax assets of kEUR 23,793 (2023: kEUR 15,931). The unrecognized deferred tax assets are based on kEUR 70,137 tax loss (corporation tax) and kEUR 69,251 tax loss (trade tax) during the years 2018-2024 on which the necessary condi- tions were not met for future tax deductibility. The declared tax loss carryforwards as of the dates indicated are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 DOMESTIC TAX LOSS CARRYFORWARDS corporate tax loss carryforwards 70,137 62,380 trade tax loss carryforwards 69,251 63,038 094 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 11. INVENTORIES The inventories are entirely composed of goods as at 31 December 2024 and 2023. (in EUR 1,000) 31/12/2024 31/12/2023 Goods 191 210 191 210 095 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 12. CONTRACT ASSETS Details of contract assets are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Contract assets 17,409 5,941 total 17,409 5,941 Total contract assets are due to revenue from projects which are recognized over time by refer- ence to the percentage of completion of the pro- ject. As of 31 December 2024, an impairment of kEUR 107 was recognized (31 December 2023: kEUR 43). The impairment loss is shown under depreciation, amortisation and impairment ex- pense in the consolidated income statement. The signiﬁcant increase in contract assets compared to the prior year mainly relates to the progress of project developments and related revenue recognition towards the end of the reporting period. For further information on credit risk related to contract assets, please refer to Note 21 Financial Risk Management 096 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 13. TRADE AND OTHER RECEIVABLES Details of trade receivables are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Trade Receivables 2,213 5,641 total 2,213 5,641 Trade receivables are measured at amortized cost. During the year ended 31 December 2024 impairments of kEUR 5 were recognized (31 December 2023: kEUR 32). OTHER CURRENT RECEIVABLES Details of other loans and receivables are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Project related advance payments done 0 4,478 Receivables from shareholders 506 506 Grants 376 166 Security and other deposits 47 47 VAT receivable 519 0 Acrrued interest 21 0 other 148 197 total 1,617 5,394 Other receivables are measured at amortized cost. However, due to their short-term nature, the carrying value of these items approximates their fair value. 097 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 14. CASH AND CASH EQUIVALENTS Details of cash and cash equivalents are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Cash on hand 2 2 Cash on bank 16,072 44,464 Total 16,074 44,466 As of 31 December 2024, EUR 13,484,243.17 (2023: EUR 9,683,353.50) cash and cash equivalents were restricted. 098 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 15. EQUITY SHARE CAPITAL There were no changes in share capital during the current ﬁnancial year. The number of shares is presented as follows: Total Shares Unlimited Ordinary Shares Shares Number of shares issued as at 1 January 2023 20,073,696 1 20,073,695 Issuance of Ordinary Shares – 19 January 2023 16,285,467 0 16,285,467 Number of shares issued as at 31 December 2023 36,359,163 1 36,359,162 Number of shares issued as at 1 January 2024 36,359,163 1 36,359,162 Number of shares issued as at 31 December 2024 36,359,163 1 36,359,162 099 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The Company’s share capital as of 31 December 2024 amounts to EUR 564,384.91 (2023: EUR 564,384.91), represented by 36,359,162 Ordinary Shares (2023: 36,359,162) and one unlimited Share with no par value. The unlimited Share is held by the General Partner. Ordinary Shares are listed in the Prime Segment of the Frankfurt stock exchange. Each share entitles the holder thereof to one vote. Each Share shall be entitled to receive the same amount. Ordinary Shares are freely transferable, the Unlimited Share is only transferrable to unlimited shareholders jointly and severally liable for all liabilities of the Company which cannot bemet out of the assets of the Company. All rightsand obligations attached to any share are passedto any transferee thereof. Electronic copies of the Articles can be downloaded from the website of H2APEX Group SCA: https://ir.h2apex.com/ﬁleadmin/ downloads/ir/corp_govern/2024-01-18_ H2APEX_Group_SCA_Koordinierte_Satzung.pdf As of 31 December 2024, the Company’s authorized capital amounts to EUR 2,555,215.27, corresponding to up to 168,429,588 Ordinary Shares that may be issued by resolution of the General Partner, based on the authorization granted by the shareholders on 29 June 2022. LEGAL RESERVE Under Luxembourg law, 5% of the net proﬁt of the year, net of any losses brought forward, must be allocated to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution and amounts to EUR 56.439 as at 31 December 2024. During the year, the Company has not acquired/ sold any own shares. CAPITAL RESERVES The capital reserve consists entirely of share premium and amounted to kEUR 111,204 as at 31 December 2024 (2023: kEUR 111,204). There were no changes in 2024. RETAINED EARNINGS Retained earnings comprise accumulated losses from prior years as well as the loss incurred in the current ﬁnancial year. 100 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 16. FINANCIAL LIABILITIES BY CATEGORY The fair values and carrying amounts of the Group’s ﬁnancial liabilities as at 31 December 2024 and 31 December 2023 are presented in the table below. Non-current Current 31/12/2024 Carrying Carrying Grand (in EUR 1,000) Amount Fair Value Total Amount Fair Value Total total Debts with credit institutions 0 0 0 113 0 113 113 Trade and other payables 0 0 0 12,906 