Annual Report 2023

one global partner stronger together

KEY FIGURES

RESULTS OF OPERATIONS

in kEUR		Q1-Q4/ 2023 Q1-Q4/ 2022	Change absolut	Change in %
Sales	2,106,170	1,565,089	541,081	34.6
Gross profit	412,759	259,550	153,209	59.0
Gross profit margin in %	19.6%	16.6%
Adjusted gross profit	425,518	266,800	158,718	59.5
Adjusted gross profit margin in %	20.2%	17.0%
EBITDA	248,659	151,487	97,172	64.1
EBITDA margin in %	11.8%	9.7%
Adjusted EBITDA	264,127	162,695	101,432	62.3
Adjusted EBITDA margin in %	12.5%	10.4%
EBIT	163,815	101,491	62,324	61.4
EBIT margin in %	7.8%	6.5%
Adjusted EBIT	202,051	124,601	77,450	62.2
Adjusted EBIT margin in %	9.6%	8.0%
Result for the period without non-controlling interests	79,933	61,081	18,852	30.9
Adjusted result for the period without
non-controlling interests	118,486	82,489	35,997	43.6
Basic earnings per share in EUR	1.76	1.35	0.41	30.4
Diluted earnings per share	2.61	1.82	0.79	43.4

FINANCIAL POSITION

in kEUR		Q1-Q4/ 2023 Q1-Q4/ 2022	Change absolut	Change in %

Net cash flow from operating activities	202,726	153,392	49,334	32.2%
Net cash flow from investing activities (property,
plant and equipment/intangible assets)	–60,005	–33,358	–26,647	79.2%
Operating free cash flow	142,721	120,034	22,687	18.9%
Net cash flow from investing
activities (acquisition of subsidiaries)	42,579	–289,650	332,229
Total free cash flow	185,300	–169,616	354,916

YIELD
in %
		Q1-Q4/ 2023 Q1-Q4/ 2022
Return on capital employed (ROCE)	20.8%	12.9%

EMPLOYEES

	12/31/2023	12/31/2022	Change absolut	Change in %
Employees at the balance sheet date	5,927	3,768	2,159	57.3%

NET ASSETS (EQUITY + LIABILITIES)

in kEUR			Change	Change
	12/31/2023	12/31/2022	absolut	in %
Balance sheet total	1,651,739	1,498,423	153,316	10.2%
Equity	475,969	441,354	34,615	7.8%
Equity ratio in %	28.8%	29.5%
Non-current and current liabilities	1,175,770	1,057,069	118,701	11.2%

All figures shown are rounded. Minor discrepancies may arise from additions of these amounts.

Employees at the reporting date = Active employees and temporary workers.

Portrait
SAF-HOLLAND worldwide
Management Board
To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Additional Information

PORTRAIT

SAF-HOLLAND SE is a leading international manufacturer of chassis-related assemblies and components for trailers, trucks and buses. With its around 6,000 dedicated employees worldwide, the company generated sales of EUR 2.11 billion in 2023.

The product range includes axle and suspension systems for trailers as well as fifth wheels and coupling systems for trucks, trailers and semi-trailers as well as brake and EBS systems. In addition, SAF-HOLLAND also develops innovative products to increase the efficiency, safety and environmental friendliness of commercial vehicles. With the brands SAF, Holland, Haldex, V.Orlandi, Neway, KLL and York, the Group achieved strong market positions in the top three positions in the most important regions worldwide in 2023.

SAF-HOLLAND supplies manufacturers in the original equipment market on six continents. In the aftermarket business, the company supplies spare parts to manufacturers' service networks and wholesalers as well as to end customers and service centers via an extensive global distribution network.

SAF-HOLLAND WORLDWIDE

PRODUCTION LOCATIONS

MANAGEMENT BOARD

Alexander Geis

Chairman of the Management Board and Chief Executive Officer

Frank Lorenz-Dietz

Member of the Management Board and Chief Financial Officer

8 Letter from the Chairman of the Management Board
11 Report of the Supervisory Board
20 SAF-HOLLAND on the Capital Market

LETTER FROM THE CHAIRMAN OF THE MANAGEMENT BOARD

Additional Information

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Alexander Geis Chairman of the Management Board

DEAR SHAREHOLDERS,

2023 was an impressive and successful year for SAF-HOLLAND. Never before in the company's history have we achieved higher Group sales. And never before have we operated more profitably.

At the same time, the ongoing geopolitical and macroeconomic developments also presented us with challenges: the war in Ukraine, the conflicts in the Middle East and persistently high inflation as well as the monetary policy countermeasures introduced characterized the course of the fiscal year.

Nevertheless, the SAF-HOLLAND Group was able to prove itself in this challenging business environment. Our end markets, par�cularly in the trailer and truck segments, developed significantly beter than expected at the beginning of the year. Accordingly, we saw ourselves confronted with high demand and were able to increase our sales to EUR 2,106.2 million or by 34.6% compared to the previous year, also thanks to further market share gains. This equates to organic growth of 11.4%. We were therefore able to adjust our forecast for fiscal year 2023 that we set at the beginning of the year more than once based on a good opera�ng performance and ul�mately confirmed our outlook from October 2023.

The record level achieved was significantly influenced by all three regions in the Group. Adjusted for non-recurring effects, earnings before interest and taxes reached EUR 202.1 million compared to EUR 124.6 million in the previous year, significantly increasing our profitability to 9.6% (previous year: 8.0%). This posi�ve business development was also reflected in the Group's profit for the period of EUR 80.5 million, an increase of 31.5 % compared to the previous year.

In accordance with our dividend policy of distribu�ng 40 – 50% of the available net earnings, the Management Board and Supervisory Board will propose to the Annual General Mee�ng on June 11, 2024, that EUR 0.85 per share be distributed. Based on the closing price of our share at the end of December 2023, this would be an atrac�ve yield of 5.6%.

Accordingly, the year went very satisfactorily, although we fell victim to a cyberattack at the end of March. Thanks to the already high quality of our IT security systems, we were able to protect the company from severe damage. In doing so, we pursued two main goals – transparent communication with our customers and the fastest possible resumption of systems. We managed to rectify the interruption to production at several of the Group's production sites within a short period of time. We had already compensated for most of the resulting loss of sales in the second quarter.

By con�nuously improving our cash flow, in par�cular by focusing strongly on net working capital management, we were able to fall well short of our target leverage ra�o of below 2.0x (ra�o of net financial debt to EBITDA) by the end of 2024, at 1.8 already by the end of fiscal year 2023.

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Additional Information

Stronger Together – Greater resilience thanks to the integra�on of Haldex

From a strategic perspec�ve, 2023 was characterized by the acquisi�on and integra�on of Haldex, a leading manufacturer of innova�ve braking systems for the commercial vehicle industry. As a result, the SAF-HOLLAND Group has become a broad-based systems provider whose products complement each other perfectly in terms of technology. In line with the moto "Stronger together," we now combine mechanics with electronics and sensor technology and want to con�nue to drive the commercial vehicle industry forward as a strong unit in the future.

However, the acquisi�on has also enabled us to increase the resilience of our business model and, thanks to a greater share of the a�ermarket business, we are now beter protected against economic fluctua�ons. In order to leverage synergies as quickly as possible, we began internal prepara�ons for the integra�on at an early stage, which were quickly implemented over the course of 2023.

In addi�on to system and process integra�on, the focus of our post-merger ac�vi�es in the past fiscal year was on coordina�ng our joint market approach and, in par�cular, realizing the envisioned synergies. Today, I am proud to say that we have grown together as one company, successfully completed the integra�on and achieved the cost synergy targets of EUR 10 to 12 million for 2023 that were announced at the Capital Market Day. We will not stop here, however. In the medium term, we have set ourselves the goal of achieving a total of EUR 25 to 35 million in synergies by 2027.

Successful execu�on of Strategy 2025

In addition to integrating Haldex into the Group, we have consistently pursued our company strategy 2025. In order to be even closer to our customers in the Belgium, Netherlands and Luxembourg region, we took over our exclusive sales partner of many years, IMS Benelux. In India, we increased our production capacity even further at our new plant, which opened at the beginning of the year, in order to be able to meet the extremely high demand in the future. In the Americas region, we also want to continue to grow and achieve cost advantages with a new plant in Mexico, which was largely completed at the end of November. In addition, we now intend to use the Group's own disc brake technology to better meet the demand for safety and lightweight construction not only from our trailer customers but also from truck customers. We have already secured our first orders from prominent customers in the Americas and EMEA.

In order to con�nue to grow profitably in the future, we are implemen�ng targeted measures to further increase our opera�onal excellence. At the same �me, we are improving our company processes and standards in order to be a leader in corporate governance and compliance.

Sustainability a key element of the company philosophy

The SAF-HOLLAND Group has also con�nued to drive its ac�vi�es forward in the area of sustainability. Always with the goal of further reducing our emissions, being an atrac�ve employer and ensuring effec�ve corporate governance. Our efforts are paying off and have been recognized externally. For example, we were issued a "low risk" ra�ng by the sustainability agency Sustainaly�cs.

Letter from the Chairman of the Management Board

Report of the Supervisory Board

SAF-HOLLAND on the Capital Market

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Additional Information

Well prepared for 2024

As you can see, our Group is solidly posi�oned and will con�nue to follow the company philosophy of being the most valued supplier of best-in-class components, systems and services that ensure the success of our global fleet customers in 2024.

Even though current forecasts show that the markets of importance to us in EMEA and the Americas will decline slightly in 2024 compared to the previous year, we expect to outperform the market in terms of sales, measured by produc�on figures for trailers and trucks. Not least thanks to our resilient business model with a focus on cost op�miza�on and a solid share of the a�ermarket business, we intend to maintain profitability at an atrac�ve level.

Dear shareholders, I would like to thank you for your support and your trust in the company, its employees and management. We would be delighted if you would con�nue to accompany us on our journey.

Sincerely yours,

Alexander Geis

Chairman of the Management Board

REPORT OF THE SUPERVISORY BOARD

Dr. Mar�n Kleinschmit Chairman of the Supervisory Board

DEAR SHAREHOLDERS,

Fiscal year 2023 was characterized by economic success and the posi�ve comple�on of key milestones for the future posi�oning of the SAF-HOLLAND Group. First and foremost, the successful integra�on of the Swedish brake system specialist Haldex into the SAF-HOLLAND Group deserves men�on. The combined company achieved Group sales of EUR 2,106.2 million and an adjusted EBIT margin of 9.6% in fiscal year 2023, thus confirming the previously set forecast of Group sales as of October 18, 2023 of around EUR 2,100 million and an adjusted EBIT margin of around 9.5%. Strong organic growth in the APAC and Americas regions, the robust development of the EMEA region and the expansion of the a�ermarket business in par�cular contributed to this. Over the course of the year, the Management Board repeatedly raised the outlook for 2023 as a whole and, thanks to the Group's opera�onal strength, was able to significantly and above all sustainably improve profitability, opera�ng free cash flow and thus also the leverage ra�o, which had risen in the short term as a result of the Haldex acquisi�on.

The regular and intensive repor�ng by the Management Board on the ongoing Haldex integra�on was therefore an important part of our mee�ngs in this fiscal year. Following the approval of the Polish an�trust authori�es, the transac�on was closed and included in the SAF-HOLLAND Group's financial repor�ng with effect from February 22, 2023. The acquisi�on of all outstanding minority interests was also completed in March 2023. As the Supervisory Board, we were able to obtain a comprehensive picture of the integra�on, monitor it and ac�vely support the Management Board in this process. From the Supervisory Board's perspec�ve, the acquisi�on was an important milestone for the successful implementa�on of Strategy 2025 and has sustainably strengthened the future viability and atrac�veness of the SAF-HOLLAND Group.

Another focus in this fiscal year was on the further development of the Group's production footprint and the expansion of individual product areas. In addition to expansion of the capacities in India and Turkey, among other countries, the establishment of a new production site in Mexico should also be mentioned here. The focus here is on strengthening the global production network, efficiency and improving production costs as well as increasing the resilience and sustainability of the production landscape.

In the Supervisory Board, we con�nued to focus on sustainability in the environmental, social and governance (ESG) dimension. Investments in sustainability ac�vi�es were increased significantly and, as the Supervisory Board, we were able to approve investment projects such as the expansion of the use of renewable energies. We received regular reports on the progress made in this area: In addi�on to decarboniza�on, the focus was on the efficient use of resources as well as regulatory requirements, par�cularly from the Corporate Sustainability Repor�ng Direc�ve on sustainability repor�ng (CSRD Direc�ve), the Act on Corporate Due Diligence Obliga�ons in Supply Chains and the EU Taxonomy. The aspect of governance also plays an important role at SAF-HOLLAND, which is why we see our first place in the SDAX in the DVFA Governance Ranking as confirma�on of our con�nuous work in this area.

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report

Consolidated Financial Statements

Additional Information

In order to emphasize our focus on the long-term success of the company, the members of the Supervisory Board have made a voluntary commitment to invest 20% of their fixed remunera�on in SAF-HOLLAND SE shares each year un�l 100% of their fixed remunera�on has been reached.

SAF-HOLLAND was the vic�m of a cyberatack in March 2023. Regular repor�ng on the atack and, in par�cular, dealing with it as well as strengthening cyber security and global IT were and are therefore our focus. As the Supervisory Board, we closely followed how the Management Board and the organiza�on overcame this challenge.

Besides the plethora of topics over the course of the Supervisory Board year, we keep an eye on the further development of our work as a body and work con�nuously on increasing the effec�veness and efficiency of our ac�vi�es and on our contribu�on to monitoring and advising the Management Board. This year, we regularly reflected on the implementa�on of op�miza�ons from last year's self-assessment of the Supervisory Board and followed up on these. This year's Supervisory Board training was dedicated to Haldex at the Landskrona site in Sweden and focused in par�cular on the product por�olio, produc�on, product development and product quality. In addi�on, the members of the Supervisory Board atend further training courses on their own responsibility and are supported by the company.

We live in a �me of high vola�lity and mul�ple crises. The year 2023 was characterized by the ongoing war in Ukraine, conflicts in the Middle East, natural disasters and the fight against climate change. A globally ac�ve company cannot escape the mul�tude of uncertain�es. It therefore remains one of our key priori�es to constantly prepare the company for these new condi�ons in terms of its adaptability and resilience and to strengthen it in this environment.

COOPERATION BETWEEN THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

In the past fiscal year, the Supervisory Board of SAF-HOLLAND SE diligently and du�fully fulfilled its du�es in accordance with the law, the Ar�cles of Associa�on and the Rules of Procedure, con�nuously advised the Management Board on the management of the company and monitored its work on an ongoing basis. Coopera�on between the Supervisory Board and the Management Board was construc�ve, open and trus�ul at all �mes. The Management Board informed the Supervisory Board promptly, regularly and comprehensively about all significant events and developments at the company, both verbally and in wri�ng. The focus here was on business development, the company's situa�on and status reports on central Group programs and ini�a�ves. In addi�on, the Management Board and Supervisory Board closely coordinated the strategic direc�on of the SAF-HOLLAND Group. Market developments, research and development, as well as the financial situa�on and planning were discussed together. As the Supervisory Board, we also dealt intensively with a variety of sustainability issues and sustainability repor�ng at SAF-HOLLAND. In this context, the Supervisory Board discussed employee, social and environmental issues, respect for human rights and the fight against corrup�on and bribery in par�cular. Maters requiring approval were submited by the Management Board well in advance and approved by the Supervisory Board a�er review. We passed resolu�ons on maters to be decided between mee�ngs by way of circula�on on the basis of writen informa�on and telephone calls. In the repor�ng year, we made use of this procedure once in the Supervisory Board and once in the Audit Commitee. The Management Board also reported in wri�ng or in discussions between mee�ngs. In my role as Chairman of the Supervisory Board, I was in close and regular contact with the Chairman of the Management Board. Ingrid Jägering, as Chairwoman of the Audit Commitee, also regularly exchanged informa�on on current developments with the Chief Financial Officer, the auditor and selected central Group func�ons.

Members and mandates of the Supervisory Board

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board	Member	Born	Nationality	Member since	Elected until	Main activity	Other memberships in other bodies: (a) Mandates with listed companies (b) Mandates with non-listed companies (c) Mandates with Group companies
SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report Consolidated Financial Statements	Dr. Martin Kleinschmitt	1960	German	07/2020	Annual General Meeting 2024	Partner Noerr Partnerschafts gesellschaft mbB Management Board Noerr Consulting AG	(a) GRAMMER AG (since 05/2022) - Chairman of the Supervisory Board b) G&H Bankensoftware AG (since 2017) - Chairman of the Supervisory Board (c) SAF-HOLLAND GmbH (since 04/2014) - Chairman of the Supervisory Board
Additional Information	Matthias Arleth	1967	German	07/2020	Annual General Meeting 2024	Senior Vice President & General Manager Automotive EMEA TE Connectivity (since 11/2022)	(a) No mandates (b) No mandates (c) No mandates
	Ingrid Jägering	1966	German	07/2020	Annual General Meeting 2024	Member of the Management Board and CFO STIHL AG (since 05/2022)	(a) Hensoldt AG (since 09/2020) - Member of the Supervisory Board (b) Wegmann Unternehmens-Holding GmbH & Co. KG (since 10/2021) - Deputy Chairwoman of the Supervisory Board (c) SAF-HOLLAND GmbH (since 07/2020) - Member of the Supervisory Board
	Jurate Keblyte	1975	German	04/2023	Annual General Meeting 2024	Member of the Management Board and CFO of GRAMMER AG (since 08/2019)	(a) No mandates (b) Ottobock SE & Co. KGaA - Member of the Supervisory Board (b) HAWE Hydraulik SE - Member of the Supervisory Board (c) No mandates

Members and mandates of the Supervisory Board

To our Shareholders							Other memberships in other bodies: (a) Mandates with listed companies
Letter from the Chairman of the Management Board					Elected		(b) Mandates with non‐listed companies
Report of the Supervisory Board	Member	Born	Nationality	Member since	until	Main activity	(c) Mandates with Group companies
SAF-HOLLAND on the Capital Market	Carsten Reinhardt 1967		German	07/2020	Annual	Independent senior consultant	(a) Stoneridge, Inc. (since 02/2023)
Remuneration Report 2023					General Meeting 2024		‐ Member of the Board of Directors
Combined Management Report							(b) Grundfos Holding A/S (Denmark) (since 10/2016) ‐ Deputy Chairman of the Board of Directors
Consolidated Financial Statements							(b) tmax Holding GmbH (formerly Tegimus Holding GmbH) (since 12/2017)
Additional Information							‐ Chairman of the Advisory Board
							(b) Beinbauer Automotive GmbH & Co. KG (Germany) (since 05/2018)
							‐ Member of the Advisory Board
							(b) WEZAG GmbH & Co. KG (since 10/2016)
							‐ Member of the Advisory Board
							(b) Michigan Capital Advisors (USA) (since 01/2017)
							‐ Member of the Advisory Board
							(b) Braemar Energy Ventures (USA) (since 08/2017)
							‐ Member of the Strategic Advisory Board
							(c) No mandates

MEETINGS OF THE SUPERVISORY BOARD

The Supervisory Board held a total ofsix mee�ngs in scal year 2023 – four of which were held in person and two virtually. The commi�ees met a total of eight �mes in the scal year. In the case of the Audit Commi�ee, four of the ve mee�ngs were held virtually and one mee�ng was held in person. The Nomina�on and Remunera�on Commi�ee met once in person and twice virtually at its three mee�ngs. The op�on of virtual par�cipa�on was available for all mee�ngs and was used in individual cases.

An average a�endance rate of 98% was achieved at the mee�ngs of the full Supervisory Board and the commi�ees. A detailed overview of the a�endance of Supervisory Board members at plenary and commi�ee mee�ngs can be found below:

Participation overview

Member	Plenum	Audit Committee	Nomination/ Remuneration Committee	Total quota
Dr. Martin Kleinschmitt	6/6	5/5	3/3	100%
Matthias Arleth	5/6		3/3	89%
Ingrid Jägering	6/6	5/5		100%
Jurate Keblyte	5/5	3/3		100%
Carsten Reinhardt	6/6	2/2	3/3	100%
TOTAL	97%	100%	100%	98%

At each mee�ng of the Supervisory Board in scal year 2023, we received reports from the Management Board on the status of the opera�onal business development and on key Group ini�a�ves and projects. We deal with acquisi�on and investment projects as well as opportuni�es and risks

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Additional Information

for the company on an ad hoc basis. Where commitee mee�ngs were held in advance, the commitee chairmen reported on the main content of the commitee mee�ngs and were available to answer ques�ons. In addi�on, we generally provide for various regular resolu�ons as well as an agenda item without the Management Board present for reflec�on and a confiden�al exchange at each Supervisory Board mee�ng. We hereby follow recommenda�on D.6 of the German Corporate Governance Code to hold regular mee�ngs without the Management Board being present.