0 12,906 12,906 Shareholder loans 33,801 0 33,801 3,008 0 3,008 36,809 Total financial liabilities 33,801 0 33,801 16,027 0 16,027 49,828 Non-current Current 31/12/2023 Carrying Carrying Grand (in EUR 1,000) Amount Fair Value Total Amount Fair Value Total total Debts with credit institutions 0 0 0 163 0 163 163 Trade and other payables 0 0 0 5,176 0 5,176 5,176 Shareholder loans 33,109 0 33,109 10,448 0 10,448 43,557 Total financial liabilities 33,109 0 33,109 15,787 0 15,787 48,896 The classiﬁcation of ﬁnancial liabilities as of 31 December 2024 reﬂects the Group’s exposure pri-marily to liabilities arising from loans and accruedinterest from related parties. The total amount of ﬁnancial liabilities increased to kEUR 49,828 (31 December 2023: kEUR 48,896), mainly due to an increase in trade and other payables and newly recognized current portions of ﬁnancial liabilities. Non-current ﬁnancial liabilities as of 31 Decem- ber 2024 amounted to kEUR 33,801 (2023: kEUR 33,109) and relate entirely to loans from related parties, as further detailed in Note 32. The cor- responding current portion of ﬁnancial liabilities totals kEUR 3,008 (2023: kEUR 10,448), while trade and other payables increased to kEUR 12,906 (2023: kEUR 5,176), reﬂecting higher year- end obligations. The carrying amounts of current liabilities approxi- mate their fair values. Financial liabilities include accumulated unpaid interest of kEUR 1,438 as of 31 December 2024 (2023: kEUR 1,337). . 101 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 17. LEASE LIABILITIES The Group’s other non-current liabilities mainly consist of lease liabilities. As of 31 December 2024, the non-current portion of lease liabilities amounted to kEUR 230 (2023: kEUR 340), while the current portion amounted to kEUR 348 (2023: kEUR 528). The decrease in total lease liabilities to kEUR 577 as of 31 December 2024 (2023: kEUR 868) primarily reﬂects regular lease payments made during the year and the absence of signiﬁcant new lease contracts. (in EUR 1,000) 31/12/2024 31/12/2023 Lease liabilities non-current 230 340 Lease liabilities current 348 528 Total 578 868 The table below summarizes the maturity of the lease liabilities as of 31 December 2024 and 31 December 2023, respectively: 31/12/2023 (in EUR 1,000) Less than 1year Between 1 to 5 Over 5 years Total years lease liabilities 528 340 0 868 31/12/2024 (in EUR 1,000) Less than 1year Between 1 to 5 Over 5 years Total years lease liabilities 348 230 0 578 In the ﬁnancial year 2024, the rental and leasing expenses for short term (up to 12 month) are kEUR 10 (2023: kEUR 18). 102 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 18. PROVISIONS As at 31 December 2024, total provisions amounted to kEUR 9,440 (2023: kEUR 10,949). The composition is presented below. (in EUR 1,000) 31/12/2024 31/12/2023 Provision for outstanding supplier invoices 6,308 8,009 Provision for outstanding other invoices 0 1,000 Tax provisions 1,020 629 Provisions with personnel 1,016 538 Provisions for legal disputes 125 390 Other provisions 971 383 Total Provisions 9,440 10,949 The increase in personnel-related provisions to kEUR 1,016 as of 31 December 2024 (2023: kEUR 538) mainly results from the increase in provisions for management bonuses. 103 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Movement of provisions during the year ended 31 December 2024 is as follows: Provision for out- Provision Other standing for outstan- provisions Provisions supplier ding other Tax with for legal Other (IN EUR 1,000) invoices invoices provisions personnel disputes provisions Total As at 31 December 2023 8,009 1,000 628 538 390 383 10,948 Charges 5,999 0 1,020 1,212 125 850 9,206 Reversals 0 0 0 (372) (260) (281) (913) Use (7,700) (1,000) (628) (451) (130) (196) (10,105) Change in consolidation scope 0 0 0 0 0 (43) (43) other changes 0 0 0 89 0 258 347 Balance at 31 December 2024 6,308 0 1,020 1,016 125 971 9,440 Movements in provisions during the year ended 31 December 2023 were as follows: Provision Other for provisions outstanding Other provisions for legal Other (IN EUR 1,000) invoices Tax provisions with personnel disputes provisions Total As at 31 December 2022 0 297 43 690 149 1,179 Charges 9,009 628 638 225 383 10,784 Reversals 0 0 0 (25) 0 (25) Use 0 (297) (43) (500) (149) (989) Balance at 31 December 2023 9,009 628 528 390 383 10,949 The increase in personnel-related provisions to kEUR 1,016 (2023: kEUR 538) mainly results from newly recognised management bonus provisions, including kEUR 390 for performance- based entitlements. The decrease in total provisions reﬂects the utilisation and reversal of previously recognised items, particularly in the categories of outstanding invoices and legal disputes. 104 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 19. TRADE PAYABLES (in EUR 1,000) 31/12/2024 31/12/2023 Trade payables 12,906 5,176 Total 12,906 5,176 The increase in trade payables is primarily attrib- utable to project-related outstanding payables to a single creditor, amounting to kEUR 8,905 as at the reporting date. 105 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 20. CONTRACT LIABILITIES (in EUR 1,000) 31/12/2024 31/12/2023 Contract liabilities 233 1,284 Total 233 1,284 Contract liabilities arise primarily from advance payments made by customers for product deliver- ies and are predominantly recognized as revenue within one year. 106 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 21. FINANCIAL RISK MANAGEMENT FINANCIAL RISK FACTORS MARKET RISK As part of the ﬁnancing of its projects and business streams, H2APEX uses a leverage effectto limit its equity capital contribution. If a project company, or its holding company, were to fail to meet its payment obligations under its ﬁnancing agreements or fail to comply with certain minimum debt service coverage ratios, such default could render the project debt immediatelydue. In the absence of a waiver or a restructuring agreement on the part of the lenders, the lenders may be entitled to seize the assets or securities pledged as collateral (including H2APEX’s interest in the subsidiary that holds the facility). H2APEX’s business and growth plan require signiﬁcant ﬁnancing and reﬁnancing through the use of equity and external debt. H2APEX will have to invest signiﬁcantly in connection with the awarded contracts. The ability to raise additional funds will depend on ﬁnancial and economic conditions, as well as other factors, which may bebeyond H2APEX’s control. Cash requirements have so far been assured through tools such as shareholder loans and guarantees, bank borrowing, capital increases, issuance of bonds and conditional grants, and advances. With regard to short-term debt ﬁnancing, H2APEX is exposed to the risk of changes in interest rates in the event of a renewedshort-term and long-term ﬁnancing, which could increase its ﬁnancing cost and, under certain circumstances, lead to a reduction of its return on capital. It cannot be ruled out that credit institutions may in general limit their willingness to grant H2APEX such short-term ﬁnancing due to several different developments. Furthermore, equity raisings by H2APEX, such as the issue of new shares to shareholders and new investors may not be successful or feasible on favorable terms. Lack of ability to obtain sufﬁcient funding in the future could have a material adverse effect on H2APEX’s growth opportunities, business and ﬁnancial condition and could, in the future, result in insolvency or liquidation of H2APEX. In the EU, and particularly in Germany, several projects support the decarbonization through green hydrogen. In Germany, for example, green hydrogen ﬂagship projects are supported with a EUR 700 million funding volume, being the largest funding initiative ever provided by the German Federal Ministry of Education and Research (Source: BMBF, National Projects). On EU level, important projects of common European interest (“IPCEI“) are promoted, including several green hydrogen projects. In the context of the hydrogen hub “doing hydrogen”, an initiative which seeks to connect different hydrogen projects throughout Germany to form a hub linking production, transport, storage and consumption of hydrogen, H2APEX has been granted for IPCEI funding in an amount of EUR 166 million. H2APEX competitors could also beneﬁt from public funding. This could dilute the H2APEX competitive position, business, and prospects.As H2APEX has granted public funding, such funding may be signiﬁcantly delayed and, as a result, H2APEX may have to bear signiﬁcant costs when they occur before receiving any public funds. Further, the granting of public funding may be conditional and require compliance with certain obligations, and it may also restrict H2APEX in the use of funds. In case H2APEX does not comply with such conditions, it may have to return granted fundings, in part or in whole. 107 . In the past, H2APEX has received subsidies in the form of funding for personnel expenses for the development of a chemical hydrogen storage solution and has applied for further public funds. Applications are reviewed on a case-by-case basis by the authorities to determine the feasibilityof the underlying project. Aids or grants are the subject of a contract between H2APEX and the public entity and are systematically subject to objective criteria, such as the relevance of the project throughout the contract concluded or compliance with certain elements of proﬁtability. If H2APEX were to accept a refusal in its request for aid, this could also call into question the viability of a project and lead to its abandonment. Moreover, existing public policies could be changed or even reversed, due to a law or a regu- latory or administrative regulation which seeks to favor certain traditional sources of energy or alternative renewable energy sources or because of budget constraints entailing a reduction in pub-lic funds available for the implementation of such policies which support decarbonized solutions, including green hydrogen In addition, the Group is exposed to macroeco- nomic risks and price volatility, particularly in the context of increasing costs for key materi- als, construction services, and energy-related components required for the development of hydrogen infrastructure. These risks are further intensiﬁed by ongoing geopolitical uncertainties and potential changes to regulatory frameworks or public funding policies. To manage these risks, the Group applies proactive procurement strate- gies, regularly reassesses project economics, and maintains close dialogue with suppliers and fund- ing bodies to ensure ﬂexibility and cost control. CREDIT RISK Credit risks exist regarding ﬁnancial institutions and customers. The credit risk with respect to ﬁnancial institutions predominantly arises from liquid funds. In order to minimize a possible risk of default, ﬁnancial instruments are mainly entered into with counterparties with prime credit ratings. The credit risk with respect to customers consists of granting terms of credit and the associated risk of default. Credit risk is managed on a group- wide basis. Credit risks arise from cash and cash equivalents, and deposits with banks and ﬁnancial institutions. Credit exposures to customers, including outstanding receivables and committed transactions, are managed by the individual group companies. The monitoring of the credit risks is supported by an internal monthly reporting. To manage credit risk, the Group applies standardized credit assessment procedures, sets