At the balance sheet mee�ng on March 24, 2023, we discussed in par�cular the Annual and Consolidated Financial Statements for 2022, including the Combined Management Report and the Audit Report for the company for fiscal year 2022. The financial statements were approved by the Supervisory Board following a detailed review. In approving the Annual and Consolidated Financial Statements, we followed the recommenda�on of the Audit Commitee. The same applied to the audit of the Sustainability Report and the Non-financial Statement. In one part of the balance sheet mee�ng, we met without the Management Board for our exchange with the auditor. We adopted the agenda and the proposed resolu�ons contained therein for the Annual General Mee�ng on May 23, 2023. We resolved to propose to the Annual General Mee�ng that PricewaterhouseCoopers GmbH Wirtscha�sprüfungsgesellscha� (PwC) be re-elected as auditor for fiscal year 2023. Other proposed resolu�ons included the approval of the remunera�on system for the members of the Management Board and the Supervisory Board and the confirma�on of the elec�on of Jurate Keblyte as a member of the Supervisory Board following his previous appointment by the court. We approved the Remunera�on Report, which was audited by PwC in accordance with Sec�on 162 (3) of the German Stock Corpora�on Act (AktG), the Report of the Supervisory Board, the Declara�on on Corporate Governance and the Declara�on of Compliance with the German Corporate Governance Code. We also dealt with the Supervisory Board's share program. Furthermore, at the first mee�ng of the year, we determined the focus of our work for fiscal year 2023 and received reports on current Group projects such as the construc�on of a plant in Pune, India, and on the topic of IT security. We also discussed the topic of financing. Due to the departure of interim CFO Wilfried Trepels, we adopted an updated schedule of responsibili�es. Based on the recommenda�ons of the Nomina�on and Remunera�on Commitee, various resolu�ons were also passed with respect to the remunera�on of the Management Board.

At the mee�ng on April 27, 2023, we mainly focused on the cyberatack and the measures taken to deal with it. Due to the atack, it was necessary to postpone the quarterly statement for the first quarter of 2023 and only publish preliminary figures for the first quarter within the recommended period. As this led to a devia�on from the German Corporate Governance Code, we adopted an amended Declara�on of Compliance and at the same �me declared our inten�on to comply with the recommenda�on again a�er publica�on. The quarterly report was discussed by the Audit Commitee on May 9, 2023. We received a report on current business developments and other focus topics of the Management Board, including the Haldex integra�on, a report on the Annual General Mee�ng and a progress report on ac�vi�es in the area of sustainability.

The mee�ng on August 8, 2023, focused on discussing the half-year financial report 2023 and the report on current business developments and projects. We also once again dealt with the handling of the cyberatack and the status of cybersecurity in the Group. Among other things, we passed resolu�ons on the updated Rules of Procedure for the Supervisory Board and the Management Board as well as on the expansion of produc�on capaci�es and the expansion of the share of renewable energies in the energy mix at SAF-HOLLAND.

On the day before the mee�ng on September 26, 2023, we atended a training session for the Supervisory Board at the Swedish site in Landskrona to learn about the Haldex product por�olio, produc�on, product development and product quality as well as the supply chain and were able to gain a comprehensive impression of the new company within the Group on site. At the mee�ng itself, various regular reports on business development and selected projects were once again on the agenda. We also dealt intensively with developments in EMEA, the Americas and APAC on the basis of reports from the Presidents of the regions and discussed the target picture for SAF-HOLLAND as part of our annual strategy review. We also passed resolu�ons on various transac�ons requiring approval.

At the mee�ng on November 7, 2023, we mainly discussed how the business developed in the third quarter of 2023 and the quarterly statement for Q3 2023. Another focus was on a report on R&D and an indepth look at individual products in the SAF-HOLLAND por�olio. The Management Board also informed us about current projects and selected

subsidiaries and we discussed remunera�on-related targets for 2024 in our internal Supervisory Board vote.

On December 14, 2023, many topics were once again on our agenda in addi�on to the regular reports. We ini�ally adopted various resolu�ons in the context of Management Board remunera�on based on the recommenda�ons of the Nomina�on and Remunera�on Commitee. The progress report on the areas of ac�on from the Supervisory Board's selfassessment in 2022 was a regular item on the agenda, which we discussed with regard to our current work. We approved our updated skills profile and the skills matrix for the Supervisory Board, which can be viewed on the company's website and in the Corporate Governance Statement. We also discussed the target figure for the share of women on the Management Board and passed a corresponding resolu�on. The mee�ng tradi�onally focused on the budget for the coming year, medium-term planning and the performance targets for the members of the Management Board, which we discussed in detail and approved. Various regular reports such as a report from the HR department, a product deep dive and a progress report on sustainability ac�vi�es in the fourth quarter of 2023 rounded off the repor�ng. We also dealt with the topic of M&A and approved, among other items, the acquisi�on of IMS Group B.V. as well as other transac�ons and investments requiring approval. Finally, we discussed the Corporate Governance Statement for the fiscal year.

WORK OF THE COMMITTEES

The Supervisory Board sets up Supervisory Board commitees to promote the effec�veness of its work. To the extent permited by the law, individual decision-making powers can also be transferred to the commitees. Two commitees are currently in place. Due to the changes in the Supervisory Board, new members were appointed to the commitees during the year:

Audit Commitee:

Ingrid Jägering (Chairwoman)
Dr. Mar�n Kleinschmit
Carsten Reinhardt (un�l May 8, 2023)
Jurate Keblyte (from May 9, 2023)

Nomina�on and Remunera�on Commitee:

Mathias Arleth (Chairman)
Dr. Mar�n Kleinschmit
Carsten Reinhardt

If necessary, special commitees can be set up at any �me to deal with specific topics. No use was made of this op�on in this fiscal year.

Audit Commitee

The Audit Commitee met five �mes in the repor�ng year. The work of the Audit Commitee focused on the audit of the Annual and Consolidated Financial Statements for fiscal year 2022, including the Combined Management Report, as well as the audit of the Non-financial Group Statement and the prepara�on of recommenda�ons for resolu�ons for the Supervisory Board. The representa�ves of the auditor PwC also took part in the discussion of the Annual and Consolidated Financial Statements, with whom the Audit Commitee also met without the par�cipa�on of the Management Board. The Audit Commitee also made recommenda�ons to the Supervisory Board regarding the elec�on of the auditor.

At each mee�ng of the Audit Commitee, the Chairwoman of the Audit Commitee reported on her regular exchanges with the Management Board, the auditor and key func�ons within the company. The Chief Financial Officer also reported on current issues in the finance department and in his other areas of responsibility.

Other topics on which the commitee focused included financial repor�ng and sustainability repor�ng, risk management, internal audi�ng, the internal control system (ICS), compliance and legal, tax issues, financing and refinancing as well as capital market issues. The commitee also dealt with the global financial organiza�on, finance governance in the Group and individual local financial areas with a view to mee�ng global requirements. In the repor�ng year, the commitee focused in par�cular on the integra�on of Haldex from a financial perspec�ve. The commitee received regular reports from those responsible for the key control func�ons on current developments and the effec�veness and ongoing development of the control systems. For example, regular reports were provided on compliance within the Group, the global compliance organiza�on and its

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

management. The commitee also discussed the audit results for 2023 in the presence of the Head of Internal Audit, approved the audit planning for fiscal year 2024 and received reports on the ac�vi�es to further develop the internal control system. In this context, regular reports were also presented on the integra�on of Haldex processes into the parent company's systems. The commitee also focused on IT governance, organiza�on and IT controlling as well as the Group's cyber security and dealt with the processing of the cyber-atack from a legal and compliance perspec�ve.

further development, tax compliance and the further development of risk

The contents of the mee�ngs were presented to the Supervisory Board as part of the oral reports from the commitee mee�ngs and – where necessary – submited for decision. The auditor atended the mee�ng at which the 2022 Audit Report was explained, as well as another mee�ng to discuss the audit procedure for the 2023 audit of the Annual and Consolidated Financial Statements. The Chairwoman of the Audit Commitee is also in regular contact with the auditor, including outside of mee�ngs. The auditor informs the Audit Commitee immediately of all findings and events of significance to its tasks that come to its aten�on during the audit. He informs the Audit Commitee and makes a note in the Audit Report if he discovers facts during the audit that indicate an inaccuracy in the Declara�on on the German Corporate Governance Code issued by the Management Board and Supervisory Board. The auditor has declared to the Audit Commitee that there are no circumstances that would give rise to the assump�on that it is biased. The Audit Commitee obtained the required independence agreement from the auditor, reviewed the auditor's qualifica�ons and concluded a fee agreement with the auditor. The Audit Commitee, and in par�cular its chairperson, is also in regular contact with the auditor regarding the quality of the audit and the Audit Commitee receives regular reports on this from the auditor. The Audit Commitee approves any non-audit services provided by the auditor. The Audit Commitee includes Ingrid Jägering, Dr. Mar�n Kleinschmit and Jurate Keblyte, all proven financial experts. Exper�se in sustainability issues is also ensured among all members of the Audit Commitee and is con�nuously developed.

Nomina�on and Remunera�on Commitee

The Nomina�on and Remunera�on Commitee held a total of three mee�ngs in 2023. It developed changes to the remunera�on system and report, which it addressed to the Supervisory Board in the form of recommenda�ons. It prepared the resolu�ons on all remunera�on issues for the Management Board, including the financial targets and sustainability targets. It discussed the appropriateness of the structure and amount of Management Board remunera�on as well as the remunera�on of the Supervisory Board in advance of the Supervisory Board's delibera�ons. It also prepared the changes to the Supervisory Board's remunera�on system that were presented to the 2023 Annual General Mee�ng. In addi�on, a comprehensive HR report was the subject of the commitee's work.

CONFLICTS OF INTEREST

No conflicts of interest of Supervisory Board members arose in the repor�ng year. If necessary, the members of the Supervisory Board consult with the Chairman of the Supervisory Board on the handling of any conflicts of interest that may arise.

CORPORATE GOVERNANCE

SAF-HOLLAND SE is a company in the legal form of a European company (Societas Europaea, SE). As an SE domiciled in Germany, SAF-HOLLAND SE is subject to European and German SE regula�ons as well as German stock corpora�on law. As a listed company in Germany, SAF-HOLLAND SE's corporate governance is based on the German Corporate Governance Code (GCGC) as amended. Corporate governance is also governed by the Ar�cles of Associa�on, the Rules of Procedure and internal guidelines.

SAF-HOLLAND SE has a dualis�c management system that provides for a strict separa�on of personnel and func�ons between the Management Board as the management body and the Supervisory Board as the monitoring body (two-�er board). The Management Board manages the company, while the Supervisory Board monitors and advises the Management Board. Both bodies work closely together in a spirit of trust for the benefit of the company.

SAF-HOLLAND SE is a holding company without its own opera�ng business. The management of the company's business by the Management Board focuses primarily on the strategic direc�on of SAF-HOLLAND and monitoring the business ac�vi�es of the individual direct and indirect opera�ng subsidiaries.

In 2023, the Supervisory Board and its commitees con�nued to focus intensively on the topic of corporate governance and the ongoing professionaliza�on of commitee work. The Management Board and Supervisory Board of SAF-HOLLAND SE issued the 2023 Declara�on of Conformity with the recommenda�ons of the German Corporate Governance Code on March 24, 2023. Due to the cyberatack, this had to be updated in April 2023 and a devia�on had to be declared in view of the delay in the publica�on of the quarterly statement. The current Declara�on of Conformity dated December 14, 2023, and previous Declara�ons of Conformity can be viewed on the company's website.

Further informa�on on the company's corporate governance can be found in the Corporate Governance Statement.

AUDIT OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS AND BALANCE SHEET MEETING

PricewaterhouseCoopers GmbH Wirtscha�sprüfungsgesellscha� (PwC), which was elected auditor of the financial statements for fiscal year 2023 by the Annual General Mee�ng on May 23, 2023, audited the Annual and Consolidated Financial Statements prepared by the Management Board as of December 31, 2023, including the Combined Management Report for fiscal year 2023, and issued an unqualified audit opinion. It was determined that the Annual and Consolidated Financial Statements give a true and fair view of the asset, financial and earnings posi�on. The audit partner responsible was Stefan Hartwig.

The Annual Financial Statements of SAF-HOLLAND SE and the Combined Management Report for the SAF-HOLLAND Group were prepared in accordance with German statutory accounting regulations. The Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and in accordance with the additional requirements of German law pursuant to Section 315e (1) of the German Commercial Code (HGB).

A�er preliminary referral to the Audit Commitee, the Supervisory Board dealt with the Annual and Consolidated Financial Statements and the Combined Management Report for fiscal year 2023 at its mee�ng on March 8, 2024, and discussed them in detail with the Management Board. The auditors reported on the scope, focus and key findings of their audit, focusing in par�cular on the key audit maters and the audit procedures performed. No significant weaknesses in the risk warning system were reported. The auditor reported both at the mee�ng of the Audit Commitee and at the mee�ng of the Supervisory Board and was available to answer in-depth ques�ons. In accordance with the German Act to Strengthen Financial Market Integrity (FISG), the Management Board's opportuni�es to par�cipate in discussions with the auditor were also restricted. Following the commitee's recommenda�on, the Supervisory Board concurred with the results of the audit by the auditor, raised no objec�ons and approved the Annual and Consolidated Financial Statements for fiscal year 2023. The Annual Financial Statements are thus adopted.

The Remunera�on Report was subjected to the legally required formal audit by the auditor in accordance with Sec�on 162 (3) of the German Stock Corpora�on Act (AktG).

The Supervisory Board had formed an impression of the quality of the audit in advance and adopted the resolu�on proposal to the Annual General Mee�ng based on the recommenda�on of the Audit Commitee on the selec�on of the auditor. This was based on the Audit Commitee's declara�on that its recommenda�on was free from undue influence by third par�es and that no clause restric�ng the selec�on op�ons within the meaning of Art. 16 para. 6 of the EU Statutory Audit Regula�on had been imposed on it. EU Regula�on 537/2014 s�pulates an obliga�on for regular external rota�on of the auditor or Group auditor. Such an external rota�on is planned for SAF-HOLLAND SE for fiscal year 2026.

The Supervisory Board has endorsed the Management Board's proposal for the appropria�on of net retained profits and will propose to the Annual General Mee�ng on June 11, 2024, that a dividend of EUR 0.85 per share be distributed for fiscal year 2023.

fiscal year 2023.

The Sustainability Report for fiscal year 2023 was discussed by the Audit Commitee at its mee�ng on March 7, 2024, and by the Supervisory Board at its mee�ng on March 8, 2024.

CHANGES IN THE MANAGEMENT BOARD AND SUPERVISORY BOARD

There were changes to the Management Board and Supervisory Board in fiscal year 2023.

To ensure a smooth transi�on between interim CFO Wilfried Trepels and CFO Frank Lorenz-Dietz, who was appointed on January 1, 2023, the Management Board consisted of three members for the period un�l March 31, 2023. Wilfried Trepels therefore le� the Management Board as planned at the end of the first quarter.

Following Mar�na Merz's resigna�on from the Supervisory Board of SAF-HOLLAND SE in December 2022, the search for a successor on the Supervisory Board began immediately. Jurate Keblyte was appointed by the court as a new member of the Supervisory Board with effect from April 3, 2023, and elected to the Supervisory Board at the Annual General Mee�ng on May 23, 2023.

The Supervisory Board would like to thank the members of the Management Board, the employee representa�ves and all employees for their great commitment and hard work in fiscal year 2023.

Bessenbach, March 7, 2024

For the Supervisory Board

Dr. Mar�n Kleinschmit

Chairman of the Supervisory Board

Additional Information

Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

SAF-HOLLAND ON THE CAPITAL MARKET

STOCK MARKET AND SHARE PRICE DEVELOPMENT IN 2023 SAF-HOLLAND SHARE STRONGLY OUTPERFORMS SDAX

A�er the German stock market was heavily burdened in 2022, the decline in energy prices and aba�ng infla�on had a posi�ve impact on the German stock market, par�cularly in the first half of the year. Weak economic prospects and the ongoing tense geopoli�cal situa�on temporarily dampened the posi�ve performance of the stock market but were unable

to stop the year-end rally. Germany's leading index, the DAX, rose by 20.3% in 2023, closing at 16,752 points on December 29, 2023. The SDAX selec�on index of Deutsche Börse AG, in which the SAF-HOLLAND share is also listed, recorded an increase of 17.1% over the course of the year and closed at 13,960 points.

SAF-HOLLAND SE SDAX DAX

Letter from the Chairman of the Management Board

Report of the Supervisory Board

SAF-HOLLAND on the Capital Market

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Additional Information

The SAF‐HOLLAND share, on the other hand, managed to hold its ground despite brief price declines and reached a closing price of EUR 15.20 on December 29, 2023. Compared to the closing price in 2022, the share thus climbed by 72.4% and signicantly outperformed the DAX and SDAX benchmark indices. This was due to the Group's consistently good opera�ng performance and the fact that it exceeded market expecta�ons. Accordingly, SAF‐HOLLAND's market capitaliza�on also increased signicantly from EUR 400.2 million to EUR 690.0 million in 2023.

Key	share	data
-----	-------	------

SAFH00/DE000SAFH001
SFQ
July 26, 2007
Frankfurt
Prime Standard
SDAX
45,394,302
100%
Hauck Aufhäuser Lampe Privatbank AG
EUR 15.56/EUR 8.83
EUR 15.20
72.4%
EUR 690.0 million

¹ Xetra closing price.

INCREASE IN TRADING VOLUME AND DAILY TURNOVER OF THE SAF‐HOLLAND SHARE

According to a Bloomberg market share analysis, the Xetra trading platform was the most important trading venue for the SAF‐HOLLAND share in 2023, as in the previous year, accounting for 51.1% (previous year 55.1%) of the volume traded. The average daily turnover in SAF‐HOLLAND shares on Xetra amounted to 95,792 sharesin 2023 (previous year 166,886 shares). The daily trading volume in SAF‐HOLLAND shares on Xetra alone fell to an average of EUR 1.16 million (previous year EUR 1.4 million). Taking all German stock exchanges into account, the average daily turnover in shares amounted to 99,059 (previous year 171,198). In addition, 87,230 SAF‐HOLLAND shares were traded on the multilateral trading centers on a daily average.

INDEX RANKING: SOLIDLY POSITIONED IN THE SDAX

Based on the strong share price performance in 2023, the company improved signicantly in Deutsche Börse AG's index ranking, which is used to determine the composi�on of the MDAX and SDAX, to posi�on 111 at the end of December 2023 (previous year posi�on 147).

INTENSIFIED INVESTOR RELATIONS ACTIVITIES IN EUROPE AND THE US

IN CONTINUOUS CONTACT WITH ALL STAKEHOLDERS

SAF‐HOLLAND'sinvestor rela�ons ac�vi�es are aimed at providing all capital market par�cipants with comprehensive, �mely and transparent informa�on on strategic objec�ves and current market and business developments. To this end, SAF‐HOLLAND maintains a close dialog with current shareholders, poten�al investors and analysts. The company regularly par�cipates in capital market conferences, organizes interna�onal roadshows and informs fund managers and analysts on site during company visits, tours of produc�on or research and development facili�es, for example. A number of conference calls were also held, mostly on current topics and events.

In 2023, the focus of communica�on was on posi�oning SAF‐HOLLAND as a resilient company in the transporta�on sector. The basis for this was the Group's good opera�ng performance, par�cularly with regard to the increase in protability in the Americas and APAC. In addi�on, the focus was on the posi�oning of the SAF‐HOLLAND Group, which was expanded by acquiring Haldex. Among other topics, the less cyclical and larger a�ermarket business, synergy and cross‐selling poten�al, the good posi�oning in relevant end markets and the improved development of leverage in the rst year a�er the acquisi�on were emphasized.

In addition to regular dialog with current and potential investors from Germany, one focus of investorrelations work was on increasingly addressing investors from outside Germany. This included virtual and physical roadshows in Spain, Italy, Switzerland, the Northern European countries of Sweden, Finland and Norway, as well as the US. Overall, investor relations activities were significantly expanded compared to the previous year. The

Additional Information

Management Board and investor relations officers participated in a total of 17 capital market conferences and roadshows in 2023.

EXTENSIVE PROVISION OF INFORMATION AND DIRECT CONTACT

Detailed and up‐to‐date informa�on on the SAF‐HOLLAND share is published on the SAF‐HOLLAND Investor Rela�ons website at h�ps://corporate.sa�olland.com/en/investor‐rela�ons. These pages contain the latest nancial news and reports, presenta�ons and conference call recordings as well as an overview of the current consensus es�mates of the analysts covering the SAF‐HOLLAND share. The contact details of the investor rela�ons contacts for telephone or digital contact are also available on this website.

PREDOMINANTLY BUY RECOMMENDATIONS FOR THE SAF‐HOLLAND SHARE

The SAF‐HOLLAND share is currently monitored and analyzed regularly by six banks and research rms. At the end of 2023, four analysts recommended the share as a buy or expected SAF‐HOLLAND's share price to outperform the market as a whole. Two recommenda�ons were "hold." The analysts' price targets averaged EUR 18.95, with the highest price target at EUR 29.00 and the lowest price target at EUR 13.00.

Analyst ratings as of December 31, 2023

Bank	Recommendations
Deutsche Bank	Hold
DZ Bank	Buy
Hauck Aufhäuser Lampe	Buy
Kepler Cheuvreux	Hold
Oddo BHF	Outperform
Warburg Research	Buy

The latest analyst ra�ngs are available on the Investor Rela�ons website at h�ps://corporate.sa�olland.com/en/investor‐ rela�ons/share/share/consensus.

INTERNATIONAL SHAREHOLDER STRUCTURE

According to Deutsche Börse AG's deni�on, 100% of the company's shares issued are in free oat. The shareholder base mainly consists of ins�tu�onal investors such as investment funds and asset managers, banks and insurance companies, as well as private investors from Germany and abroad. The company's largest shareholders currently include investment rms from Germany, the US, France, Luxembourg, the Netherlands and the UK. The share of interna�onal investors holding SAF‐HOLLAND shares is around 60%.

Based on the vo�ng rights no�ca�ons received, ve ins�tu�onal investors directly or indirectly held more than 3% of the share capital of SAF‐ HOLLAND SE as of December 31, 2023.

Voting rights notifications > 3% as of December 31, 2023

Shareholder name	Country of origin	% shares of notified voting rights
TimesSquare Capital	USA	5.19%
Universal‐Investment‐Gesellschaft	Germany	5.07%
Kempen Oranje Participaties	Netherlands	5.07%
Union Investment	Germany	5.04%
Bank of America Corporation	USA	4.97%

Ac�ve members of the Management Board and Supervisory Board of SAF‐ HOLLAND SE together held 0.9% of the outstanding shares as of December 31, 2023.

ANNUAL GENERAL MEETING 2023 APPROVES ALL ITEMS ON THE AGENDA AND RESOLVES DIVIDEND OF EUR 0.60 PER SHARE

The Annual General Mee�ng of SAF‐HOLLAND SE was held as an in‐person event in Lohr am Main on May 23, 2023, for the rst �me since the COVID‐ 19 pandemic. The shareholders approved all resolu�ons proposed by the Management Board and Supervisory Board. Among other items, the shareholders approved the management's proposal to distribute a dividend of EUR 0.60 per share from SAF‐HOLLAND SE's reported retained earnings. This equates to a dividend yield of 6.8% based on the closing price of the SAF‐HOLLAND share at the end of 2022. The shareholders also approved the proposed adjustment to the remunera�on system for the Management Board, the change to the remunera�on of the Supervisory Board and the appointment of Jurate Keblyte as a new member of the Supervisory Board, who was proposed to the Annual General Mee�ng and had previously been appointed by the court as Mar�na Merz's successor.

SIGNIFICANTLY INCREASED DIVIDEND PROPOSAL OF EUR 0.85 PER SHARE FOR FINANCIAL YEAR 2023 REFLECTS INCREASED EARNINGS POWER

The goal of SAF‐HOLLAND's company policy is to allow shareholders to par�cipate appropriately in its success through dividends. SAF‐ HOLLAND SE's dividend policy generally provides for the distribu�on of 40% to 50% of the available prot for the period. The Management Board and Supervisory Board will therefore propose to the Annual General Mee�ng on June 11, 2024, that a 41.6% higher dividend of EUR 0.85 pershare (previous year EUR 0.60) be distributed for nancial year 2023. The total distribu�on amount of EUR 38.6 million represents a payout ra�o of around 48.3% of the Group's prot for the period a�ributable to shareholders.

SOLID CREDIT RATING

"BBB‐" INVESTMENT GRADE RATING – STABLE OUTLOOK

SAF‐HOLLAND SE published the ra�ng report of Scope Ra�ngs GmbH ("Scope") on April 19, 2023. In this report, Scope le� SAF‐HOLLAND SE's debt respec�vely credit ra�ng unchanged at BBB‐. At the same �me, Scope set the outlook to stable.

The improved strong market posi�on, a broader customer base and the complementary product por�olio resul�ng from the acquisi�on of Haldex were assessed posi�vely. This assessment was further underpinned by the broader interna�onal presence and the increasing share of the more protable a�ermarket businessin Group sales. According to Scope, the high vola�lity of the free cash ow in recent years, the cyclical risks of the business and the opera�ng protability, which s�ll has room for improvement compared to the industry as a whole, stood in the way of a be�er ra�ng.

According to Scope, the stable outlook is based on the expecta�on that the company, with its resilient spare parts‐based business model, could also withstand a moderate cyclical downturn in the global commercial vehicle markets. An improvement in the ra�ng could be made possible in the future by a gradual reduc�on in nancial liabili�es and a further increase in free cash ow.

Remuneration Report 2023

25 Remuneration Report 2023
44 Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

REMUNERATION REPORT 2023

The Remunera�on Report explains the remunera�on system for both the members of the Management Board and the members of the Supervisory Board and presents the individual remunera�on granted and due to the individual members in 2023. Remunera�on is deemed to have been granted as soon as it has actually accrued to the Management Board or Supervisory Board (payment-oriented view). The report provides a detailed and individualised explana�on of the structure and amount of the individual components of Execu�ve Board and Supervisory Board remunera�on. The report complies with the requirements of Sec�on 162 of the German Stock Corpora�on Act (AktG), the relevant accoun�ng standards (HGB, IFRS) and the requirements of the German Corporate Governance Code (GCGC). On 23 May 2023, the Annual General Mee�ng approved the 2022 remunera�on report with 99.96%. Due to the high level of approval, there was no need to amend the 2023 remunera�on report. Compila�on of the Remunera�on Report pursuant to Sec�on 162 of the German Stock Corpora�on Act (AktG) is the responsibility of the Management Board and the Supervisory Board. The Remunera�on Report and the independent auditor's report regarding the formal audit that was conducted are contained in the Annual Report and can also be accessed from the website of SAF-HOLLAND SE.

COMPOSITION OF THE MANAGEMENT BOARD

There were changes in the composi�on of the Management Board in 2023. Dr. André Philipp (COO) resigned from his posi�on on the board on March 9, 2023. The posi�on of CFO has been held by Mr. Frank Lorenz-Dietz since January 1, 2023. The previous interim CFO, Mr. Wilfried Trepels, le� the company a�er a transi�onal period on March 31, 2023. Since then, the board has consisted of the CEO, Mr. Alexander Geis, and the CFO.

MANAGEMENT BOARD REMUNERATION

BASIC PRINCIPLES OF REMUNERATION

The current Execu�ve Board remunera�on system was adopted by the Supervisory Board on 12 December 2022. Resolu�ons on remunera�on are generally prepared by the Nomina�on and Remunera�on Commitee. If necessary, the Nomina�on and Remunera�on Commitee can recommend that the Supervisory Board make amendments to the remunera�on system. In the event of substan�al changes, and at least every four years, the remunera�on system is submited to the Annual General Mee�ng for approval.

The remunera�on system is aligned towards the business strategy and is aimed at performance-based and sustainable corporate governance and ensuring the long-term success of the company. The criteria for determining the appropriateness of remunera�on consist of the individual du�es of the Management Board members, their personal performance, the economic situa�on, success and future prospects of the company.

The employment contracts of the Management Board s�pulate that the amount of fixed remunera�on is reviewed annually. The Nomina�on and Remunera�on Commitee regularly reviews the appropriateness and market conformity of the remunera�on of each individual member of the Management Board in terms of its amount and structure and discusses its findings with the Supervisory Board. The appropriateness of Management Board remunera�on was recently reviewed by an independent external remunera�on consultancy that concluded that the remunera�on was in line with market prac�ces.

The aforemen�oned remunera�on also covers ac�vi�es as a member of the management or supervisory board of subsidiaries.

SUMMARY OF MANAGEMENT BOARD REMUNERATION IN 2023

The remunera�on of the members of the Management Board of SAF-HOLLAND SE consists of fixed and variable components. The fixed, non-performance-based por�on of remunera�on consists of a fixed annual base salary and fringe benefits. The performance-based and variable components consist of a short-term variable incen�ve (STI) and a long-term variable incen�ve (LTI).

Variable remunera�on components are to be measured on a mul�-year basis. With regard to variable remunera�on, the Supervisory Board ensures that long-term variable remunera�on components outweigh the short-term components, in accordance with the recommenda�on of the GCGC. At the same �me, the short-term variable remunera�on also places sufficient emphasis on the annual opera�ng targets, which serve as the basis for the future development of the company.

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

The financial performance criteria set for the STI at the beginning of fiscal year 2022 were exceeded due to the very posi�ve development of sales and earnings. The target achievement of the CEO, Mr. Alexander Geis, is 114.58% of the target value of the STI 2022, which was paid out in 2023. (See the table "Remunera�on Granted and Due" on page 40.)

Due to Mr. Wilfried Trepels joining the company during the year on 16 May 2022, an actual target achievement of 100% was set for the pro rata financial year 2022.

Dr. André Philipp resigned from all posi�ons on April 1, 2023. He was released un�l June 30, 2023 with con�nued payment of his salary.

A collec�ve bargaining agreement was entered into in 2020 with the trade union Industriegewerkscha� Metall covering the German loca�ons in Bessenbach and Singen. Under this agreement, which expires at the end of 2024, the workforce has agreed to work longer hours at no extra pay and make other financial concessions. As a sign of its solidarity, the Management Board decided to waive 5% of the STI payout annually un�l the end of 2024. The payment due in the 2023 financial year from the longterm incen�ve (LTI) plan granted in the 2019 financial year amounts to 64% of the target value for the Execu�ve Board members Alexander Geis and Dr. André Philipp (see table "Calcula�on LTI - PSUP 2019" on page 38).

In the 2023 financial year, no use was made of the op�ons set out in the remunera�on system in accordance with the legal requirements to temporarily deviate from the remunera�on system or to reclaim variable remunera�on components, with the excep�on of the flat-rate STI target achievement for 2022 for Mr. Tre- which was set out in the service contract. pels amoun�ng to 100%. The following table presents a summary of the components of the remunera�on system applicable in 2023, the structure of the individual remunera�on components and the respec�ve targets set for the members of the Management Board:

Remuneration system

REMUNERATION COMPONENT	BRIEF SUMMARY	PURPOSE AND CONNECTION TO THE STRATEGY
1. Fixed annual base salary	— Fixed contractually agreed remuneration, paid monthly	— Ensures appropriate, fixed income to ensure no undue risk is taken — Attracts and retains board members who
2. Fringe benefits	— Particularly use of a company car, subsidies for health and long-term care insurance	can develop and successfully implement the strategy on the basis of their experience and expertise
3. Short-term variable remuneration	— As a rule, 75% financial and 25% non-financial performance targets — Maximum amount: 125 % of the respective target — Payment in the following year	— Provides an incentive to board members to focus on successfully implementing the business priorities and sustainability for the year
4. Long-term variable remuneration	— Grant of virtual share units — Performance targets: Development of the share price Business performance ESG relevant targets — Maximumamount (cap): 200 % of the grant value — Payment: in the fifth year after granting	— Links the development of Management Board compensation directly to share price performance and thus to investor interest — Provides an incentive to Management Board members to raise the value of the company in the long term — Proves SAF-HOLLAND's social responsibility and documents the importance of sustainable corporate action

Remuneration Report 2023 Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report Consolidated Financial Statements

Additional Information

Remuneration Report 2023

TARGET REMUNERATION AND MAXIMUM REMUNERATION

The total target remunera�on represents a target remunera�on amount that sets an incen�ve for high business performance and the individual and collec�ve performance of the Management Board by defining clear targets. The "pay for performance" principle underlying the remunera�on system results in a no�ceable reduc�on if the targets are not atained and an increase in the remunera�on if the targets are surpassed or in the case of special performance, though these are limited by the cap on the maximum remunera�on.

The targets set for the variable remunera�on components are equal to the share of the fixed remunera�on components (base salary plus fringe benefits), both of which have been set at approximately 50%. The share of the

long-term variable remunera�on exceeds the short-term variable remunera�on, ensuring that the remunera�on of the Management Board is oriented towards the sustainable long-term growth of the company.

In the event of possible future adjustments to the remunera�on paid to members of the Management Board, the Supervisory Board has resolved that these will mainly consist of variable components to ensure that the share of variable remunera�on components con�nues to increase.

The following table shows the contractually agreed target compensa�on and maximum compensa�on for fiscal year 2023:

Target compensation and maximum compensation for the year 2023

All figures in EUR thousand
			Alexander Geis		Frank Lorenz-Dietz		Wilfried Trepels	André Philipp
		Chairman of the Management Board since February 26, 2019		Ordinary member of the Management Board since January 1, 2023			Ordinary member of the Management Board from May 16, 2022, to March 31, 2023	Ordinary member of the Management Board from January 1, 2019, to June 30, 2023 ²
		Target remuneration	Maximum remuneration	Target remuneration	Maximum remuneration	Target remuneration	Maximum remuneration	Target remuneration	Maximum remuneration
	Base salary in 2023	795	795	390	390	98	98	72	72
Non-performance-based remuneration	Fringe benefits in 2023	37	37	43	43	10	10	9	9
Total		832	832	433	433	108	108	81	81
One-year variable remuneration	STI 2023	360	450	200	250	50 ¹	62,5	36,5	46
Multi-year variable remuneration	LTI 2023 – 2026	507	702	220	367	55 ¹	110	0	0
Total		867	1.152	420	617	105	172,5	36,5	46
Total remuneration		1.699	1.984	853	1.050	213	280,5	117,5	127

¹ Propor�onate remunera�on.

² Mr. André Philipp resigned from his board posi�on on March 9, 2023.

In accordance with Sec�on 87a of the German Stock Corpora�on Act (AktG), maximum remunera�on has been set for the sum of the remunera�on components specified above. Including the fixed base salary, fringe benefits and the cap on variable remunera�on components, this amounts to EUR 1,984,000 for the Chairman of the Management Board and EUR 1,050,000 for ordinary members of the Management Board.

Overview of the maximum remuneration of Management Board members:

Maximum limits of remuneration (maximum remuneration)

Reviewing and ensuring compliance with the maximum remunera�on level for fiscal year 2023 is therefore not possible un�l 2026, when the last remunera�on component for fiscal year 2023 has been determined and accrues to the Management Board member. In the event that the calculated total remunera�on exceeds the respec�ve maximum remunera�on, the payment of the LTI is reduced accordingly.

APPROPRIATENESS OF MANAGEMENT BOARD REMUNERATION

When se�ng the amount of total remunera�on, the Supervisory Board ensures that it is commensurate with the tasks and performance of the respec�ve Management Board member. The criteria for assessing the appropriateness of remunera�on are therefore the individual tasks and performance of the Management Board member. When se�ng the amount of total remunera�on, the Supervisory Board ensures that the customary level of remunera�on does not exceed the level paid at a suitable peer group of comparable companies in an external comparison nor to the overall workforce in an internal comparison, unless there is special jus�fica�on for doing so. The external assessment is primarily based on a comparison with all the other companies listed on the SDAX. For compara�ve purposes, SAF-HOLLAND is posi�oned within the respec�ve peer group market based on the valua�on criteria of sales, headcount and market capitaliza�on. From this posi�oning, the remunera�on paid to Management Board members is reviewed for its market conformity. In making the assessment, the Supervisory Board is supported by an independent external remunera�on consultancy. At the end of 2022, this consultancy last confirmed that the remunera�on paid to the ac�ng Management Board members conformed to market standards and was therefore appropriate.

To assess the market conformity of total remunera�on within the organiza�on, the Supervisory Board also considers the remunera�on and working condi�ons of the en�re Group workforce in Germany on an FTE basis. The ra�o of Management Board remunera�on to the remunera�on of the en�re workforce is also taken into account over �me (ver�cal remunera- �on comparison). In addi�on, the company's economic posi�on and performance also need to be appropriately taken into considera�on.

The company's earnings development and the average remunera�on paid to employees in Germany on an FTE basis over the last five years compared to the annual change in Management Board remunera�on are presented in the following table:

Vertical remuneration

comparison

To our Shareholders
Remuneration Report 2023			2019	2020	2021	2022	2023
Remuneration Report 2023	Management Board remuneration (in EUR thousand)
Report of the Independet Auditor on		Alexander Geis since March 1, 2019	868.0	788.0	1,074.0	1,249.0	1.409,0
the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG		YoY % change		-9.2	36.3	16.3	12,8
		Frank Lorenz-Dietz since January 1, 2023					433
Combined Management Report		YoY % change
Consolidated Financial Statements		Wilfried Trepels from May 16, 2022, to March 31, 2023				270.0	476,0
Additional Information		YoY % change					76,3
		André Philipp from January 1, 2019, to June 30, 2023	341.0	504.0	595.0	727.0	541,0
		YoY % change		47.8	18.1	22.2	–25,6
	Supervisory Board remuneration (in EUR thousand)
		Dr. Martin Kleinschmitt since April 1, 2013	91.0	101.2	108.5	115.0	120.5
		YoY % change		11.2	7.2	6.0	4.8
		Martina Merz from April 1, 2014 to December 12, 2022	152,0	118,0	74,2	72,0	68,6 ¹
		YoY % change		-22,4	-37,1	-3,0	-4,7
		Carsten Reinhardt since April 1, 2017	58.0	71.0	50.2	52.0	53.3
		YoY % change		22.4	-29.3	3.6	2.5
		Ingrid Jägering since October 1, 2019		12.0	64.5	69.0	68.0
		YoY % change			437.5	7.0	-1.4
		Matthias Arleth since July 1, 2020			34.4	69.0	68.5

YoY % change 100.6 -0.7

¹ Pro rata calcula�on due to a departure at the end of December 12, 2022

	2017	2018	2019	2020	2021	2022	2023
Adjusted EBIT margin in % of sales	8.0	6.9	6.2	6.1	7.5	8.0	9.6
YoY percentage point change		-1.1	-0.7	-0.1	1.4	0.5	1.6
SAF-HOLLAND SE result for the period in EUR thousand				2,027	20,624	23,985	48,523
YoY percentage point change					917.50	16.30	102.31

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

	2017	2018	2019	2020	2021	2022	2023
Average employee remuneration in EUR ¹	55,051.00	57,258.00	56,979.00	52,671.00	51,613.00	57,617.00	57,409.00
YoY percentage point change		4.01	-0.49	-7.56	-2.01	11.63	-0.36

The slight decrease in employee remunera�on in 2023 is due to the introduc�on of short-�me working as a result of the cyberatack suffered in 2023. ¹ Employees at the German loca�ons.

NON-PERFORMANCE-BASED FIXED REMUNERATION

Fixed annual base salary

The base salary represents fixed remunera�on for the full year and is granted on a monthly basis. Unlike many other companies, the members of the Management Board do not receive pension benefits from the company for their services. The fixed remunera�on has included a compensa- �on component for this since fiscal year 2018.

Fringe benefits

The taxable fringe benefits of the Execu�ve Board consist in par�cular of the provision of company cars and the assump�on of costs for occupa�onal accident insurance, which also covers an insurance benefit in the event of death. There is also a directors' and officers' liability insurance policy with a deduc�ble of 10% (D&O insurance). In addi�on, contribu�ons are made to health and pension insurance in accordance with social security regula�ons. In the event of incapacity to work due to illness, remunera�on is paid for a maximum period of 6 months.