internal exposure limits, and regularly reviews the creditworthiness of counterparties. Risk concentrations are continuously monitored and mitigated through diversiﬁcation of counterparties, geographic regions, and industries. In addition, insurance instruments and collateral arrangements are used where appropriate. H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 108 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The tables below show the ageing analysis of ﬁnancial assets as at 31 December 2024: More than 3 months and Between 6 31/12/2024 Less than 3 less than 6 months and More than 1 (IN EUR 1,000) months months less than 1 year year Total Trade and other receivables 2,213 0 0 0 2,213 Contract assets 17.409 0 0 0 17.409 Other current ﬁnancial assets 575 0 0 0 575 Cash and cash equivalents 16,074 0 0 0 16,074 Total assets 36.271 0 0 0 36.271 Trade and other receivables consist of about 20 debtors, while the biggest debtor amounts to kEUR 703. The tables below show the ageing analysis of ﬁnancial assets as at 31 December 2023: More than 3 months and Between 6 31/12/2023 Less than 3 less than 6 months and More than 1 (IN EUR 1,000) months months less than 1 year year Total Trade and other receivables 838 3,830 972 0 5,640 Other current ﬁnancial assets 554 0 0 0 554 Cash and cash equivalents 44,466 0 0 0 44,466 Total assets 45,858 3,830 972 0 50,660 LIQUIDITY RISK Liquidity risk arises from the Group’s manage- ment of working capital and the ﬁnance charges and principal repayments on its debt instru- ments. It represents the risk that the group will encounter difﬁcultly in meeting its ﬁnancial obligation as they are fall due. The monitoring of the Liquidity risks is supported by an internal monthly reporting. 109 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The table below provides a maturity of the Group’s non-derivative third party ﬁnancial liabilities as at 31 December 2024 and 2023. The amounts disclosed in the table are the contracted undis- counted cash ﬂows. 31/12/2024 Between 1 to 5 (IN EUR 1,000) Less than 1 year years Over 5 years Total Debt with credit institutions 113 0 0 113 Trade and other payables 12,906 0 0 12,906 Shareholder loans 3,008 7,500 26,301 36,809 Total liabilities 16,027 7,500 26,301 49,828 31/12/2023 Between 1 to 5 (IN EUR 1,000) Less than 1 year years Over 5 years Total Debt with credit institutions 163 0 0 163 Trade and other payables 5,176 0 0 5,176 Contract liabilities 1.284 0 0 1.284 Trade and other liabilities 1.481 0 0 1.481 Other ﬁnancial liabilities 10,448 7,500 25,609 43,557 Total liabilities 18.552 7,500 25,609 51.661 The Board of Managers of the General Partner assesses and monitors cash ﬂows of the Group to ensure the Group has sufﬁcient cash on demand to meet expected normal operational expenses, including the servicing of ﬁnancial obligations. Interest rate risk The group currently has no interest rate risk. The debt owed to credit institution was fully paid in February 2024. Currently all the borrowing are agreed at ﬁxed interest rate over the entire term. In general, interest rate risk could arising from if future long term borrowings interests would ﬂuctuate because of changes in market interest rates. Foreign exchange risk The Group companies operate mostly in Euro (EUR). In general, foreign currencies are only kept if future payments are expected to be made in a particular currency. The Group is exposed to foreign exchange risks especially with regards to CHF/EUR and USD/EUR based on bank deposits or intercompany loans in foreign currency. 110 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 22. OTHER FINANCIAL OBLIGATIONS/COMMITMENTS AND CONTINGENCIES LETTER OF GUARANTEE In connection with the sale of its former subsidiary exceet Secure Solutions GmbH in 2021, the Company issued an independent guarantee to the purchaser. Under the terms of the share purchase agreement, the Company guarantees the fulﬁlment of all payment claims the purchaser may assert against the seller (exceet Group AG, an indirect subsidiary at the time of sale), up to a maximum amount of EUR 4,912,409, in cases where the seller fails to settle such claims were due. The guarantee remains valid for a period of seven years following the closing date of the transaction, which was 30 April 2021, and will therefore expire on 30 April 2028. In addition to the letter of guarantee described above, the Group has entered into several non- cancellable rental and lease agreements for ofﬁce premises and technical equipment. These contracts typically have terms ranging from 3 to 15 years and result in ﬁxed payment obligations over the duration of the agreements. A detailed overview of lease liabilities is presented in Note 7 (IFRS 16 Disclosures). 111 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 23. OTHER CURRENT LIABILITIES As at 31 December 2024, other current liabili- ties amounted to kEUR 671 (2023: kEUR 1,481). These include: (in EUR 1,000) 31/12/2024 31/12/2023 Tax liabilities other than income taxes 3 897 Deposits received 388 384 Social security, wages and salaries 256 168 Other liabilities 24 32 Total other current liabilities 671 1,481 112 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 24. REVENUE Details of revenues by category of activity are as follows: (in EUR 1,000) 2024 2023 Revenue from project development - Over time 28,903 14,819 Revenue from own operations - Point of time 663 478 Total revenue 29,566 15,297 Revenue for the year ended 31 December 2024 amounted to kEUR 29,566 (2023: kEUR 15,297) and was primarily generated from project de- velopment activities, which are recognized over time, and from operational revenues, recognized at a point in time. The signiﬁcant increase in revenue from project development reﬂects continued progress on several ongoing projects, including new project phases initiated in the reporting year In accordance with IFRS 15, the following table provides an overview of the contract assets and contract liabilities arising from customer contracts as at the respective reporting dates: CONTRACT BALANCES (in EUR 1,000) 31/12/2024 31/12/2023 Trade receivables (Note 13) 2,213 5,641 Contract assets (Note 12) 17,409 5,941 Contract liabilities (Note20) 233 1,284 The amount of kEUR 1,284 included in contract liabilities as of 31 December 2023 has been recognized as revenue in 2024 (2023: kEUR 0). There is no revenue recognized in 2024 from performance obligations satisﬁed (or partially satisﬁed) in previous periods eg. due to changes in the estimate of the stage of completion (2023: kEUR 0). 