PERFORMANCE-BASED VARIABLE REMUNERATION

The performance-based remunera�on components are the short-term incen�ve (STI), which relates to the performance in the respec�ve fiscal year, and the long-term incen�ve (LTI), which measures performance over a number of years. The two components are based on different measurement bases and have different performance parameters corresponding to their respec�ve performance periods. These performance-based variable remunera�on components are granted on the basis of financial and nonfinancial performance criteria.

No subsequent changes may be made to the target values or the comparison parameters for variable remunera�on.

Both of the variable remunera�on components in 2023 are presented in detail below.

Short-term variable remuneration (STI)

Basic structure

The annual bonus consists of a variable cash payment that is based on the company's measurable performance in the past fiscal year and the degree to which the individual targets were achieved. The STI is calculated using financial and non-financial performance criteria that are based on the key performance indicators explained below and the individual targets derived from them. With the help of the individual targets, the individual performance of each Management Board member is considered in the determina�on of remunera�on.

Individual targets may consist of financial and non-financial targets and include the environmental, social and governance (ESG) performance criteria set by the company in keeping with its corporate social responsibility. Business targets have a weigh�ng of 75% in total and comprise three specific targets. The individual targets also consist of three targets and are weighted at 25% of the total. The following table provides an overview of the targets and their percentage weigh�ng for 2022 and 2023.

Remuneration Report 2023 Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report Consolidated Financial Statements

Additional Information

Remuneration Report 2023

Overview of the targets and their percentage weighting: To our Shareholders

A lower limit of 50% and an upper limit of 125% apply to target achievement. If the sum of the weighted individual target achievement is below 50% (threshold value), no pro rata payment of the target bonus is granted. The amount of remunera�on to be paid is calculated by mul�plying the percentage of target achievement by the target bonus amount. For the year a Management Board member joins the company and for the year the member leaves the company, the member is en�tled to a pro rata bonus. The short-term variable remunera�on is paid out in the year following the respec�ve fiscal year.

The calcula�on of the target achievement factor is based on the individual measured target achievement factors based on their weigh�ng. Mul�plying the total target achievement factor by the STI target amount results in the STI payout amount. The aforemen�oned upper and lower limits of 125% and 50% apply here. Payment is made at the end of the first quarter of the following fiscal year for which the respec�ve STI was granted.

Remuneration Report 2023 Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report Consolidated Financial Statements

Additional Information

Remuneration Report 2023

Calculation of the STI payout:

Company targets

Design

Three company targets were dened for scal year 2023

Group sales
Adjusted EBIT margin in % of sales
Net working capital ra�o in % of sales

These take the overall responsibility of the Management Board into con‐ sidera�on and set incen�ves geared primarily towards the company's con‐ �nued growth, be�er protability and stronger cash ow.

cons�tute an important instrument in planning the next business‐related steps. The adjusted EBIT margin sets an incen�ve to strengthen the company's opera�ng protability. EBIT measures earnings before interest and taxes. The EBIT indicator also considers deprecia�on and amor�za�on and encourages investments that provide an adequate return on capital employed.

A core element of the company strategy is protable growth, whereassales

Next to protability, the effec�ve management of working capital, meas‐ ured as the sum of inventories and trade receivables less trade payables, is also a key factor in cash ow.

The individual targets and the common Sustainable target for 2022 are listed in the following table:

Acting Management Board
members			Target	Actual
	Focus area	Specific target	achievement	achievement
Alexander Geis (CEO)	Business development	Project planning and development for new plant (India) with higher capacity	100% 125%
Since March 1, 2019	Project innovation	Global launch of a new type of axle		100% 100%
	CSR	Adaption of CSR reporting to meet CSRD requirements		100% 125%
Dr. André Philipp (COO)	CSR	Creation of a global CO₂ database	100% 125%
since January 1, 2019	Business development	Project Sprint – construction of a new plant in Mexico	100%	125%
	CSR	Adaption of CSR Reporting to meet CSRD requirements	100%	125%
Wilfried Trepels (CFO)		Due to Mr Wilfried Trepels joining the company on 16 May 2022, an actual target achievement of 100% for the pro rata
since May 16, 2022	financial year 2022 was set at the start of the contract.		100% 100%

Due to the resigna�on of Inka Koljonen on January 31, 2022, a lump sum was determined for the STI target achievement.

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

Individual and sustainability targets

For scal year 2022 and 2023, the Supervisory Board set two individual targets in the direct area of responsibility of each Management Board member as well as one target each in the area of sustainability. The indi‐ vidual targets contribute specically to increasing the efficiency of the Group's projects and advancing the company's further development. As a globally opera�ng company in the trailer and truck industry, SAF‐HOLLAND strives to make an important contribu�on to the future and society by providing innova�ve products and ac�ng sustainably. The sustainability goal for 2023 focused on bringing SAF‐HOLLAND's CSR repor�ng in line with the requirements of the Corporate Sustainability Repor�ng Direc�ve (CSRD) in order to meet these requirements going forward.

The objec�ves of the STI focused on CSR objec�vesfor the members of the Execu�ve Board. The individual targets as well as the common sustainabil‐ ity target for the years 2022 and 2023 are listed in the tables below.

The individual targets and the common Sustainable target for 2023 are listed in the following table:

Acting Management Board
members			Target	Actual
	Focus area	Specific target	achievement	achievement
Alexander Geis (CEO)	Business development	Post Merger Integration (PMI) of Haldex	100%	125%
since March 1, 2019		Development of ESG‐adequate training material and mandatory SuccessFactors
	ESG:	training for all employees	100%	125%
	ESG:	Fulfillment of the audit obligation in accordance with the CSRD‐Report	100%	100%
Frank Lorenz‐Dietz (CFO)	Business development	Post Merger Integration (PMI) of Haldex	100%	125%
since January 1, 2023	Project innovation	SAP‐Hana‐Integration	100%	125%
	ESG:	Fulfillment of the audit obligation in accordance with the CSRD‐Report	100%	100%
Wilfried Trepels (CFO) from		Due to the departure of Mr Wilfried Trepels on 31 March 2023, an actual target achievement of 100% was set for the
May 16, 2022, to March 31, 2023 *	pro rata financial year 2023 at the end of the contract.	100%	100%
Dr. André Philipp (COO)
from January 1, 2019, to June 30,		Due to the departure of Mr André Philipp on 30 June 2023, an actual target achievement of 100% was set for the pro
2023 *	rata financial year 2023 at the end of the contract.		100%	100%

Target achievement

The following overview presents in detail the key gures for the annual bo‐ nus 2022 (payout in 2023) and for the annual bonus 2023 (payout in 2024), their performance corridors as well as the corresponding target achieve‐ ment and the resul�ng overall target calcula�on, including the respec�ve payout amounts:

STI overall target achievement 2022

To our Shareholders									Actual target	Target		Target	Payout
Remuneration Report 2023									achieveme	achievement	Weighted	amount In	amount
Remuneration Report 2023				50%	75%	100%	125%	Weighting	nt	in %	value	In EUR	In EUR
Report of the Independet Auditor on	Alexander Geis	Corporate
the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG	CEO	targets	Group sales (EUR m)	1,261.40	1,287.20	1,300.80	1,326.6	0.25	1,561.10	125	31.25
			Adjusted EBIT
Combined Management Report			margin (in % of sales)	5.7	6.4	7.2	7.9	0.25	8.0	125	31.25
Consolidated Financial Statements			Net working capital
Additional Information			(in % of sales)	16.30	16.10	15.90	15.70	0.25	15.97	90.6	22.70
		Individual
		targets						0.25		117	29.38
								100%			114.58	331,000	379,260 2
	André Philipp	Corporate
	COO	targets	Group sales (EUR m)	1,261.40	1,287.20	1,300.80	1,326.6	0.25	1,561.10	125	31.25
			Adjusted EBIT
			margin (in % of sales)	5.7	6.4	7.2	7.9	0.25	8.0	125	31.25
			Net working capital
			(in % of sales)	16.30	16.10	15.90	15.70	0.25	15.97	90.60	22.70
		Individual
		targets						0.25		125	31.26
								100%			116.46	190,000	221,274
	Wilfried Trepels CFO	contract.	Due to Mr Wilfried Trepels joining the company on 16 May 2022, an actual target achievement of 100% for the pro rata financial year 2022 was set at the start of the

Inka Koljonen 1

CFO Due to the resignation of Inka Koljonen as of January 1, 2022, no new targets were agreed upon.

¹ Based on a setlement agreement due to resigna�on on January 31, 2022.

² Will Reduced by 5% based on voluntary waiver under the collec�ve agreement to secure future viability.

STI overall target achievement 2023

To our Shareholders Remuneration Report 2023				50%	75%	100%	125%	Weighting	Actual target achieve ment	Target achieve ment in %	Weighted value	Target amount in EUR	Payout amount in EUR
Remuneration Report 2023 Report of the Independet Auditor on	Alexander Geis	Company	Group sales (EUR
the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG	CEO	targets	million)	1,755.5	1,809.8	1,865.8	1,921.8		0.25 2.106.170	125	31,25
Combined Management Report			Adjusted EBIT margin (in % of
Consolidated Financial Statements			sales) Net working	7.0	7.5	8.0	8,5	0.25	9,60	125	31,25
Additional Information			capital (in % of sales)	18.3	17.8	17.3	16.8	0.25	14,82	125	31,25
		Individual
		targets	Post Merger Integration (PMI) of Haldex					0.075		125	9,38
			Development of ESG-adequate training material and mandatory
	SuccessFactors training for all employees							0.075		125	9,38
			Fulfillment of the audit obligation in accordance with the CSRD-Report							100	10,00
								100%			122,51	355.500	435.523 ¹

	Frank Lorenz-Dietz CFO	Company targets	Group sales (EUR million)	1,755.5	1,809.8	1,865.8	1,921.8	0.25	2.106.170	125	31,25
			Adjusted EBIT margin (in % of sales)	7.0	7.5	8.0	8.5	0.25	9,60	125	31,25
			Net working capital (in % of
			sales)	18.3	17.8	17.3	16.8	0.25	14,82	125	31,25
		Individual targets	Post Merger Integration (PMI) of Haldex					0.075		125	9,38
			SAP-Hana-Integration							125	9,38
			Fulfillment of the audit obligation in accordance with the CSRD-Report					0.10		125	10,00
								100%			122,51	200.000	245.020 ¹
	Wilfried Trepels CFO	contract.	Due to the departure of Mr Wilfried Trepels on 31 March 2023, an actual target achievement of 100% for the pro rata financial year 2023 was fixed at the end of the
	Dr. André Philipp COO		Due to the departure of Dr André Philipp on 30 June 2023, an actual target achievement of 100% was set for the pro rata financial year 2023 at the end of the contract.

¹ Reduced by 5 % due to voluntary waiver under the future collec�ve agreement.

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

Long-term variable remuneration (LTI)

Basic structure

The long-term variable remunera�on, or LTI, is a share-based variable remunera�on component aimed at increasing the company's long-term value and aligning the interests of the management and execu�ves with the interests of the shareholders of SAF-HOLLAND SE in the long-term. This takes the form of a Performance Share Unit Plan (PSUP), introduced in 2013, which considers both the company's performance and its share price development. The LTI also includes an ESG target, which is consistent with the provisions of the German Corporate Governance Code. The financial targets are weighted at 80%, and the ESG target is weighted at 20%. The PSUP s�pulates a performance period of four years. With the help of the PSUP, the interests of the Management Board members are to be aligned even more clearly with those of the shareholders with respect to a sustainable increase in the company's value. The PSUP also ensures the long-term commitment of the Management Board members to the company and increases their mo�va�on.

The number of virtual shares at the beginning of the performance period is determined by dividing the respec�ve endowment by the average share price in the last two months of the year preceding the grant. Upon expira- �on of the performance period, the number of virtual shares granted is adjusted by mul�plying it by a target achievement factor. The target achievement factor is the ra�o of the company's average performance (adjusted EBIT margin) during the performance period versus the average target value previously set for the performance period. The long- term variable remunera�on is paid out with the payroll on the basis of the audited Consolidated Financial Statements.

The amount of the par�cipants' payment en�tlement is determined by mul�plying the virtual shares with the average share price during the last two months of the performance period and the target achievement factor.

The calculation of the PSUP payout is as follows:

The prerequisite for exercising value apprecia�on rights is the achievement of a defined performance target. The performance target has been met when the Group has achieved an average minimum opera�ng performance measured by the performance indicator "adjusted EBIT margin" during the en�tlement period. A level of target achievement that is below 70% results in a target achievement factor of "0" and no payout.

Target achievement

A poten�al payment may be temporarily withheld by the Supervisory Board should imminent or urgent financial factors at SAF-HOLLAND SE and/or a Group company make the payment impossible. Generally, the Supervisory Board is allowed to suspend or terminate the LTI plan at any �me. Rights under plans already granted cannot be subsequently changed without the par�cipant's consent.

The maximum payout under the terms of the PSUP is 200% of the grant (maximum value) in each case. This cap, in conjunc�on with the fixed base salary and the upper limit for short-term variable remunera�on of 125%, cons�tutes the maximum limit of remunera�on for Management Board members.

If a Management Board member leaves the company prior to the expira- �on of the performance period as a result of death, disablement, disability or reaching the contractually agreed re�rement age, the member or their surviving dependents will receive any poten�al payout on a pro rata basis on the due date for the payment.

The loss of all rights under the PSUP occurs only in the case of extraordinary termina�on by the company. In the event of termina�on of the employment contract for any other reason, payment shall be made at the �me of payment in the amount that the Management Board member would have been en�tled to at the �me of payment. This determina�on of the amount takes any pro rata reduc�on into account. In devia�on from the above regula�on, in the case of Alexander Geis, the virtual shares allocated for the years 2019, 2020 and 2021 are vested. This means that they are not reduced on a pro rata basis in the event the employment contract is terminated before the end of the respec�ve assessment period.

Grants in fiscal year 2023

The LTI plan granted in 2023 is based on the following performance indicators (basis: mid-term planning 2023):

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

Performance period 2023 – 2026

Average target: Adjusted EBIT margin	8.7
Average share price (issue price)	EUR 8.90
Sustainability target	CO2 reducton by 10%

Grants (target amount divided by the issue price)

	Target amount in EUR thousand	No. of shares granted
Alexander Geis	507	56,929
Frank Lorenz-Dietz	220	24,719
Wilfried Trepels	0	0
Dr. André Philipp	0	0

	100%
	target
	achieve		Target		Target
	ment in	No. of	achieve	Grant price	achievement	Target
	EUR	shares	ment	Nov./Dec.	in EUR	achievement
	thousand	granted	factor	2022	thousand	in %
Alexander
Geis	340	27,575	0.8845	8.90	217	64
Frank
Lorenz					Due to entry on January 1, 2023, there is no entitlement to the Performance
Dietz	Share Unit Plan 2019-2022.
Wilfried					Due to entry on February 15, 2022 there is no entitlement the Performance
Trepels	Share Unit Plan 2019-2022.
André
Philipp	170	13,788	0.8845	8.90	109	64

Target achievement and payout in 2023

The following overview shows the relevant indicators for the LTI plan allocated in 2019, the corresponding target achievement and the resul�ng payout amount in 2023:

Calculation of LTI – PSUP 2019

	2019	2020	2021	2022	Average
Earnings
Adjusted EBIT margin	6.20%	6.10%	7.50%	8.00%	6.95%
Share price Nov./Dec. 2017 2018	12.33
PSUP target 2019	7.46%
Target achievement	93.16
Target achievement factor	88.45

70% target achievement = 50% bonus

Supplementary clauses

Malus and clawback clauses

The Supervisory Board is permited to take extraordinary developments and events appropriately into account. In such cases, the employment contracts of Management Board members provide for malus and clawback clauses. These largely concern the performance-based variable remunera- �on components and, above all, the LTI. En�tlements to remunera�on may be cancelled in jus�fied cases (malus). Alterna�vely, there is the op�on to reclaim a payment already made (clawback). The malus or clawback provision can apply when a Management Board member inten�onally breaches a material duty and this breach of duty meets the defini�on of a "gross breach of duty," jus�fying the member's dismissal from the Management Board (Sec�on 84 (3) of the German Stock Corpora�on Act (AktG).

In fiscal year 2023, the Supervisory Board did not see any reason to make use of the op�ons to reduce the variable remunera�on components, claw them back, or waive them en�rely.

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

Post-contractual non-compete clause

Mr Geis' contract contains a post-contractual non-compe��on clause, which prohibits him from providing services to or for a compe�tor for a period of one year a�er leaving the company. He will receive compensa�on for this in accordance with Sec�on 74 (2) HGB in the amount of 50% of the contractual services last received.

A contractual non-compe��on clause generally applies to all members of the Management Board during the terms of their contracts.

Severance clause

In the event of the early termination of the employment contract due to revocation of the appointment or any other cause of early termination, the decision of whether or not to grant a severance payment is at the company's discretion. Severance payments are always limited to a maximum of two years' total remuneration (i.e., annual base salary, short-term variable remuneration [STI] and long-term variable remuneration [LTI]). The calculation of the fixed annual remuneration is based on either the previous or the current year. When determining variable remuneration (STI and LTI), the amount of variable remuneration granted in the past fiscal year is to be used as a basis.

If the contract with a Management Board member is terminated for good cause for which the member is responsible or terminated at the request of the member, no severance payment shall be made.

When severance payments are made, they are to be credited against the non-compe��on compensa�on.

Disclosures on third-party benefits

No benefits were promised or granted to the members of the Management Board by third par�es in 2023.

Change of control

In the event of a change of control, every member of the Management Board has the right once to resign from office by observing a three-month notice period to the end of the respective month and to terminate the service contract on that same date. This extraordinary right of termination only exists within one month of the date on which the Management Board member becomes aware that a change of control has actually taken place. In the event of premature termination of the service contract due to a change of control, the Management Board member has no entitlement to severance pay.

Share ownership guidelines

The Execu�ve Board is contractually obliged to purchase and hold shares in the company in the amount of a fixed annual salary. Virtual shares under the LTI programme are credited at 50% and shares already acquired by the company are credited at 100%. The build-up can take place within 48 months in four equal annual instalments. The corresponding regula�ons are contained in the so-called Share Ownership Guidelines. As a result, the interests of the Management Board and the shareholders are further aligned and the sustainable and long-term development of SAF HOLLAND is addi�onally rewarded.

In the view of the Supervisory Board, the exis�ng LTI program fulfils the requirements of comparable Share Ownership Guidelines for the following reasons: (1) The performance of the virtual shares corresponds to the share price development. (2) The members of the Execu�ve Board do not have freedom of choice regarding the investments from their remunera- �on, but are obliged to invest in the virtual shares. (3) Due to the annual award and the four-year performance period, the value of the virtual shares held a�er a four-year build-up phase is at least equal to that of an annual base salary of a member of the Execu�ve Board.

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

REMUNERATION GRANTED AND DUE

The following table presents the individual remunera�on granted and due to the current members of the Management Board in fiscal year 2023 pursuant to Sec�on 162 (1) sentence 2 no. 1 of the German Stock Corpora�on Act (AktG).

					Alexander Geis			Frank Lorenz-Dietz					Wilfried Trepels	André Philipp
								Ordinary member of the				Ordinary member of the				Ordinary member of the
				Chairman of the Management Board				Management Board				Management Board from May 16,		Management Board from January 1,
				since February 26, 2019		since January 1, 2023						2022, to March 31, 2023				2019, to June 30, 2023
			2022		2023		2022		2023		2022		2023		2022		2023
		In EUR		In EUR		In EUR		In EUR		In EUR		In EUR		In EUR		In EUR
		thou sand	in %	thou sand	in %	thou sand	in %	thou sand	in %	thou sand	in %	thou sand	in %	thou sand	in %	thou sand	in %
Non-perfor	Base salary	734	59	795	56			390	90	244	90	98	21	375	52	72	13
	mance-based Fringe benefits	30	2	37	3			43	10	26	10	10	2	34	5	9	2
remuneration	Other remu neration ⁴											125 ²	26			130 ⁴	24
Total		764	61	832	59	0	0	433	100	270	100	233	49	409	57	211	39
One-year var iable remu	STI 2021	393	31							0	0			226	31
neration	STI 2022			360	26			0	0							221	41
	STI 2023											50 ³	11
Multi-year	LTI 2018 – 2021	92	8							0	0			92	12
variable remuneration	LTI 2019 – 2022			217	15			0	0							109	20
	LTI 2022 & 2023											193 ³	40
Total		485	39	577	41	0	0	0	0	0	0	243	51	318	43	330	61
Total
remuneration		1,249	100	1,409	100	0	0	433	100	270	100	476	100	727	100	541	100

¹ Including the amount deducted based on a voluntary waiver under the collec�ve agreement to secure future viability.

² According to the service contract, Mr. Trepels receives a fixed target achievement of 100% for the pro rata financial year 2022.

³ Due to the resigna�on of Mr Wilfried Trepels on March 31, 2023, the STI claims 2023 as well as the LTI claims 2022 and 2023 were setled on a lump sum basis.

⁴ Due to Mr. André Philipp´s resigna�on from office on March, 2023 the remunera�on from this point on will be presented as "other remunera�on".

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

SUPERVISORY BOARD REMUNERATION

The currently valid remunera�on paid to the members of the Supervisory Board is governed by Ar�cle 16 of the Ar�cles of Associa�on of SAF-HOLLAND SE. It has been in force since the company's Annual General Mee�ng on May 23, 2023, at which the proposed system of remunera�on for Supervisory Board members and the proposed amendment to Sec�on 16 of the Ar�cles of Associa�on were approved by a majority of 99.97%. The remunera�on of the Supervisory Board is designed as purely fixed remunera�on and is commensurate with the tasks of the Supervisory Board and the situa�on of the company. No performance-related or share-based remunera�on components are granted.

Remuneration of the Supervisory Board

Under the current remunera�on system, the members of the Supervisory Board receive fixed annual remunera�on and the members of the Audit Commitee and the Nomina�on and Remunera�on Commitee receive addi�onal remunera�on for their work on the respec�ve commitees. The Chair and Deputy Chair of the Supervisory Board as well as the Chair of the Audit Commitee and other commitees receive addi�onal remunera�on. The remunera�on of the Supervisory Board is as follows:

FIXED REMUNERATION OF THE SUPERVISORY BOARD
Chairman EUR 120,000		Deputy Chairman EUR 70,000	Member EUR 50,000
COMMITTEE WORK REMUNERATION
Audit Committee		Nomination and Remuneration Committee
Chairman EUR 25,000	Member EUR 10,000	Chairman EUR 20,000	Member EUR 7,500

The remunera�on system therefore takes the greater �me commitment of the Chairman and his deputy into account. The increased �me required for commitee work, both for their chairmen and their members, is also appropriately reflected in the remunera�on.

For their par�cipa�on in mee�ngs of the Supervisory Board, members receive an atendance fee of EUR 1,000.00 per mee�ng. For their par�cipa- �on in a commitee mee�ng, members receive an atendance fee of EUR 500.00 per mee�ng. The atendance fee is only paid once for several mee�ngs held on the same day. Atendance of a mee�ng also includes attendance of a mee�ng held by telephone or video conference or par�cipa- �on in a mee�ng by telephone or video conference.

The company shall ensure that liability insurance exists for the benefit of the Supervisory Board members. In addi�on to the remunera�on described in the above paragraphs, the company shall reimburse Supervisory Board members for any expenses reasonably incurred in the exercise of their Supervisory Board mandate and any value-added taxes payable on their remunera�on and expenses.

Supervisory Board members who are members of the Supervisory Board or one of its commitees or hold the office of chair or deputy chairperson for only part of the fiscal year shall receive the appropriate remunera�on on a pro rata basis. This also applies to the remunera�on for the chairpersons of commitees.

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

The remuneration is paid after the end of the Annual General Meeting that receives the Consolidated Financial Statements for the fiscal year for which the remuneration is paid or decides on their approval. The remuneration for the financial year 2022 was paid in 2023, the remuneration for the financial year 2023 will therefore be paid after the Annual General Meeting 2024.

No advances or loans were extended to Supervisory Board members or to former Supervisory Board members in 2023.

Remuneration granted and owed to the Supervisory Board in 2023 (in EUR thousand) for the 2022 financial year

The total remunera�on of the Supervisory Board members for 2023 amounted to EUR 442,897.00 (previous year: EUR 378,900.00).

The presenta�on of the Supervisory Board remunera�on for 2023 now follows the concept of the payment-oriented view, analogous to the presenta�on of the Execu�ve Board remunera�on, and is distributed among the individual members as follows:

	Components of total remuneration												Total remuneration
			Fixed remuneration of Supervisory Board as a whole (% of total remuneration)				Committee work remuneration (% of total remuneration)			Attendance fees (% of total remuneration)
Supervisory Board
member	2023	in %	2022	in %	2023	in %	2022	in %	2023	in %	2022	in %	2023	2022
Dr. Martin
Kleinschmitt	100.0	83%	100.0	87%	10.0	8%	0.0	0%	10.5	9%	15.0	13%	120.5	115.0
Martina Merz ¹	56.9	83%	60.0	83%	4.7	7%	0.0	0%	7.0	10%	12.0	17%	68.6	72.0
Carsten Reinhardt	40.0	75%	40.0	77%	5.3	10%	0.0	0%	8.0	15%	12.0	23%	53.3	52.0
Ingrid Jägering	40.0	59%	40.0	58%	20.0	29%	20.0	29%	8.0	12%	9.0	13%	68.0	69.0
Matthias Arleth	40.0	58%	40.0	58%	20.0	29%	20.0	29%	8.5	12%	9.0	13%	68.5	69.0
TOTAL	276.9	73%	280.0	74%	60.0	16%	40.0	11%	42.0	11%	57.0	15%	378.9	377.0

¹ Propor�onate calcula�on due to the departure ate the end of December 12, 2022.

Remuneration granted and owed to the Supervisory Board in 2024 (in EUR thousand) for the 2023 financial year

To our Shareholders Remuneration Report 2023

Remuneration Report 2023 Report of the Independet Auditor on

the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

Supervisory Board member	Fixed remuneration of Supervisory Board as a whole (% of total	Committee work remuneration (% of total remuneration)				Components of total remuneration Attendance fees (% of total remuneration)				Total remuneration
	2024	in %	2023	remuneration) in %	2024	in %	2023	in %	2024	in %	2023	in %	2024	2023
Dr. Martin
Kleinschmitt	120,0	82 %	100,0	83 %	17,5	12 %	10,0	8 %	8,5	6 %	10,5	9 %	146,0	120,5
Martina Merz ¹	‐	‐	56,9	83 %	‐	‐	4,7	7 %	‐	‐	7,0	10 %	‐
Ingrid Jägering	70,0	68 %	40,0	59 %	25,0	24 %	20,0	29 %	7,5	7 %	8,0	12 %	102,5
Carsten Reinhardt	50,0	73 %	40,0	75 %	11,0	16 %	5,3	10 %	7,5	11 %	8,0	15 %	68,5
Matthias Arleth	40,0	58 %	40,0	58 %	20,0	29 %	20,0	29 %	8,5	12 %	9,0	13 %	68,5	69,0
Jurate Keblyte	37,4	75 %	‐	‐	6,5	13 %	‐	‐	6,0	12 %	‐	‐	49,9
TOTAL	327,4	74 %	276,9	73 %	80,0	18 %	60,0	16 %	35,5	8 %	42,0	11 %	442,9	378,9

¹ Propor�onate calcula�on due to the departure ate the end of December 12, 2022.

² Pro rata temporis calcula�on due to entry on 03.04.2023.

OUTLOOK FOR FISCAL YEAR 2024 FROM A REMUNERATION PERSPECTIVE

MANAGEMENT BOARD REMUNERATION

As resolved at the 2023 Annual General Mee�ng, the maximum remunera‐ �on will be adjusted in 2024. Furthermore, the upper and lower limits for target achievement under the short‐term incen�ve (STI) are to be changed so that a target achievement level of 75% to 150% is possible in the future. In addi�on, the appropriateness of the Management Board's remunera�on will be reviewed again by an external consultant in 2024. The level of possi‐ ble target achievement within the scope of the STI will also be adjusted to allow for a target achievement level of 75%‐150% in the future.

LTI sustainability criteria

As a non‐nancial target the LTI – Performance Period 2024‐2027: 4 years plan ‐ that a 10% reduc�on in CO2 emissions in the EMEA region compared to 2024 has been achieved in four years.

SUPERVISORY BOARD REMUNERATION

On March 24, 2023, the members of the Supervisory Board have made a voluntary commitment to purchase shares. This voluntary commitments�p‐ ulates that in the rst ve years of their membership on the Supervisory Board, the members of the Supervisory Board will each acquire SAF‐HOLLAND SE shares for 20% of their annual xed remunera�on (basic remunera�on) and hold them for at least the dura�on of their membership. The voluntary commitment provides for a total of 100% of the xed remu‐ nera�on to be invested in shares over the ve‐year term. The rst share purchase of 20% for the 2022 nancial year. The second share purchase for the 2023 nancial year will take place a�er the 2024 Annual General Meet‐ ing. With this voluntary commitment, the members of the Supervisory Board want to create a further element for aligning their interests with the long‐term corporate success of SAF‐HOLLAND SE.

Remuneration Report 2023

Remuneration Report 2023

Report of the Independet Auditor on the Formal Audit of the Remuneration Report persuant to § 162 Abs. 3 AktG

Combined Management Report

Consolidated Financial Statements

Additional Information

REPORT OF THE INDEPENDENT AUDITOR ON THE FORMAL AUDIT OF THE REMUNERATION REPORT PURSUANT TO § 162 ABS. 3 AKTG

To SAF‐HOLLAND SE, Bessenbach

OPINION

We have formally audited the remunera�on report of the SAF‐HOLLAND SE, Bessenbach, for the nancial year from January 1 to December 31, 2023 to determine whether the disclosures pursuant to § [Ar�cle] 162 Abs. [paragraphs] 1 and 2 AktG [Ak�engesetz: German Stock Corpora�on Act] have been made in the remunera�on report. In accordance with § 162 Abs. 3 AktG, we have not audited the content of the remunera�on report.

In our opinion, the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the accompanying remuneration report. Our opinion does not cover the content of the remuneration report.

BASIS FOR THE OPINION

We conducted our formal audit of the remunera�on report in accordance with § 162 Abs. 3 AktG and IDW [Ins�tut der Wirtscha�sprüfer: Ins�tute of Public Auditors in Germany] Audi�ng Standard: The formal audit of the remunera�on report in accordance with § 162 Abs. 3 AktG (IDW AuS 870 (09.2023)). Our responsibility under that provision and thatstandard isfur‐ ther described in the "Auditor's Responsibili�es" sec�on of our auditor's report. As an audit rm, we have complied with the requirements of the IDW Quality Management Standard: Requirements to quality manage‐ ment for audit rms [IDW Qualitätsmanagementstandard ‐ IDW QMS 1 (09.2022)]. We have complied with the professional du�es pursuant to the Professional Code for German Public Auditors and German Chartered Au‐ ditors [Berufssatzung für Wirtscha�sprüfer und vereidigte Buchprüfer ‐ BS WP/vBP], including the requirements for independence.

RESPONSIBILITY OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

The management board and the supervisory board are responsible for the prepara�on of the remunera�on report, including the related disclosures, that complies with the requirements of § 162 AktG. They are also respon‐ sible for such internal control as they determine is necessary to enable the prepara�on of a remunera�on report, including the related disclosures, that is free from material misstatement, whether due to fraud (i.e., fraud‐ ulent nancial repor�ng and misappropria�on of assets) or error.

AUDITOR'S RESPONSIBILITIES

Our objec�ve is to obtain reasonable assurance about whether the infor‐ ma�on required by § 162 Abs. 1 and 2 AktG has been disclosed in all ma‐ terial respects in the remunera�on report and to express an opinion thereon in an auditor's report.

We planned and performed our audit to determine, through comparison of the disclosures made in the remunera�on report with the disclosures required by § 162 Abs. 1 and 2 AktG, the formal completeness of the re‐ munera�on report. In accordance with § 162 Abs 3 AktG, we have not au‐ dited the accuracy of the disclosures, the completeness of the content of the individual disclosures, or the appropriate presenta�on of the remuner‐ a�on report.

Frankfurt am Main, March 8, 2024

PricewaterhouseCoopers GmbH Wirtscha�sprüfungsgesellscha�

Stefan	Richard
Hartwig	Gudd
Wirtscha�sprüfer	Wirtscha�sprüfer
(German	(German
Public	Public
Auditor)	Auditor)

Combined Management Report

Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events

Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements
Additional Information

FUNDAMENTAL INFORMATION ABOUT THE GROUP

BUSINESS MODEL

The SAF-HOLLAND Group together with its Group companies is one of the world's leading manufacturers and suppliers of chassis-related assemblies and components for trailers, trucks and buses based on market share.

The Group's business model addresses a range of key customer issues ranging from op�mizing the total cost of ownership – which includes all recurring and non-recurring costs, as well as direct and indirect purchase costs – to other topics such as digitaliza�on, electrifica�on, autonomous driving, traffic safety and sustainability. The SAF-HOLLAND Group's lightweight solu- �ons offer weight savings and can therefore help reduce the CO² emissions of truck and trailer combina�ons. By combining mechanics with sensors and electronics, SAF-HOLLAND is advancing the digital networking of commercial vehicles and logis�cs chains.

The Group generated 55.1% of its sales in fiscal year 2023 with trailer manufacturers (trailer OEMs). The specifica�ons of axle and suspension systems of the trailer are generally set by the fleet operators themselves, who are the end customers. By maintaining direct contact and exchanging regularly with these end customers, SAF-HOLLAND ensures that the Group's products and solu�ons keep pace with its customers' changing requirements. The Group's business with truck manufacturers (truck OEMs) in fiscal year 2023 accounted for 13.7% of Group sales.

In addi�on to the original equipment business, the a�ermarket business represents another important pillar of the business model, contribu�ng 31.2% to Group sales in 2023. The SAF-HOLLAND Group serves customers through a global network of roughly 12,000 spare parts and service sta�ons, dealers and workshops. The prompt supply of spare parts is one of the key criteria sought by fleet operators when selec�ng suppliers and acts as a barrier to entry for poten�al compe�tors. The a�ermarket business primarily depends on the product popula�on in the market and the wear and tear of the components, making it largely independent of the investment decisions of fleet operators in the original equipment business. This provides SAF-HOLLAND with somewhat of a cushion from cyclical fluctua�ons, contribu�ng significantly to the resilience of its business model and helping it achieve sustainable opera�ng profitability, even in economically difficult �mes, such as during the COVID-19 pandemic in 2020.

LOCATIONS

At the end of 2023, the SAF-HOLLAND Group was opera�ng a total of 25 produc�on plants in North and South America, Europe and Asia. In addi�on to plants in its core markets, Europe and North America, SAF-HOLLAND also maintains produc�on facili�es in India, Brazil, Turkey, and China. In January 2024, SAF-HOLLAND opened another loca�on in Piet-ras Negras/Mexico for the produc�on of fi�h wheel systems. The main development ac�vi�es are concentrated at the loca�ons in Bessenbach/Germany, Landskrona/Sweden, Mira/United Kingdom and Muskegon/USA.

PRODUCT PORTFOLIO

The product range consists in par�cular axle and suspension systems and landing gear for trailers for trailers, fi�h wheels for trucks, and brake and air suspension systems for trailers and trucks, all of which are marketed under various brands.

SAF-HOLLAND'S Product Brands

Haldex became a product brand of SAF-HOLLAND on February 21, 2023.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements
Additional Information

MARKETS AND COMPETITIVE SITUATION

In its core markets of Europe and North America, SAF-HOLLAND is ac�ve mainly in the mid-range and premium segments. Other important sales markets for the Group include Brazil, India and Australia. Brazil is the largest sales market in South America. For many customers in Brazil, the requirements for efficiency, safety and environmental friendliness can s�ll differ significantly from those in advanced economies. Therefore, SAF-HOLLAND's focus in these markets is predominantly on the premium segments. India, however, is an excep�on. Here the Group focuses specifically on mee�ng customer demand for very durable and reliable products in the mid- to upper-price segments.

In Europe and North America, the supplier markets have an oligopolis�c compe��ve structure. SAF-HOLLAND is one of the three leading suppliers in each of the product segments of importance to the Group: trailer axles and fi�h wheels as well as brake systems, suspensions and air control systems. In Europe, SAF-HOLLAND is the market leader in axles and suspension systems for trailers and, in North America, it is the market leader for fi�h wheels and trailer disc brake axles, and a leading supplier for landing gear and kingpins. With its Group brand Haldex, SAF-HOLLAND is the leading supplier of air suspension systems in Europe as well as brake adjusters in Europe and North America. SAF-HOLLAND is also the market leader in India for trailer axles following its acquisi�on of the York Group in 2018. By acquiring Haldex AB in fiscal year 2023, SAF-HOLLAND strengthened its posi�on as a leading provider of one-stop-shop solu�ons in the commercial vehicle industry. Today, SAF-HOLLAND offers a comprehensive product segment for trailers and trucks that is always adapted to the requirements of the respec- �ve market.

ECONOMIC AND REGULATORY FACTORS

In addi�on to globaliza�on and sustainability, the following four megatrends are also major drivers of the transport and logis�cs sector:

Electrifica�on
Digitaliza�on
Automated Driving
Traffic Safety

GLOBALIZATION

The transport and logis�cs sector is a growth industry, with road transport playing an important role. Factors such as global popula�on growth, advancing urbaniza�on, emerging economies' increasing industrializa�on, rising disposable incomes and, lastly, global gross domes�c product growth, posi- �vely influence the demand for trailers and trucks.

SUSTAINABILITY

Due to the CO² emissions of road freight transport, the transport and logis- �cs sector is facing increasing pressure from regulatory authori�es, but also from consumers and investors. The focus is specifically on reducing fuel consump�on, exhaust gas and brake dust emissions, and the mechanical stress on the roads. This increases the need for weight-reduced components in par�cular. The quest for greater economic efficiency, the vision of emissionfree ci�es with quieter vehicles, and the concept of a "zero-carbon footprint" are crea�ng growing demand for alterna�ve drive concepts and leading the shi� towards electric mobility.

ELECTRIFICATION

With the increasingly stringent regulatory and CO² reduc�on requirements, electrifica�on stands out as the key technology in the transport and logis�cs sector. In these fields, SAF-HOLLAND is an important partner for its customers to support them with the electrifica�on of their fleets.

Next to the electrifica�on of the tractor drive train, the focus is also on the electrifica�on of trailer axles. Key solu�ons in this area include intelligent electric recupera�on systems based on integrated brake control. A highvoltage generator unit in the SAF TRAKr recupera�on axle converts the kine�c energy of the vehicle into electrical energy during braking or in overrun phases. This energy can be temporarily stored in a batery or supply the auxiliary consumers in the trailer, such as cooling, hea�ng or tail li�, during the drive. The SAF TRAKr is par�cularly well suited for use in refrigerated vehicles in which the cooling units are operated fully electrically. This helps to reduce fuel consump�on and CO² emissions.

An overview of SAF-HOLLAND's innova�ve solu�ons in response to these megatrends can be found in the comments on research and development in the chapter en�tled "Non-financial Aspects," star�ng on page 74.

To our Shareholders Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

DIGITALIZATION

Connec�vity solu�ons (including telema�cs systems) for trucks and trailers are a key element of digitaliza�on in the transport and logis�cs sector as they enable fleet operators to analyze vehicle performance in detail. Vehicle connec�vity helps to op�mize up�me and capacity u�liza�on as well as costs for repairs and maintenance (keyword: predic�ve maintenance) and therefore the total cost of ownership for trailers and trucks.

AUTOMATED DRIVING

The megatrend of autonomous driving also essen�ally originates from the goal to achieve ever-greater efficiency and CO² savings. The rising shortage of drivers in the transport and logis�cs sector is also making increased automa�on inevitable in the long term.

SAF-HOLLAND is se�ng standards in this area for both the mechanical interface and the intelligent communica�on between the tractor and the trailer. SAF-HOLLAND SHAC, an automated coupling system, is paving the way to fully automated driving in the future.

TRFAFFIC SAFETY

In the area of safety, regulatory requirements play a key role for the industry. Legal regula�ons can lead to more stringent safety requirements. In China, for example, new requirements for hazardous goods transport introduced in 2020 promote the use of disc brakes. In addi�on to economic advantages, disc brake technology offers a shorter braking distance compared to drum brakes. In India, legal regula�ons permit higher payloads when air suspension systems are used on trailers. These examples show the par�cularly strong influence regulatory requirements can have on the demand for weight-reduced and safety-relevant components. This also applies to the use of �re pressure infla�on systems. In Europe, such systems, which inform the driver of a loss of pressure in the �re, will become mandatory in trailers from July 2024 due to the amendment of the UN ECE R 141 regula�on. The SAF-HOLLAND Group has developed the SAF TIRE PILOT I.Q system, which permanently monitors the �re pressure and inflates the �re automa�cally if necessary. The so�ware-controlled system thus helps save fuel and reduce �re wear.