113 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 25. COSTS OF MATERIAL Details of material costs by category of activity are as follows: (in EUR 1,000) 2024 2023 Material and external services 24,673 12,410 Personnel costs for projects 3,285 1,270 Other supplies 596 3 Other costs 693 0 Total material costs 29,247 13,683 Total material costs for the year ended 31 December 2024 amounted to kEUR 29,247 (2023: kEUR 13,683). These primarily include expenses for materials and external services, personnel costs allocated to project work, other supplies and project-related third-party costs. The signiﬁcant increase in material costs in 2024 correlates with the overall development of the Group’s sales during the ﬁnancial year. 114 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 26. EMPLOYEE BENEFITS EXPENSES Details of material costs by category of activity are as follows: (in EUR 1,000) 2024 2023 Wages and salaries 10,256 6,679 Other social charges and taxes 1,909 1,155 Stock Option Program 2024 (27) 316 Other employee welfareexpenses 56 9 Personnel costs for projects (3,248) (1,270) Total personnel costs 8,946 6,889 Personnel expenses for the year ended 31 December 2024 amounted to kEUR 8,946 (2023: kEUR 6,889) and include wages and salaries, social security contributions, and other employee-related expenses. The negative amount of kEUR 27 in relation to the Stock Option Program 2024 reﬂects a reversal of previously recognised expenses. Personnel expenses also include capitalised staff costs related to internal project development in the amount of kEUR 3,248 (2023: kEUR 1,270). The average number of employees of the Group for the year ended 31 December 2024 was 113 (2023: 81). 115 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 27. OTHER OPERATING EXPENSES Details of other operating expenses are as follows: (in EUR 1,000) 2024 2023 Legal and consulting fees 3,522 4,516 Research costs 863 1,967 Supervisory board fees 398 1,933 Bank and otherfees 805 939 Marketing costs 797 860 Building and premises costs 642 817 Costs for settlement agreement 0 643 Repairs and maintenance 860 582 Insurance premiums 222 150 Car costs 362 0 Ofﬁce expenses 362 0 Travel expenses 236 0 Other costs 150 325 Total other operating expenses 9,219 12,732 Other operating expenses for the year ended 31 December 2024 amounted to kEUR 9,219 (2023: kEUR 12,732). These primarily relate to legal and consulting fees, research and develop- ment costs, supervisory board fees, and bank and other service charges. Additionally, the total includes expenditures for building-related costs, marketing, insurance premiums, repairs and maintenance, and various administrative and operational expenses. The fees for the audit of the annual accounts and the consolidated ﬁnancial statements for the ﬁnancial year 2024 amounted to kEUR 267 (2023: kEUR 200), while fees for assurance-related services amounted to kEUR 31 (2023: kEUR 31). 116 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 28. FINANCIAL INCOME Details of ﬁnancial income are as follows: (in EUR 1,000) 2024 2023 Interest bank accounts 111 345 FX gains 0 80 Other ﬁnancial income 29 254 Total ﬁnancial income 140 679 Financial income for the year ended 31 December 2024 amounted to kEUR 140 (2023: kEUR 679) and mainly includes interest income from bank balances and other ﬁnancial income. No foreign exchange gains were recognised in the reporting year. 117 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 29. FINANCIAL EXPENSES (in EUR 1,000) 2024 2023 FX losses 33 109 Interest on amount owed to credit institutions 180 79 Interest on other ﬁnancial liabilities 1,233 2,160 Other ﬁnancial charges 28 108 Total ﬁnance expenses 1,474 2,456 Financial expenses for the year ended 31 De- cember 2024 amounted to kEUR 1,474 (2023: kEUR 2,456). They primarily relate to interest expenses on ﬁnancial liabilities and credit facili- ties, foreign exchange losses as well as other ﬁnancing-related charges. Included in this amount are interest expenses from lease liabilities in accordance with IFRS 16 in the amount of kEUR 43 (2023: kEUR 33). 118 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 30. RECONCILIATION OF FINANCIAL LIABILITIES FROM FINANCING ACTIVITIES The following table presents the changes in ﬁnancial liabilities classiﬁed under ﬁnancing activities, excluding items reported under equity, for the years ended 31 December 2024 and 2023, as reﬂected in the consolidated cash ﬂow statement. Issue incl. conversion (IN EUR 1,000) 31/12/2023 Interests into equity Payments 31/12/2024 Contract liabilites and capital grants 43,557 0 0 (7,440) 36,117 Bank borrowings 163 0 0 (44) 119 Total 43,720 0 0 (7,484) 36,236 Issue incl. conversion (IN EUR 1,000) 31/12/2022 Interests into equity Payments 31/12/2023 Bonds 9,131 534 0 (9,665) 0 Contract liabilites and capital grants 47,538 0 0 (3,981) 43,557 Bank borrowings 1,798 0 0 (1,635) 163 Total 58,468 534 0 (15,282) 43,721 119 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 31.RELATED PARTIES Ultimate controlling parties and related-parties transactions As of 31 December 2024 H2APEX has not been informed by any shareholder, that a shareholder has interests of more than 50% in the parent company. H2APEX Group S.C.A. is managed by H2APEX Management S.