SEGMENTS

SAF-HOLLAND's opera�ng business is divided into three regions, which form the reportable segments as defined by the Interna�onal Financial Repor�ng Standards (IFRS):

EMEA (Europe, Middle East and Africa)
Americas
APAC (Asia Pacific)

The regions cover both the original equipment and the a�ermarket businesses. Each segment is fully responsible for its own results and has the necessary resources to carry out its opera�onal ac�vi�es.

LEGAL STRUCTURE OF THE GROUP

SAF-HOLLAND SE is the parent company of the SAF-HOLLAND Group. The company has its headquarters in Bessenbach, near Aschaffenburg, Germany. It acts as the Group's holding company and is responsible for the strategic management of the business ac�vi�es. In addi�on, Group-wide central func�ons such as Group Finance, Group Accoun�ng and Controlling, Internal Audit, Legal and Compliance, Human Resources, IT as well as Investor Rela�ons, ESG and Corporate Communica�ons are centrally organized and are the direct responsibility of the Management Board.

SAF-HOLLAND SE holds 100% of SAF-HOLLAND GmbH and Haldex AB, which in turn hold the interests in all regional subsidiaries and majority shareholdings. As of December 31, 2023, SAF-HOLLAND SE held direct or indirect interests in 67 companies that belong to the SAF-HOLLAND Group and are fully consolidated.

Investments in associates and joint ventures are included in the Consolidated Financial Statements using the equity method. These include Castmetal FWI S.A. and SAF-HOLLAND Nippon Ltd., in which SAF-HOLLAND Inc. holds 34.1% and 50% respec�vely, as well as Haldex FAST, in which Haldex AB holds a 49% interest.

To our Shareholders Remuneration Report 2023 Combined Management Report Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

CHANGES IN THE GROUP STRUCTURE

Following the clearance of the Polish antitrust authority on February 21, 2023, the acquisition of Haldex AB was completed and the company was included in the scope of consolidation of the Group. As a result, 31 other companies in which Haldex AB held sole or majority interests were included in the scope of consolidation of SAF-HOLLAND SE for the first time as of this date.

In addi�on, the following changes under company law were recorded in fiscal year 2023:

In April 2023, SAF-HOLLAND Inc. acquired the remaining 49% of the shares in PressureGuard LLC. Haldex GmbH was merged into SAF-HOLLAND GmbH in September 2023. KLL Equipamentos para Transporte Ltda. was merged into SAFH do Brasil in December 2023. Haldex Brake Products AB was merged into Haldex AB in December 2023.

The companies SAF-HOLLAND India Pvt. Ltd. and SAF-HOLLAND Hong Kong Ltd. were liquidated in the course of 2023.

An overview of the legal structure of the SAF-HOLLAND Group as of December 31, 2023, is shown in the following diagram. A presenta�on of all SAF-HOLLAND Group companies can be found in the Consolidated Financial Statements on page 180 et seq.

GROUP MANAGEMENT

As a European company (Societas Europaea, SE), SAF-HOLLAND SE has a dual board structure consis�ng of a Management Board and a Supervisory Board. The Management Board is responsible for managing the company's affairs and is advised and monitored by the Supervisory Board.

Informa�on on the composi�on of the Management Board and Supervisory Board, including changes in their composi�on in fiscal year 2023 and the alloca�on of responsibili�es, can be found in the Corporate Governance Statement that is available in the Corporate Governance sec�on on the company's website at htps://corporate.sa�olland.com/en/cgs. In addi�on to the Declara�on of Compliance in accordance with Sec�on 161 of the German Stock Corpora�on Act (AktG), a descrip�on can be found of the working prac�ces of the Management Board and the Supervisory Board, as well as informa�on on the key corporate governance prac�ces and an explana- �on of the diversity concept followed by SAF-HOLLAND.

KEY PERFORMANCE INDICATORS

INTERNAL GROUP CONTROL SYSTEM

The Management Board of SAF-HOLLAND SE primarily relies on financial key performance indicators to assess the current business performance and make decisions on its future strategy and investments.

Each year, SAF-HOLLAND prepares a medium-term 5-year plan in addi�on to an annual budget. A periodic forecast is also prepared regularly each quarter for the respec�ve fiscal year based on the Group's current business development.

The Management Board monitors the achievement of the financial performance indicators by means of a target/actual comparison and with the help of forecasts. The progress made in achieving the strategic goals is reviewed and analyzed regularly at Management Board mee�ngs.

A detailed presenta�on of the key performance indicators as well as other performance indicators and their development over the past fiscal year, can be found in the chapter "net assets, financial posi�on and results of opera- �ons," star�ng on page 57 of this report.

Fundamental Information about the Group

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Takeover-relevant Information and explanatory Report

Report on Economic Position

Risk and Opportunity Report

Corporate Governance Statement

Non-financial Aspects

Outlook

Sustainability

To our Shareholders Remuneration Report 2023 Combined Management Report

Consolidated Financial Statements

Additional Information

Subsequent Events

KEY PERFORMANCE INDICATORS

The following are the three key financial performance indicators used to manage the company:

— Sales

Adjusted EBIT margin (ra�o of earnings before interest and taxes, adjusted in par�cular for deprecia�on and amor�za�on of property, plant and equipment and intangible assets from purchase price alloca�ons, restructuring and transac�on costs as well as special IT costs, to sales)
Capex ra�o (ra�o of capital expenditure on property, plant and equipment and intangible assets to sales)

SAF-HOLLAND plans, calculates and monitors these three indicators at both the Group and the segment level. For the Group, the consolidated indicators at the Group level are of the greatest importance.

OTHER PERFORMANCE INDICATORS

SAF-HOLLAND uses other key performance indicators to assess its business performance for company management and financial repor�ng purposes. In contrast to the key indicators already men�oned, no forecast is issued for these other performance indicators. These indicators include:

Adjusted gross margin (ra�o of adjusted gross profit to sales)
Adjusted EBITDA margin (ra�o of earnings before interest, taxes, deprecia�on and amor�za�on of property, plant and equipment and intangible assets, adjusted for restructuring and transac�on costs, to sales)
Net working capital ra�o (ra�o of inventories and trade receivables less trade payables to sales of the last twelve months)
Net cash flow from opera�ng ac�vi�es
Cash conversion rate (ra�o of cash flow from opera�ng ac�vi�es before income taxes paid to EBITDA)
Opera�ng free cash flow (net cash flow from opera�ng ac�vi�es less investments in property, plant and equipment and intangible assets plus proceeds from the sale of property, plant and equipment)
Net financial debt (total interest-bearing loans and borrowings and lease liabili�es less cash and cash equivalents)
Leverage ra�o (ra�o of net financial debt to EBITDA)
Equity ra�o (ra�o of equity to total assets)
Return on capital employed (ra�o of adjusted EBIT for the last twelve months to total equity plus financial liabili�es (excl. refinancing costs, incl. lease liabili�es) plus pensions and similar obliga�ons less cash and cash equivalents)

There were no changes to the key performance indicators or other performance indicators compared to the previous year.

INDUSTRY AND COMPANY-SPECIFIC LEADING INDICATORS

In the view of SAF-HOLLAND, the key leading indicators specific to the company are order intake and the order backlog. These are tracked on a daily basis by the respec�ve Group companies and serve as an indica�on of the expected capacity u�liza�on and the probable development of sales and earnings.

In addi�on, the management constantly monitors and analyzes sta�s�cs and forecasts on the general economic development as well as on the development of the trailer and truck markets in the relevant countries and regions. Such sta�s�cs include produc�on and registra�on figures as well as order intake.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements

STRATEGY

STRATEGY 2025 FORMS THE ORIENTATION FRAMEWORK FOR THE COMPANY'S ACTIONS

SAF-HOLLAND's strategy is characterized by the vision of growing to become the most trusted and reliable partner in the commercial vehicle industry. SAF-HOLLAND wants to play a leading role in the transforma�on of mobility and accompany its customers on the path to a sustainable future.

In addi�on, the strategy defines the Group-wide goals for the long-term increase in company value by 2025 and includes:

Profitable sales growth
Adjusted EBIT margin improvement to around 8% no later than 2023
Stronger cash flow genera�on and a cash conversion rate of 50% to 60%
Reduc�on in the leverage ra�o (ra�o of net financial debt to EBITDA) to below 2x by the end of 2024
Average return on capital employed of around 15%

Thanks to the consistent implementa�on of the various strategic ini�a�ves, the financial targets set for 2025 were achieved early in some cases. Thanks to a strong customer focus, par�cularly in the Americas and APAC, profitability was increased further. As of the balance sheet date December 31, 2023, SAF-HOLLAND recorded an adjusted EBIT margin of 9.6%, significantly higher than targeted. At the same �me, sales increased by 34.6% to EUR 2,106.2 million. Cash flow amounted to EUR 202.7 million, corresponding to a conversion rate of 105.1%. SAF-HOLLAND was able to reduce the leverage ra�o (ra�o of net financial debt to EBITDA) to 1.8 at the end of 2023, one year earlier than forecast. The return on capital employed of 20.8% also showed a very posi�ve development.

With the acquisi�on of the Swedish company Haldex AB announced in July 2022 and completed in February 2023, SAF-HOLLAND has set itself new medium-term targets to be achieved by 2027:

Increase Group sales to EUR 2.4 billion to EUR 2.5 billion
Adjusted EBIT margin development in the range of 9.0% to 9.5% a range that should also be achievable in an average market cycle
Achievement of an ROCE of at least 15.0%
Reduc�on in the average capital �ed up in net working capital to 15.0% to 16.0% of sales
Maximum Capex ra�o of 3.0%

The implementation of the medium-term goals is based on five strategic pillars:

Growth and strategic op�miza�on of the product por�olio: Over the last few years, SAF-HOLLAND has con�nued to expand its global presence as well as its product por�olio. This was accomplished, among other measures, by acquiring KLL (Brazil), York (India), V.Orlandi (Italy), Axscend (Great Britain), PressureGuard (USA), the Stara Group (Finland/Sweden), IMS Limited (United Kingdom) and the IMS Group (Benelux).

With the comple�on of the acquisi�on of Haldex on February 21, 2023, SAF-HOLLAND created a leading system supplier for "Smart Trailers." The company now offers customers integrated solu�ons for axle and suspension systems, combined with telema�cs and EBS-based predic�ve maintenance func�ons, in addi�on to intelligent addi�onal func�ons such as an�-the� alarm systems and �re pressure monitoring – all from a single source.

Through Haldex, SAF-HOLLAND has gained extensive capabili�es in the technology areas of so�ware engineering, sensor technology and electronic control, paying heed to the megatrends of electrifica�on, autonomous driving and digitaliza�on.

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Fundamental Information about the Group Report on Economic Position Separate Financial Statements of SAF-HOLLAND SE (HGB) Non-financial Aspects Outlook Risk and Opportunity Report Sustainability Corporate Governance Statement Takeover-relevant Information and explanatory Report Subsequent Events

By combining the two companies' regional sales networks, cross-selling opportuni�es arise that are expected to generate added sales growth. Furthermore, the acquisi�on also strengthened SAF-HOLLAND's posi�on in the less cyclical global a�ermarket business.

In the years to come, the focus will be on op�mizing the joint global footprint, bundling Group-wide exper�se, realizing market share gains and increasing the sales contribu�on per vehicle (content per vehicle). In addi�on, greater economies of scale and ul�mately an increase in profitability are to be achieved. SAF-HOLLAND ini�ally expects the acquisi�on of Haldex to generate synergy poten�al of more than EUR 10 million per year. As part of a capital market event in January 2023, SAF-HOLLAND set the targets for the expected net synergies (a�er offse�ng transforma�on expenses) at EUR 10-12 million for 2023 and EUR 25-35 million for 2027.

Technology as a key driver of megatrends: To ensure the long-term success of the product and service por�olio, SAF-HOLLAND started at an early stage to address the three global innova�on trends of the commercial vehicle industry – digitaliza�on, electrifica�on and automated driving – in the two relevant product areas of axle and suspension systems and fi�h wheels. These include products that combine mechanics with sensors and electronics (TrailerMaster, for example), electrified axles (TRAKr and TRAKe axle family) as well as automated coupling systems (SAF-HOLLAND SHAC). Partnerships with other companies play an important role in these areas. In addi�on, global competence centers were set up for the core products to increase efficiency.

Global backbone: SAF-HOLLAND has further expanded its ac�vi�es in the Group-wide standardiza�on and harmoniza�on of processes and thus further developed and improved its corporate governance and compliance, the digitaliza�on of opera�onal processes and development ac�vi�es as well as its global infrastructure and management model. These efforts laid the founda�on for future product pla�orms, reinforced the Group's core knowhow and realized ongoing cost reduc�ons.

Opera�onal excellence: SAF-HOLLAND strives to steadily improve its business processes to maximize safety, quality, flexibility and quan�ty. This is accomplished while taking environmental protec�on and scarce resources into account. The health and safety of employees have the highest priority. The SAF-HOLLAND Opera�onal Excellence System "SAF-HOLLAND Way" supports these efficiency enhancements and implemented improvements and is closely interlinked with the financial targets. A key focus of this system is on the Group's interna�onal manufacturing network. The "SAF-HOLLAND Way" creates global guidelines and defines the focus for future development. The system defines the meaning of "best in class" and creates detailed step-by-step roadmaps for implementa�on, providing guidance and direc�on for aligning improvement ac�vi�es. The "SAF-HOLLAND Way" RoadMaps form the basis for company-wide standards in all its core areas.

Following the acquisi�on of Haldex AB and the new joint organiza�onal structure, the responsibility for implemen�ng the measures of the "SAF-HOLLAND Way" Opera�onal Excellence System now lies directly with the EMEA, Americas and APAC regions and the regional presidents.

Focus on employees: SAF-HOLLAND firmly believes that its future growth rests on a solid rela�onship with its stakeholders, coopera�ng with respect and a high level of integrity. To remain an atrac�ve employer, SAF-HOLLAND relies on a competent and commited workforce, invests in its employees, and encourages them to engage in lifelong learning. In addi�on to promoting employee commitment, employee reten�on and employee efficiency, the company is implemen�ng various measures aimed at increasing the share of female managers, which is low in the industry, as well as the overall share of female employees in the Group. The Group is also aiming to further increase employee training measures as a further component of Strategy 2025. Corresponding targets have been defined for this in the Human Resources department.

In addi�on, SAF-HOLLAND strives to develop responsibly sustainable products and solu�ons. The rapidly growing challenges that affect the environment and society require a clear objec�ve for the years ahead. SAF-HOL-LAND therefore integrates sustainability as an essen�al component of its company strategy and sets itself strategic sustainability goals.

	In addi�on to being closely linked to the company strategy, the sustainability strategy is derived from the SDGs (United Na�ons Sustainable Development Goals), the United Na�ons Global Compact and the annual materiality anal
To our Shareholders	ysis, among other criteria.
Remuneration Report 2023
Combined Management Report	In order to achieve its sustainability goals, SAF-HOLLAND is focusing on five
Fundamental Information about the Group	areas of ac�on:
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)	1. Net-zero emissions by 2050 at the latest
Non-financial Aspects
Outlook	2. Sustainable products and innova�ons for our customers
Risk and Opportunity Report
Sustainability	3. Sustainable opera�onal excellence in the value chain
Corporate Governance Statement
Takeover-relevant Information and explanatory Report	4. Atrac�ve employer
Subsequent Events
Consolidated Financial Statements	5. Effec�ve company management
Additional Information

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements

REPORT ON ECONOMIC POSITION

ECONOMIC SITUATION

MACROECONOMIC CONDITIONS: GLOBAL ECONOMY GROWS BY 3.1% WITH STRONGLY DIVERGENT REGIONAL DEVELOPMENT

Over the course of 2023, the global economy proved to be increasingly resilient against the backdrop of the ongoing war in Ukraine and the rising cost of living. Economic growth in major economies such as the United States, Brazil and India was significantly more positive than expected in the second half of the year. Growth was subdued in other economies, such as the eurozone. Inflation, which was still a dominant topic at the beginning of the year, fell faster than expected. However, high borrowing costs had a dampening effect on demand. Central banks raised key interest rates in 2023 to curb inflation. The resulting increase in borrowing costs led to challenges for companies in refinancing their debt and weaker investment by companies.

This development affected economic output in Germany in particular, which contracted by 0.3% in 2023, following growth of 1.8% the previous year. The gross domestic product in the eurozone as a whole increased slightly by 0.5%. The United States recorded a more positive trend with growth of 2.5% (previous year: 1.9%). Robust consumption and investments continued. The Brazilian economy grew by 3.0% in 2023. In India, economic development continued at a high level with growth of 6.7% (previous year: 7.2%). This was again supported by ongoing government infrastructure programs. In China, the economy recovered following the lifting of government measures to contain the COVID-19 pandemic and grew by 5.2% in 2023 (previous year: 3.0%).

Economic development in key markets

in %
	2022	2023
Eurozone	3.4	0.5
Germany	1.8	-0.3
United States	1.9	2.5
Brazil	3.0	3.1
India	7.2	6.7
China	3.0	5.2
World	3.5	3.1

Source: Interna�onal Monetary Fund, World Economic Outlook Update, January 2024

INDUSTRY ENVIRONMENT

With its products for the commercial vehicle industry, SAF-HOLLAND serves in par�cular the Original Equipment Trailer, Original Equipment Truck and A�ermarket customer groups, which are of different importance in the respec�ve regions. SAF-HOLLAND is ac�ve worldwide in the Original Equipment Trailer and A�ermarket customer groups. In 2023, the Original Equipment Trailer customer group represented 55.1% and the A�ermarket business 31.2% of Group sales. The Original Equipment Truck customer group, which generates the majority of its sales in the Americas region, accounted for 13.7% of Group sales.

MORE POSITIVE DEVELOPMENT IN MANY COMMERCIAL VEHICLE MARKETS

The commercial vehicle markets con�nued to develop largely posi�vely in the repor�ng period despite the already high demand in 2021 and 2022.

According to es�mates by IHS Markit, around 302,000 heavy trucks were manufactured in the region Europe in 2023. This represents an increase of around 14.0% compared to the previous year. The market for trailers in the region Europe was unable to match the previous year's level. According to es�mates by the market research ins�tute Clear, this market recorded a decline in produc�on of 3.0% in 2023.

The truck market in North America grew by 7.6% to 339,048 Class 8 trucks produced in 2023. This was supported by a high order backlog at the end of 2022 and con�nued solid demand in the repor�ng period, according to ACT. The trailer market, on the other hand, showed a slight decline of 0.3% compared to the previous year, reaching 400,570 trailers produced (ACT). A�er very strong previous years, 2023 was thus a solid year for the North American commercial vehicle markets.

According to es�mates by Anfir (Associação Nacional Fabricantes de Implementos Rodoviários), 8.6% more trailers were registered in Brazil, the most important commercial vehicle market in South America, than in the previous year. However, the registra�on figures for heavy trucks fell significantly by 37.9% (es�mate by Anfavea – Associação Nacional dos Fabricantes de Veículos Automotores).

Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

The commercial vehicle markets in China recorded a brilliant recovery in 2023, following sharp declines in produc�on in the previous year due to the restric�ons imposed by the zero-COVID strategy. According to SAF-HOL-LAND es�mates, around 69% more trailers and around 36% more heavy trucks were produced in China this year.

The trailer market in India also recorded significant growth. Extensive government infrastructure programs, con�nued popula�on growth and posi- �ve macroeconomic development ensured encouraging market development. According to es�mates by SIAM (Society of Indian Automobile Manufacturers), around 66% more trailers were produced in 2023 as a whole. In the truck market that is less important for SAF-HOLLAND, growth was around 2% according to the company's own es�mates. It should be noted that the truck market was already at a high level in the previous year.

TARGET ACHIEVEMENT

SALES AND MARGIN TARGET RAISED SEVERAL TIMES

SAF-HOLLAND published its original forecast for fiscal year 2023 on March 30, 2023. At that �me, the Management Board assumed that demand for components for commercial vehicles in the core markets of North America and Europe would decline moderately in 2023 as a whole. Growth in the APAC region was expected to be significantly more posi�ve.

Assuming stable exchange rates and taking the inclusion of Haldex in the Group's scope of consolida�on as of February 21, 2023, into account, the Management Board expected consolidated sales in the range of EUR 1,800 million to EUR 1,950 million for fiscal year 2023 (2022: EUR 1,565.1 million).

Based on the expected development of the market and the ongoing transforma�on of Haldex, the Group, including the consolidated Haldex, planned an adjusted EBIT margin in the range of 7.5% to 8.5% for fiscal year 2023.

In order to achieve the growth targets, posi�on the company for the future on the product side and realize the iden�fied synergy poten�al of the Haldex integra�on, the Group including Haldex planned to make payments for investments of up to 3% of Group sales in fiscal year 2023.

Due to the con�nued strong demand for trailer and truck components, especially in the Americas and APAC regions, and a s�ll very high order backlog, SAF-HOLLAND raised its sales forecast to slightly above the EUR 2,000 million mark (previously: EUR 1,800 million to EUR 1,950 million) in an ad hoc announcement on August 8, 2023. The forecast for the adjusted EBIT margin was also raised and expected to be up to 9% (previously: 7.5% - 8.5%). The adjustment of the forecast for the adjusted EBIT margin took into account a slightly improved sales mix with a shi� in sales and earnings towards the Americas and APAC regions, where SAF-HOLLAND achieves higher margins. In addi�on, SAF-HOLLAND was expected to benefit from growth in the a�ermarket business and very good progress in achieving the synergy targets communicated in connec�on with the Haldex acquisi�on.

Based on the strong opera�ng performance up to the end of the third quarter of fiscal year 2023, con�nued solid demand for trailer and truck components, par�cularly in the APAC and Americas regions, as well as a con�nued robust order backlog and an adjusted EBIT margin in the third quarter of 2023 that was significantly above its own expecta�ons, SAF-HOLLAND once again raised its forecast for fiscal year 2023 in an ad hoc announcement on October 18, 2023.

The forecast for Group sales was adjusted to around EUR 2,100 million (previously: slightly above the EUR 2,000 million mark) and the adjusted EBIT margin to around 9.5% (previously: up to 9%).

With Group sales of EUR 2,106.2 million in fiscal year 2023 and an adjusted EBIT margin of 9.6%, the forecast published on October 18 was confirmed. At 2.9%, the investment ra�o was also in line with the forecast of up to 3% of Group sales published in March 2023.

Comparison of actual and forecast business performance

	Indicator
To our Shareholders
Remuneration Report 2023
Combined Management Report

Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects	SIGNIFICANT EVENTS IN FISCAL YEAR 2023
Outlook	CHANGES IN THE MANAGEMENT BOARD OF SAF-HOLLAND SE
Risk and Opportunity Report	Frank Lorenz-Dietz joined the Management Board of SAF-HOLLAND SE as
Sustainability	Chief Financial Officer on January 1. He is responsible for Finance, Account
Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

	2023 forecast on	Adjustment on	Adjustment on
2022 result	March 30, 2023	August 8, 2023	October 18, 2023	2023 result
1,565.1	1,800 to 1,950	slightly over 2,000	around 2,100	2,106.2
8.0%	7.5% to 8.5%	up to 9.0%	around 9.5%	9.6%
2.1%	≤ 3%	≤ 3%	≤ 3%	2.9%

Frank Lorenz-Dietz joined the Management Board of SAF-HOLLAND SE as Chief Financial Officer on January 1. He is responsible for Finance, Accounting, Controlling, Corporate Audit, IT, Legal and Compliance, Global Opera- �ons, Investor Rela�ons / Corporate Communica�ons and ESG at SAF-HOL-LAND.

Frank Lorenz-Dietz succeeds Wilfried Trepels, who held the posi�on on an interim basis from May 2022 to March 2023 following the departure of Inka Koljonen.

POLISH COMPETITION AUTHORITY APPROVES HALDEX ACQUISITION

A�er SAF-HOLLAND had already acquired 95.9% of the total outstanding Haldex shares as of the previous balance sheet date, the Polish an�trust authori�es approved the takeover of Haldex AB by SAF HOLLAND SE without condi�ons on February 21, 2023. Prior to this, the European and US an�trust authori�es had already given their approval, thereby comple�ng the merger control clearance procedure.

The closing of the transac�on and the inclusion of Haldex in the scope of consolida�on of the SAF-HOLLAND Group took place with effect from February 21, 2023.

As part of a compulsory takeover procedure (squeeze-out) in accordance with the Swedish Companies Act, the remaining non-controlling interests not tendered by then were transferred to SAF-HOLLAND SE on March 1, 2023.

CYBER-ATTACK LEADS TO PRODUCTION INTERRUPTION

At the end of March 2023, a cyber-atack on the Group-wide IT systems led to a temporary interrup�on in produc�on at several of the Group's produc- �on sites. Thanks to the immediate ac�on taken and close communica�on with customers and suppliers, produc�on was restarted a short �me later and gradually returned to full capacity. The resul�ng loss of sales was largely compensated for in the second and third quarters.

JURATE KEBLYTE A NEW MEMBER OF THE SUPERVISORY BOARD OF SAF-HOLLAND SE

A�er Mar�na Merz resigned from the company's Supervisory Board with effect from December 12, 2022, and the Supervisory Board was not fully staffed for more than three months, the Local Court of Aschaffenburg appointed Jurate Keblyte a new member of the Supervisory Board as of April 3, 2023. She was subsequently elected a member of the Supervisory Board by the Annual General Mee�ng of SAF-HOLLAND SE on May 23, 2023.

PLACEMENT OF A PROMISSORY NOTE LOAN FOR REFINANCING PURPOSES

On June 13, 2023, SAF-HOLLAND announced the placement of a promissory note transac�on with a volume of EUR 105 million. The issue proceeds were used to refinance exis�ng bank liabili�es that had been raised in the course of the acquisi�on of Haldex AB. The issue also contributed to the op�miza�on of borrowing costs and the maturity profile as well as a further broadening of the investor base.

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Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

SAF-HOLLAND ACQUIRES IMS BENELUX

In December 2023, SAF-HOLLAND signed an agreement to take over the long-standing exclusive sales partner IMS Group B.V., Barneveld, Netherlands. The company has been included in the Consolidated Financial Statements of SAF-HOLLAND SE since January 2, 2024.

As of December 31, 2023, IMS Group B.V. employed 38 people and exclusively distributes the Group's own quality brands SAF and Holland in the original equipment and a�ermarket sectors in the Benelux. In addi�on, IMS Group B.V. offers innova�ve, sustainable and efficient solu�ons for the transporta�on industry with mechanical and hydraulic steering systems. With this acquisi�on, SAF-HOLLAND has strengthened its market posi�on in the Netherlands, Belgium and Luxembourg and is seeking to further expand its market share in this region in the future.

EARNINGS, ASSET AND FINANCIAL POSITION

RESULTS OF OPERATIONS

Group sales including Haldex rise to a record level. Strong organic growth of 11.4%

SAF-HOLLAND increased its Group sales by 34.6% to a record level of EUR 2,106.2 million in scal year 2023 (previous year: EUR 1,565.1 million). This strong growth was largely due to the inclusion of Haldex AB in the scope of consolida�on as of February 21, 2023, which contributed EUR 399.4 million to Group revenue in this period. Due to the ongoing merger of Haldex with SAF-HOLLAND and increasing cross-selling, Haldex sales were also par�ally invoiced via SAF-HOLLAND companies. Overall, sales increased by EUR 405.4 million or 25.9% due to acquisi�ons. On a pro forma basis, i.e. assuming that SAF-HOLLAND had already consolidated Haldex as of January 1, 2023, Group sales would have amounted to EUR 2,171.1 million in scal year 2023.

In organic terms – excluding the inuence of exchange rate and acquisi�on effects – SAF-HOLLAND's Group sales rose by 11.4% in the full year 2023 and were signicantly inuenced by high customer demand for trailer and truck components in all of the Group's regions, par�cularly in the Americas and APAC. The A�ermarket business also grew organically in the mid-single-digit percentage range based on the strong growth of the original equipment business in previous periods.

Currency transla�on effects amounted to a nega�ve transla�on effect of EUR -42.2 million in scal year 2023 (previous year: EUR 78.7 million). They mainly resulted from the deprecia�on of the US dollar and the Indian rupee against the euro.

The distribu�on of Group sales by region has shi�ed in favor of the Americas region as a result of the Haldex acquisi�on. With sales of EUR 890.3 million (previous year: EUR 590.6 million) and a 42.3% share of Group sales (previous year: 37.7%), the Americas region has nearly caught up with the EMEA region. EMEA, which remains the Group's largest region, generated sales of EUR 946.3 million in scal year 2023 (previous year: EUR 815.3 million) and achieved a 44.9% share (previous year: 52.1%). The APAC region generated sales of EUR 269.5 million (previous year: EUR 159.2 million), which corresponds to a 12.8% share of Group sales (previous year: 10.2%).

Fundamental Information about the Group

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Takeover-relevant Information and explanatory Report

Report on Economic Position

Risk and Opportunity Report

Corporate Governance Statement

Non-financial Aspects

Outlook

Sustainability

To our Shareholders Remuneration Report 2023 Combined Management Report

Consolidated Financial Statements

Additional Information

Subsequent Events

Group sales by region

			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
EMEA	946,338	815,305	131,033	16.1%
in % of Group sales	44.9%	52.1%
Americas	890,332	590,591	299,741	50.8%
in % of Group sales	42.3%	37.7%
APAC	269,500	159,193	110,307	69.3%
in % of Group sales	12.8%	10.2%
Group sales	2,106,170	1,565,089	541,081	34.6%

Group sales by customer segment

in kEUR
			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
Original Equipment Trailer	1,158,622	946,269	212,353	22.4%
in % of Group sales	55.1%	60.5%
Original Equipment Trucks	289,427	197,749	91,678	46.4%
in % of Group sales	13.7%	12.6%
Aftermarket business	658,121	421,071	237,050	56.3%
in % of Group sales	31.2%	26.9%
Group sales	2,106,170	1,565,089	541,081	34.6%

Share of resilient aftermarket business increased to slightly over 30% of Group sales

SAF-HOLLAND achieved double-digit growth in both the Original Equipment (OE) customer segment and the A�ermarket business in fiscal year 2023, benefi�ng on the one hand from the consolida�on of Haldex, but also from strong demand in both customer segments. Sales in the Original Equipment business increased by 26.6% overall to EUR 1,448.0 million (previous year: EUR 1,144.0 million). In total, the Original Equipment business thus accounts for 68.8% (previous year: 73.1%) of Group sales. Sales from original equipment for trailers increased by 22.4% to EUR 1,158.6 million (previous year: EUR 946.3 million), while sales from original equipment for trucks rose by 46.4% to EUR 289.4 million (previous year: EUR 197.7 million). The Original Equipment for trailers business remained SAF-HOLLAND's most important customer group with a share of 55.1% compared to 13.7% for Original Equipment for trucks.

The more cyclically resilient a�ermarket business benefited on the one hand from the consolida�on of Haldex, whose a�ermarket business generated around half of sales before the acquisi�on. On the other hand, the strong growth of the OE business in previous periods contributed to the increase in sales in the a�ermarket business. At 56.3%, the a�ermarket business grew dispropor�onately and generated sales of EUR 658.1 million (previous year: EUR 421.1 million), which equates to a share of 31.2% (previous year: 26.9%). The target communicated in the course of the Haldex acquisi�on to increase the share of the a�ermarket business to slightly over 30% was therefore achieved in the repor�ng year.

Increase in the gross margin to around 20% in fiscal year 2023

Due to the overall increase in the volume of the business, some of the individual expense items in the income statement recorded significant increases in fiscal year 2023. Comparability with the same period of the previous year is in some cases limited due to the first-�me inclusion of Haldex and the effects of the purchase price alloca�on.

Cost of sales rose by 29.7% to EUR 1,693.4 million in fiscal year 2023 (previous year: EUR 1,305.5 million). The main reason for the increase was the growth in purchasing volumes based on the increase in sales of 34.6% – also as a result of the consolida�on of Haldex. On the other hand, cost reduc�ons resulted from successfully implemented efficiency enhancement measures in produc�on-related and administra�ve areas, as well as slightly lower steel and freight costs. Personnel costs, on the other hand, rose slightly due to infla�on-related wage increases.

With the cost of sales increasing at a lower rate than the growth in sales in fiscal year 2023, the gross margin increased to 19.6% (previous year: 16.6%). In nominal terms, gross profit of EUR 412.8 million was generated (previous year: EUR 259.6 million), which represents an increase of 59.0%.

It should be noted that the cost of sales for 2023 includes amor�za�on from purchase price alloca�ons of EUR 4.2 million (previous year: EUR 2.1 million), other restructuring costs and one-off expenses in connec- �on with the cyberatack of EUR 3.3 million (previous year: EUR 2.8 million) as well as the amor�za�on of the step-up on inventories resul�ng

●

from the purchase price alloca�on for the acquisi�on of Haldex in the amount of EUR 5.3 million. Adjusted for these special items, gross profit in fiscal year 2023 would be EUR 425.5 million (previous year: EUR 266.8 million), which corresponds to an increase of 59.5% and an adjusted gross margin of 20.2% (previous year: 17.0%).

Significant increase in the operating result

Due to the improvement in the gross margin described above, the operating result increased at a higher percentage rate than sales at 63.2%, reaching EUR 162.6 million (previous year: EUR 99.6 million). This includes total other income and expenses, selling, administra�ve and research and development expenses amoun�ng to EUR 250.2 million or 11.9% of Group sales (previous year: EUR 159.9 million or 10.2% of Group sales), which represents an increase of 56.5% compared to the previous year. This includes a significant increase in research and development expenditure of EUR 38.4 million (previous year: EUR 19.2 million) due to the addi�on of Haldex's expenses. The reason for this was that Haldex had a higher share of R&D costs in rela�on to sales than SAF-HOLLAND.

The increase in selling, administra�ve, research and development and other expenses and income was influenced, among other factors, by significantly higher deprecia�on and amor�za�on from purchase price alloca�on totaling EUR 15.0 million (previous year: EUR 7.4 million) as well as restructuring and transac�on costs of EUR 10.5 million (previous year: EUR 8.5 million), which were mainly incurred in connec�on with the cyberatack and the integra�on of Haldex.

Earnings development

in kEUR
			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
Sales	2,106,170	1,565,089	541,081	34.6%
Cost of sales	–1,693,411	–1,305,539	–387,872	29.7%
Gross profit	412,759	259,550	153,209	59.0%
Gross margin in %	19.6%	16.6%
Adjusted gross profit	425,518	266,800	158,718	59.5%
Adjusted gross profit margin in %	20.2%	17.0%
Other income	4,652	4,444	208	4.7%
Other expenses	–1,260	–2,066	806	–39.0%
Selling expenses	–103,128	–71,487	–31,641	44.3%
Administrative expenses	–111,999	–71,619	–40,380	56.4%
Research and development
expenses	–38,433	–19,208	–19,225	100.1%
Operating result	162,591	99,614	62,977	63.2%

Significant double-digit increase in EBIT

Based on the increase in the opera�ng result, earnings before interest and taxes (EBIT) increased significantly by 61.4% in fiscal year 2023, reaching EUR 163.8 million (previous year: EUR 101.5 million). The EBIT margin increased accordingly to 7.8% (previous year: 6.5%).

Earnings before interest, taxes, deprecia�on and amor�za�on (EBITDA) also increased significantly by 64.1% to EUR 248.7 million (previous year: EUR 151.5 million). The EBITDA margin thus increased from 9.7% in the previous year to 11.8% in fiscal year 2023.

Combined Management Report Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Reconciliation of operating result to adjusted EBIT

	in kEUR
To our Shareholders			Q1-Q4/ 2023 Q1-Q4/ 2022	Change	absolute Change in %
Remuneration Report 2023
Combined Management Report	Operating result	162,591	99,614	62,977	63.2%
Fundamental Information about the Group	Share of net profit of investments accounted for using the equity
Report on Economic Position	method	1,224	1,877	–653	–34.8%
Separate Financial Statements of SAF-HOLLAND SE (HGB)	EBIT	163,815	101,491	62,324	61.4%
Non-financial Aspects	EBIT margin in %	7.8%	6.5%
Outlook	Additional depreciation and
Risk and Opportunity Report	amortization from PPAs	19,142	9,455	9,687	102.5%
Sustainability	Valuation effects from call and put options	–	2,066	–2,066	–100.0%
Corporate Governance Statement
Takeover-relevant Information and explanatory Report	Restructuring and transaction costs	10,207	9,142	1,065	11.6%
Subsequent Events	Impairment of tangible assets
	and intangible assets	3,626	2,447	1,179	48.2%
Consolidated Financial Statements Additional Information	Step-up purchase price allocation from the valuation of inventories
	from acquisitions	5,261	–	5,261
	Adjusted EBIT	202,051	124,601	77,450	62.2%
	Adjusted EBIT margin in %	9.6%	8.0%
	Depreciation and amortization of intangible assets and property,
	plant and equipment	62,076	38,094	23,982	63.0%
	Adjusted EBITDA	264,127	162,695	101,432	62.3%
	Adjusted EBITDA margin in %	12.5%	10.4%
	EBITDA	248,659	151,487	97,172	64.1%
	EBITDA Marge margin in %	11.8%	9.7%

Adjusted EBIT adjusted for non-recurring and acquisition-related expenses and income

To manage and present the underlying opera�ng earnings situa�on of the Group, SAF-HOLLAND adjusts for special effects outside of ordinary business ac�vi�es. These include deprecia�on and amor�za�on of property, plant and equipment and intangible assets due to the purchase price alloca�on (PPA), reversals and impairments, restructuring and transac�on costs, measurement effects from op�on valua�ons and other one-�me effects such as expenses in connec�on with the cyberatack or the post-merger integra�on. From a management perspec�ve, adjusted EBIT and the adjusted EBIT margin are the most important performance indicators for assessing and evalua�ng the earnings situa�on of the Group and the segments.

In fiscal year 2023, special effects outside the ordinary course of business totaling EUR 38.2 million (previous year: EUR 23.1 million) were incurred at the earnings before interest and taxes (EBIT) level.

At EUR 19.1 million (previous year: EUR 9.5 million), amor�za�on from purchase price alloca�ons in 2023 was significantly higher than in the previous year. This increase is due to addi�onal amor�za�on from purchase price alloca�ons in the course of the acquisi�on of Haldex.

In addi�on, a previous acquisi�on resulted in significant expenses for the setlement of claims of a former minority shareholder in the amount of EUR 1.3 million, which are included in restructuring and transac�on costs. Other expenses in the previous year included the valua�on effect of the put op�on for the acquisi�on of the remaining shares in PressureGuard LLC in the amount of EUR 2.1 million.

Restructuring and transac�on costs of EUR 10.2 million (previous year: EUR 9.1 million) primarily comprised restructuring and integra�on costs incurred in connec�on with the acquisi�on of Haldex. Non-recurring expenses of around EUR 4 million incurred for consul�ng services and IT equipment to deal with the cyberatack are also included.

The addi�onal adjustments include the amor�za�on of the step-up on inventories from the purchase price alloca�ons in the amount of EUR 5.3 million, which resulted one �me from the acquisi�on of Haldex, as well as impairment losses on property, plant and equipment and intangible assets in the amount of EUR 3.6 million (previous year: EUR 2.4 million).

Currency effects had no significant impact on the adjusted EBIT margin in fiscal year 2023.

Adjusted EBIT margin increased significantly to 9.6%

Adjusted EBIT increased significantly by 62.2% in fiscal year 2023, reaching EUR 202.1 million (previous year: EUR 124.6 million). This equates to an

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events

Consolidated Financial Statements

adjusted EBIT margin of 9.6% (previous year: 8.0%). In addi�on to the increase in the gross margin, cost improvements, economies of scale due to higher produc�on volumes and process op�miza�ons also contributed to the margin improvement. Previous price increases and a higher share of the high-margin a�ermarket business also helped improve the margin. Furthermore, earnings benefited from synergy effects from the integra�on of Haldex, which were expected to amount to EUR 10-12 million.

Decline in the financial result characterized by financing of the Haldex acquisition

The main reasons for the change in the financial result from EUR -13.0 million to EUR -42.1 million in the repor�ng period were addi�onal financial liabili�es to finance the acquisi�on of Haldex and higher interest rates for variable financing lines.

Accordingly, financial expenses (interest expenses in connec�on with interest-bearing loans and bonds as well as leasing less interest income) amounted to EUR -62.5 million compared to EUR -23.2 million in the same period of the previous year.