à r.l. (hereafter the “General Partner”), a limited liability company under the law of Luxembourg (Société à respon-sabilité limitée (S.à r.l.)), the shares in which are held indirectly by the founders of the Active Ownership Group (AOC) Florian Schuhbauer und Klaus Röhrig (50% each). RELATED PERSONS Supervisory Board H2APEX Group SCA (as from 23 January 2020) Due to the change of the legal form of the Com- pany to a partnership limited by shares (société en commandite par actions (SCA)) under the laws of the Grand Duchy of Luxembourg (the “Change of the Legal Form”), the extraordinary general meeting of 23 January 2020 appointed a supervisory board (the “Supervisory Board”). The current composition of the Supervisory Board of the Company is as follows: • Roland Lienau (Chairman) • Georges Bock (Chairman of the audit committee) • Florian Schuhbauer (as from 2 May 2023) • Thomas Terschluse (as from 2 May 2023) • Prof. Dr. Heinz Jörg Fuhrmann (as from 18 January 2024) • Markus Lesser (as from 24 February 2025) Prof. Dr. Matthias Beller resigned from his man- date as member of the Supervisory Board with effect as of 3 December 2024. RELATED ENTITIES Information on the shares in subsidiaries can be found in Note 2. MEMBERS OF THE MANAGEMENT BOARD As a result of the change in legal form, the extraordinary general meeting held on 23 January 2020 approved the creation and issuance of one unlimited share to the Company’s general partner, H2APEX Management S.à r.l. The current managing directors of H2APEX Management S.à r.l. are Klaus Röhrig and Jan Klopp. Bastian Bubel resigned from his position as managing director of the general partner with effect from 1 April 2024. As of 31 December 2024, receivables from shareholders include a claim against Endurance Fund Ltd. in connection with capital gains taxes paid on its behalf by the Group in 2021. The receivable is non-interest-bearing and is intended to be settled by offsetting against the outstanding shareholder loan from Endurance Fund Ltd. at maturity. 120 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS Details of account balances with related parties by category are as follows: (in EUR 1,000) 31/12/2024 31/12/2023 Assets Receivables from shareholders 506 506 Total 506 506 (in EUR 1,000) 31/12/2024 31/12/2023 Liabilities Loans and accrued interests on shareholder loans 33,801 33,109 Total 33,801 33,109 The following are income and expense items with related parties: (in EUR 1,000) 2024 2023 Expense Interest on loans from shareholders 1,129 1,128 Total 1,129 1,128 121 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS MANAGEMENT AT THE LEVEL OF THE COMPANY The Company did not grant any emolument, loans or advances to members of its management during the year ended. Transactions other than ordinary business or under terms differing from market conditions carried out by the management of the company. During the year, the managers of the Company have not carried out any transactions other than ordinary business or applied terms that differ from market conditions with the Company or with other companies in the Group. CONFLICTS OF INTEREST CONCERNING THE MANAGEMENT The managers of the Company and their related parties have had no conﬂicts of interest requir- ing disclosure. CONTINGENT LIABILITIES TOWARDS RELATED PARTIES There are no contingent liabilities towards related parties as of 2024 and 2023. 122 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 32 KEY MANAGEMENT PERSONNEL EXPENSES The Company is managed by H2APEX Manage- ment S.à r.l. (hereafter the “General Partner”), a limited company under the law of Luxembourg. For the ﬁnancial year 2024, an amount of kEUR 306.7 (2023: kEUR 303.1) has been recognized in the consolidated income statement for the remuneration of the Supervisory Board. The amount of kEUR 148 (2023: kEUR 180) has beenrecognized in the consolidated income state- ment as a management fee for the General Partner. Share-Based Payments At the Annual General Meeting 2023, the shareholders approved a Stock Option Program amounting to 3,640,000 shares of the Company, with each Stock Option corresponding to one share. In 2024, the General Partner amended the SOP 2023 according to the authorized regulations approved by the AGM 2023. The amendment lead to the following changes: • The period for vested Stock Options to be exercised is extended from one to ﬁve years after the Vesting Date to provide more ﬂexibility for Beneﬁciaries to exercise their options based on the Stock Price. • The Vesting Start Date for the options issued at the end of July 2023 will be moved forward to 1 June 2023 and therefore the Stock Options become exercisable earlier. • A mechanism to exercise options without cash payment (Cashless Exercise) to be introduced, subject to sufﬁcient capital reserves being available at such time and approval of the administrator. • To streamline the process of exercising the Stock Options and lessen the administrative burden, exercise of stock options to only be possible during the month following the annual general meeting (Exercise Window). The vesting is tied to the continued employment at the H2APEX Group over a period of four years following the Vesting Start Date (Vesting Period). During the Vesting Period, every full quarter of employment by the H2APEX Group, 1/16th of the stock options vest provided that the ﬁrst 1/4th of your stock options only vest after the ﬁrst year (Cliff). Under the SOP 2023, Stock Options were granted in 2023 and 2024 to the following groups of participants: i. members of the supervisory board of the Company; ii. members of the management of afﬁliated companies; and iii. key employees of afﬁliated companies 123 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The exercise price for each of the granted Stock Options shall be EUR 5.50. As of 31 December 2024, 2,694,375 Stock Options are outstanding under the following terms: • 1,000,000 Stock Options have been granted to the Chairman of the Supervisory Board and Lien Hold Co • 1,694,375 Stock Options have been granted to key employees. These Options shall be considered vested over a four-year period (1/16 for each full quarter). As consideration for Roland Lienau’s (Chairman of the Supervisory Board) contribution to the business combination between the Company and the German APEX-Group (in particular, the deal sourcing, relationship management, support of the key negotiations and your laborious assistance throughout the entire M&A process), 660,000 Stock Options were granted to Lien HoldCo (related party to Roland Lienau). The Exercise Price for each of these Stock Options shall be EUR 5.50. These Stock Options are fully vested as of the acceptance and must be exercised by 31 December 2027 (“Expiry Date”). In addition, as consideration for Roland Lienau’s continuing to hold the ofﬁce of chairman of the Supervisory Board, 340,000 Stock Options were granted to Lien HoldCo, too. The Exercise Price for each of these Stock Options shall be EUR 5.50. These Stock Options shall be considered fully vested on 31 December 2025 (accelerated vesting). The expenses recognized for stock option services during the year is kEUR 27 (2023: kEUR 1,946). 124 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS The following table illustrates the number and exercise prices of stock options granted, the movements in share options during the year: 2024 2024 2023 2023 (in EUR) Number excercise price Number excercise price Outstanding at 1 January 2,400,000 5.50 0 5.50 Granted during the year 450,000 5.50 2,400,000 5.50 Forfeited during the year 155,625 5.50 0 5.50 Exercised during the year 0 5.50 0 5.50 Expired during the year 0 5.50 0 5.50 Outstanding at 31 December 2,694,375 5.50 2,400,000 5.50 Exercisable at 31 December 660,000 5.50 660,000 5.50 The exercise prices for all outstanding stock options at the end of the year was EUR 5.50. The following table lists the inputs to the model used: 6th Tranche 5th Tranche 4th Tranche 3rd Tranche 2nd Tranche 1st Tranche 2024 2024 2024 2024 2024 2024 amended in amended in amended in amended in amended in amended in Model parameters 2024 2024 2024 2024 2024 2024 2023 Vorjahr Number of Options outstanding 100,000 50,000 100,000 300,000 340,000 1,804,375 2,200,000 Weighted average fair values at the 3.34 2.16 3.30 3.14 3.27 3.52 1.81 measurement date Dividend yield (%) 0% 0% 0% 0% 0% 0% 0% Expected volatility (%) 35% 35% 35% 35% 35% 35% 40% Risk-free interest rate (%) 2.35% 1.61% 2.30% 2.76% 2.51% 2.4% 3.29% Expected life options (years) 5 5 5 5 3 4 4 Share Proce Grant Date 6.23 4.60 5.90 5.90 6.45 6.45 6.65 Model used Binominal/ Binominal/ Binominal/ Binominal/ Binominal/ Binominal/ Binominal/ CRR CRR CRR CRR CRR CRR CRR weighted average remaining 4.01 3.82 3.82 3.52 1.00 2.33 2.66 contractual life The expected life of Stock Options is based on current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reﬂects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. 125 H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS 33. EVENTS AFTER THE REPORTING PERIOD On April 23, 2025, H2APEX Group SCA as borrower entered into a EUR 20,000,000 loan agreement with its shareholder Active Ownership Fund SICAV SIF SCS. The loan is unsecured and bears interest of 7% p.a. and has a term until 15 May 2026. The loan agreement includes the right of the lender to convert the loan amount (plus interest accrued) into shares of H2APEX at a conversion price of EUR 2.20 per share. Further, H2APEX agreed to pay Active Ownership Fund SICAV SIF SCS an arrangement fee equal to 3.00% of the loan amount. Furthermore, Endurance Fund Ltd., an investor in the Atlan Group which holds about 36.50% of H2APEX’s share capital, granted H2APEX a comfort letter for an additional EUR 15,000,000. Further, H2APEX agreed to pay Endurance Fund Ltd. an arrangement fee equal to 1.00% of the liability amount under the comfort letter. With notarial deed dated 31 March 2025, APEX Nova Holding GmbH, a 100% subsidiary of H2APEX Group SCA, acquired all shares of HH2E Lubmin Werk GmbH, Lubmin along with a strategically signiﬁcant hydrogen project at the Lubmin site. H2APEX consequently expands its industrial hydrogen business in Lubmin, Germany’s key location for the hydrogen industry and therefore strengthens its strategic focus on expanding the in-house hydrogen production. After Prof. Dr. Matthias Beller resigned from the Supervisory Board at the end of 2024 to focus more on research, the group announced in February 2025 that Markus Lesser will be a new member to the Supervisory Board of H2APEX Group SCA. There are no other subsequent events after 31 December 2024 to be reported. Tel. 352 45 123-1 1, Rue Jean Piret www.bdo.lu Boîte postale 351 L-2013 Luxembourg REPORT OF THE REVISEUR D’ENTREPRISES AGREE To the Shareholders of H2APEX Group SCA 19, rue de Flaxweiler L - 6776 Grevenmacher Report on the audit of the consolidated financial statements Opinion We have audited the consolidated financial statements of H2APEX Group SCA (until 18 January 2024 “exceet Group SCA”) and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flow for the year then ended, and notes to the consolidated financial statements, including material accounting policy information and other explanatory information. In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union. Basis for opinion We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for the audit of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. Assessment of the Going Concern Assumption a) Why the matter was considered to be one of most significant in the audit? As disclosed in Note 2b to the consolidated financial statements, these consolidated financial statements have been prepared on a going concern basis. The Group is active in the evolving hydrogen production and distribution industry. H2APEX Group SCA assessed its future free cash position which could become negative during the second half of 2025, with a projected low point of approximately EUR (19.7) million in April 2026. Management’s going concern assessment is based on binding financial support measures consisting of a convertible shareholder loan of EUR 20 million and a EUR 15 million comfort letter from its shareholders which support going concern assessment over the next 12 months. The availability of sufficient funding and the testing of whether the Group will be able to continue meeting its obligations are important for the going concern assumption and, as such, are significant aspects of our audit. This assessment is largely based on the expectations of and the estimates made by management. The expectations can be influenced by subjective elements such as estimated cash flows, forecasted results and margins from operations. Estimates are based on assumptions, including expectations regarding future developments in the economy and the market. Although management has concluded that there is no material uncertainty related to going concern, this assessment required significant judgment, particularly in relation to the assumptions underlying future revenue growth, cost control, and access to funding. Given the nature of the Group as an early-stage ramp-up and the level of estimation and judgment involved, we considered this area to be a key audit matter. b) How the matter was addressed in the audit? Our audit procedures in relation to management’s going concern assessment as disclosed in Note 2b of the consolidated financial statements included, but were not limited to: • Evaluating the process undertaken by management to assess the appropriateness of the going concern basis of accounting. • Assessing the reasonableness of management’s cash flow forecasts, including key assumptions such as revenue growth, burn rate, and the timing and likelihood of securing additional funding. • Performing a sensitivity analysis on key assumptions to evaluate the Group’s ability to remain solvent under different scenarios. • Reviewing supporting documentation related to committed or anticipated sources of funding, including investor term sheets or financing agreements. • Evaluating the adequacy of the disclosures made in the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. Other information The General Partner is responsible for the other information. The other information comprises the information included in the consolidated management report and the Corporate Governance Statement but does not include the consolidated financial statements and our report of “réviseur d’entreprises agréé” thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. Responsibilities of the General Partner and Those Charged with Governance for the consolidated financial statements The General Partner is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as the General Partner determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The General Partner is responsible for presenting the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). In preparing the consolidated financial statements, the General Partner is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the General Partner either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated financial statements The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. Our responsibility is to assess whether the consolidated financial statements have been prepared in all material respects with the requirements laid down in the ESEF Regulation. As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the General Partner. • Conclude on the appropriateness of General Partner’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of “réviseur d’entreprises agréé” to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of “réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate 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 control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. Report on Other Legal and Regulatory Requirements We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 13 June 2024 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is three years. The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the consolidated management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements. We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and that we remained independent of the Group in conducting the audit. We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements. For the Group it relates to: • Consolidated financial statements prepared in a valid xHTML format; • The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on markups specified in in the ESEF Regulation. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. In our opinion, the consolidated financial statements of H2APEX Group SCA as at 31 December 2024, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Luxembourg, 12 May 2025 BDO Audit Cabinet de révision agréé represented by electronically signed by : Anke Schelling BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

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