This was offset by financial income of EUR 20.4 million (previous year: EUR 10.2 million). The increase in financial income is mainly due to exchange rate gains from the repayment or payment of intercompany loans and dividends as well as from the valua�on of intercompany foreign currency loans at the closing rate.

Finance result

in kEUR Q1-Q4/ 2023 Q1-Q4/ 2022 Change absolute Change in % Finance income 20,421 10,237 10,184 99.5% Finance expenses –62,532 –23,230 –39,302 169.2% Finance result –42,111 –12,993 –29,118 224.1%

Profit for the period and earnings per share increased significantly despite the decline in the financial result

Earnings before taxes increased by 37.5% to EUR 121.7 million in fiscal year 2023 (previous year: EUR 88.5 million).

With a higher Group tax rate of 33.8% (previous year: 30.8%), the Group generated a result for the period of EUR 80.5 million in fiscal year 2023 (previous year: EUR 61.2 million), an increase of 31.5%. The share of profit for the period atributable to the shareholders of the parent company rose by 30.9% from EUR 61.1 million in the previous year to EUR 79.9 million in fiscal year 2023.

Based on the unchanged number of 45.4 million ordinary shares outstanding compared to the previous year, earnings per share for fiscal year 2023 improved significantly by 30.4% to EUR 1.76 (previous year: EUR 1.35).

Adjusted net profit for the period improved by 44.1% to EUR 119.1 million in fiscal year 2023 (previous year: EUR 82.6 million) and adjusted earnings per share reached EUR 2.61 (previous year: EUR 1.82), which corresponds to an increase of 43.4%.

The stronger increase in adjusted net profit for the period and adjusted earnings per share compared to reported net profit for the period and earnings per share in accordance with IFRS resulted from the high adjustment items and the use of a normalized tax rate of 25.6% in the calcula�on of adjusted net profit for the period.

The overall result for the period fell to EUR 61.5 million (previous year: EUR 86.2 million), mainly due to currency effects.

Reconciliation of the result before taxes to earnings per share

Consolidated Financial Statements

Additional Information

Subsequent Events

in kEUR
			Change
				absolute Change in %
				37.5%
				51.0%

				31.5%

the parent		61,081	18,852	30.9%
Basic earnings per share in EUR		1.35	0.41	30.4%
Adjusted result for the period		82,635	36,440	44.1%
Attributable to equity holders of
the parent		82,489	35,997	43.6%
Adjusted earnings per share in
EUR		1.82		43.4%
	Result before taxes Income taxes Income tax rate in % Result for the period Attributable to equity holders of	–41,182 –33.8%	Q1-Q4/ 2023 Q1-Q4/ 2022 121,704 88,498 –27,271 –30.8% 80,522 61,227 79,933 1.76 119,075 118,486 2.61	33,206 –13,911 19,295

in kEUR
			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
Sales	946,338	815,305	131,033	16.1%
EBIT	51,732	40,704	11,028	27.1%
EBIT margin in %	5.5%	5.0%
Additional depreciation and amortization from PPA	7,202	4,419	2,783	63.0%
Restructuring and transaction costs	10,455	7,571	2,884	38.1%
Impairment of tangible assets and intangible assets	2,715	–	2,715
Restructuring and transaction costs	1,033	–	1,033
Adjusted EBIT	73,137	52,694	20,443	38.8%
Adjusted EBIT margin in %	7.7%	6.5%
Depreciation and amortization of intangible assets and property,
plant and equipment	33,798	18,602	15,196	81.7%
Adjusted EBITDA	106,935	71,296	35,639	50.0%
Adjusted EBITDA margin in %	11.3%	8.7%

SEGMENT REPORTING

EMEA region: Adjusted EBIT margin significantly improved to 7.7%

The EMEA region increased its sales in repor�ng year 2023 to EUR 946.3 million (previous year: EUR 815.3 million). This represents growth of 16.1%, which was largely due to the acquisi�on of Haldex. Adjusted for the effects of currency transla�on and changes in the scope of consolida�on, the region's sales were up slightly on the previous year at 1.4%. This means that the EMEA region outperformed the underlying market in fiscal year 2023, which was characterized by a moderate decline in demand, par�cularly in the Original Equipment business for trailers, which is of importance to SAF-HOLLAND.

The cyclically resilient a�ermarket business recorded dispropor�onately strong growth in sales in fiscal year 2023. This was partly due to the inclusion of Haldex, which accounted for a significantly higher share of sales in the a�ermarket business, and partly due to the strong growth in the Original Equipment business in previous years, which had a posi�ve impact on the demand for a�ermarket.

Adjusted EBIT in the EMEA region increased to EUR 73.1 million in the repor�ng year (previous year: EUR 52.7 million), which corresponds to an increase in the adjusted EBIT margin from 6.5% in the previous year to 7.7%. The improvement in adjusted EBIT is partly due to the fact that the steel, logis�cs and energy costs, which were s�ll a major burden in 2022, were par�ally offset by internal efficiency enhancement measures or passed on to the market with a �me lag over the course of 2023. On the other hand, significant cost savings were achieved in the course of the integra�on of Haldex. The product mix also had a posi�ve impact due to the higher share of the higher-margin a�ermarket business.

EMEA

To our Shareholders Remuneration Report 2023

Americas region: high organic growth and further margin improvement to 10.9%

The Americas region achieved strong sales growth of 50.8% to EUR 890.3 million in fiscal year 2023 (previous year: EUR 590.6 million) and benefited significantly from the consolida�on of Haldex. Adjusted for exchange rate effects and acquisi�ons, the Americas region increased its sales by a strong 12.1%. Besides strong customer demand for trailer and truck components in general, this was also due to increased demand for technologically more advanced and more effec�ve disc-braked axle systems for trailers. The a�ermarket business in the Americas region also recorded growth. This development was driven by the inclusion of Haldex on the one hand and the further increase in the product popula�on of SAF-HOLLAND systems in the market on the other.

AMERICAS

in kEUR
			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
Sales	890,332	590,591	299,741	50.8%
EBIT	78,957	51,300	27,657	53.9%
EBIT margin in %	8.9%	8.7%
Additional depreciation and amortization from PPA	8,304	2,351	5,953	253.2%
Valuation effects from put and call options	–	2,066	–2,066	–100.0%
Restructuring and transaction costs	5,511	156	5,355	3432.7%
Impairment of tangible assets and intangible assets	354	–	354
Step-up purchase price allocation from the valuation of inventories
from acquisitions	3,840	–	3,840
Adjusted EBIT	96,966	55,873	41,093	73.5%
Adjusted EBIT margin in %	10.9%	9.5%
Depreciation and amortization of intangible assets and property,
plant and equipment	22,766	15,905	6,861	43.1%
Adjusted EBITDA	119,732	71,778	47,954	66.8%
Adjusted EBITDA margin in %	13.4%	12.2%

Based on the strong growth in sales, economies of scale and cost savings achieved in the course of the integra�on of Haldex, the Americas region increased its adjusted EBIT to EUR 97.0 million in fiscal year 2023 (previous year: EUR 55.9 million), which corresponds to an increase of 73.5%. The adjusted EBIT margin therefore increased significantly from 9.5% to 10.9%.

APAC region: significant double-digit organic growth and margin increase to 11.9%

APAC

in kEUR
			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
Sales	269,500	159,193	110,307	69.3%
EBIT	33,126	9,487	23,639	249.2%
EBIT margin in %	12.3%	6.0%
Additional depreciation and
amortization from PPA	3,636	2,685	951	35.4%
Restructuring and transaction
costs	–5,760	1,415	–7,175
Impairment of tangible assets
and intangible assets	557	2,447	–1,890	–77.2%
Step-up purchase price allocation
from the valuation of inventories
from acquisitions	388	–	388
Adjusted EBIT	31,947	16,034	15,913	99.2%
Adjusted EBIT margin in %	11.9%	10.1%
Depreciation and amortization of
intangible assets and property,
plant and equipment	5,512	3,587	1,925	53.7%
Adjusted EBITDA	37,459	19,621	17,838	90.9%
Adjusted EBITDA margin in %	13.9%	12.3%

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements

The APAC region generated sales revenue of EUR 269.5 million in 2023 (previous year: EUR 159.2 million), which equates to an increase of 69.3%. Adjusted for the effects of currency translation and changes in the scope of consolidation, there was significant growth of 59.5% compared to the same period in the previous year. As a leading manufacturer of axle and suspension systems, SAF-HOLLAND in India benefited from government infrastructure measures, the expansion of the transportation system and a growing population. Customer demand in Australia and Southeast Asia also supported the strong growth in the APAC region. The Chinese market also developed positively. However, there were no pronounced effects on the development of sales in the APAC region, as SAF-HOLLAND is only active in the special axles segment in China and the market development in China therefore plays a subordinate role in the development of sales for the APAC region.

In order to keep pace with the expected growth in the APAC region, SAF-HOLLAND opened a new produc�on plant at the site of its Indian subsidiary York in Pune in early 2023 in the immediate vicinity of the previous site. Produc�on capacity was expanded again at the new site in the fourth quarter of 2023.

The Aftermarket business in the APAC region, which accounts for a disproportionately low share of total sales compared to the EMEA and Americas segments, also grew significantly in fiscal year 2023, supported by the growing population of SAF-HOLLAND axle and suspension systems in the market.

Adjusted EBIT in the APAC region nearly doubled from EUR 16.0 million to EUR 31.9 million in 2023, increasing the adjusted EBIT margin from 10.1% in the previous year to 11.9%. In addi�on to economies of scale from the higher business volume in India, the increase in earnings was also driven by a further improvement in the earnings situa�on in China, where losses at adjusted EBIT level were significantly reduced in the repor�ng period and even eliminated by the end of fiscal year 2023.

FINANCIAL POSITION

Balance sheet items increased significantly in some cases due to the consolidation of Haldex

The inclusion of Haldex in the scope of consolida�on of SAF-HOLLAND with effect from February 21, 2023, led to significant shi�s on the assets side of the Consolidated Balance Sheet. As part of the ini�al consolida�on, SAF-HOLLAND recognized assets of Haldex in the total amount of EUR 559.7 million. These were mainly divided into goodwill of EUR 49.7 million, other intangible assets of EUR 153.6 million, property, plant and equipment of EUR 120.9 million, inventories of EUR 97.0 million and trade receivables of EUR 82.5 million.

Total assets grew by 10.2% to EUR 1,651.7 million as of December 31, 2023 (previous year: EUR 1,498.4 million).

It should be noted that the balance sheet figures as of December 31, 2022, were already par�ally influenced by the planned acquisi�on of Haldex. The acquisi�on of Haldex shares in advance of and as part of the acquisi�on bid as well as the financing of this acquisi�on already led to a significant expansion of the Consolidated Balance Sheet in some cases in fiscal year 2022. In fiscal year 2023, these were eventually canceled out by the assets and liabili�es recognized as part of the purchase price alloca�on when control was acquired.

Net assets: Assets

in kEUR

		12/31/2023 12/31/2022	Change	absolute Change in %
Non-current assets	814,400	872,183	–57,783	–6.6%
Intangible assets	427,195	227,918	199,277	87.4%
Property, plant and equipment	334,007	205,729	128,278	62.4%
Other (financial) assets	53,198	438,536	–385,338	–87.9%
Current assets	837,339	626,240	211,099	33.7%
Inventories	306,692	202,249	104,443	51.6%
Trade receivables	219,739	144,744	74,995	51.8%
Cash and cash equivalents	246,276	243,460	2,816	1.2%
Other (financial) assets	64,632	35,787	28,845	80.6%
Total assets	1,651,739	1,498,423	153,316	10.2%

To our Shareholders

Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements

Non-current assets down slightly despite consolidation of Haldex

The development of non-current assets was mainly influenced by the first- �me consolida�on of Haldex. The reversal of non-current financial assets of EUR 402.2 million reported as of December 31, 2022, resul�ng from the acquisi�on of control, which mainly comprised the acquired Haldex shares and a loan to Haldex, outweighed the addi�ons to property, plant and equipment and intangible assets. As a result, non-current assets decreased to EUR 814.4 million as of December 31, 2023 (previous year: EUR 872.2 million). This includes the increase in intangible assets (by 87.4% to EUR 427.2 million from EUR 227.9 million) and property, plant and equipment (by 62.4% to EUR 334.0 million from EUR 205.7 million), mainly due to the inclusion of the Haldex assets.

The purchase price alloca�on for Haldex resulted in recogni�on of goodwill of EUR 49.7 million as of December 31, 2023. For further details, please refer to Note 3 of the Notes to the Consolidated Financial Statements.

Increase in current assets mainly due to the consolidation of Haldex

Current assets increased by 33.7% to EUR 837.3 million as of the reporting date December 31, 2023 (previous year: EUR 626.2 million). While the cash and cash equivalents item changed only slightly at EUR 246.3 million (previous year: EUR 243.5 million), the inventories and trade receivables items increased significantly due to the consolidation of Haldex and the organic growth of SAF-HOLLAND. For instance, inventories increased by 51.6% from EUR 202.3 million to EUR 306.7 million. Trade receivables also increased significantly by 51.8% from EUR 144.7 million to EUR 219.7 million.

Equity ratio down slightly despite increase in equity Net assets: Equity and liabilities

in kEUR

			Change
		12/31/2023 12/31/2022		absolute Change in %
Total equity	475,969	441,354	34,615	7.8%
Non-current liabilities	804,826	718,175	86,651	12.1%
Interest-bearing loans and bonds	615,253	614,118	1,135	0.2%
Lease liabilities	54,282	30,698	23,584	76.8%
Other non-current liabilities	135,291	73,359	61,932	84.4%
Current liabilities	370,944	338,894	32,051	9.5%
Interest-bearing loans and bonds	13,415	101,541	–88,126	–86.8%
Lease liabilities	13,485	7,695	5,790	75.2%
Trade payables	228,630	159,029	69,601	43.8%
Other current liabilities	115,414	70,629	44,786	63.4%
Total equity and liabilities	1,651,739	1,498,423	153,316	10.2%

Equity increased by 7.8% from EUR 441.3 million as of December 31, 2022, to EUR 476.0 million. The increase in equity was mainly due to the profit for the period of EUR 80.5 million. This was offset by currency differences from the transla�on of foreign business opera�ons in the amount of EUR 20.7 million and the dividend distribu�on for fiscal year 2022 in the amount of EUR 27.2 million.

As the balance sheet total increased by 10.2% from EUR 1,498.4 million to EUR 1,651.7 million, which was more than the increase in equity, the equity ra�o fell to 28.8% (previous year: 29.5%).

Increase in non-current lease liabilities and other non-current liabilities mainly driven by Haldex

Compared to the end of 2022, non-current liabili�es as of December 31, 2023, increased significantly by 12.1% to EUR 804.8 million (previous year: EUR 718.2 million). This increase was mainly due to the growth in lease liabili�es (up 76.8% to EUR 54.3 million from EUR 30.7 million) and other non-current liabili�es (up 84.4% to EUR 135.3 million from EUR 73.4 million). The increase in both items was mainly due to the consolida�on of Haldex. Interest-bearing loans and borrowings, on the other hand, remained virtually unchanged at EUR 615.2 million (previous year: EUR 614.1 million). It should be noted that around EUR 310 million in interest-bearing loans and bonds were already taken out in fiscal year 2022 to finance the Haldex acquisi�on. In addi�on, a tranche of an expiring promissory note loan in the amount of EUR 97.5 million was repaid with long-term funds raised at the end of March 2023. Furthermore, a promissory note loan with a volume of EUR 105.0 million was placed in June 2023. This was used to refinance bank liabili�es that were raised in the course of the acquisi�on of Haldex AB. Accordingly, the share of noncurrent liabili�es in total assets increased slightly to 48.7% as of December 31, 2023 (December 31, 2022: 47.9%).

Short-term interest-bearing loans and bonds significantly reduced

Current liabili�es increased by 9.5% to EUR 370.9 million as of December 31, 2023 (previous year: EUR 338.9 million). The majority of the increase in current liabili�es was atributable to the rise in the items "trade payables" (up 43.8% to EUR 228.6 million from EUR 159.0 million) and "other current liabili�es" (up 63.4% to EUR 115.4 million from EUR 70.6 million), the increase in which was mainly driven by the consolida�on of Haldex.

In contrast, current interest-bearing loans and borrowings, which amounted to EUR 101.5 million at the end of 2022, were reduced significantly to EUR 13.4 million at the end of the repor�ng period due to the repayment of a promissory note loan in March 2023, as men�oned above. Overall, the share of current liabili�es in the Group's total assets remained virtually unchanged at 22.5% as of December 31, 2023 (December 31, 2022: 22.6%).

Leverage ratio target of below 2.0 for fiscal year 2024 already achieved at 1.8

Net financial debt (including lease liabilities) was reduced by 11.8% to EUR 450.2 million as of December 31, 2023 (previous year: EUR 510.6 million). The leverage ratio (ratio of net financial debt to EBITDA) was 1.8 at the end of the year (previous year: 3.4). The significant reduction in the leverage ratio was mainly due to the consolidation of Haldex, the expansion of the Group's profitability and a significant improvement in net debt resulting from the systematic continuation of the Cash is King program launched in the previous year. The leverage ratio as of December 31, 2023, was thus 1.8. This contrasts with an increased leverage ratio of 3.4 the previous year, which already included the debt taken out for the Haldex acquisition but not yet any contribution to earnings.

The announced target of reducing the leverage ra�o, which temporarily increased as a result of the Haldex acquisi�on, to a maximum of 2.0 by the end of 2024 was thus already achieved by December 31, 2023.

Limited impact of other acquisitions on the balance sheet

In April 2023, SAF-HOLLAND acquired the remaining 49% of the shares in PressureGuard LLC and now holds all shares in the company. As the company was already previously consolidated, these transac�ons had virtually no effect on the balance sheet items. Further informa�on can be found in the Notes to the Consolidated Financial Statements star�ng on page 111.

Change in net debt

in kEUR
			Change
		12/31/2023 12/31/2022		absolute Change in %
Non-current interest-bearing
loans and bonds	615,253	614,118	1,135	0.2%
Current interest-bearing loans
and bonds	13,415	101,541	–88,126	–86.8%
Non-current lease liabilities	54,282	30,698	23,584	76.8%
Current lease liabilities	13,485	7,695	5,790	75.2%
Total financial liabilities	696,435	754,052	–57,617	–7.6%
Cash and cash equivalents	–246,276	–243,460	–2,816	1.2%
Net debt	450,159	510,592	–60,433	–11.8%

To our Shareholders
Remuneration Report 2023
Combined Management Report	in kEUR
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events	bles less trade payables.
Consolidated Financial Statements

Net working capital ra�o increased slightly due to the consolida�on of Haldex

Net working capital development in kEUR
			Change
		12/31/2023 12/31/2022		absolute Change in %
Inventories	306,692	202,249	104,443	51.6%
Trade receivables	219,739	144,744	74,995	51.8%
Trade payables	–228,630	–159,029	–69,601	43.8%
Net working capital	297,801	187,964	109,837	58.4%
Group sales (last 12 months)	2,106,170	1,565,089	541,081	34.6%
Net working capital ratio	14.1%	12.0%

Net working capital is defined as the sum of inventories and trade receiva-

The net working capital ra�o – net working capital in rela�on to Group sales for the last twelve months – amounted to 14.1% as of December 31, 2023, and was therefore 2.1 percentage points higher than the previous year's figure. Although the strict management of net working capital con- �nued unchanged in the repor�ng period, the consolida�on of Haldex led to a significant increase in the net working capital ra�o. In the past, Haldex as an independent company had net working capital ra�os of 20 to 25% and therefore increased the funds �ed up in current assets as a consolidated company of the SAF-HOLLAND Group. In the quarterly statement as of March 31, 2023, i.e. shortly a�er the ini�al consolida�on of Haldex, SAF-HOLLAND reported a net working capital ra�o of 15.6%. In the course of 2023, significant progress was therefore already made in reducing the amount of funds �ed up in working capital.

As in previous years, SAF-HOLLAND used factoring to op�mize liquidity. This amounted to of EUR 37.3 million as of the balance sheet date (previous year: EUR 52.7 million).

FINANCIAL POSITION

Financial position

in kEUR
			Change
		Q1-Q4/ 2023 Q1-Q4/ 2022		absolute Change in %
Net cash flow from operating activities	202,726	153,392	49,334	32.2%
Net cash flow from investing activities (property, plant and
equipment/intangible assets)	–60,005	–33,358	–26,647	79.9%
Operating free cash flow	142,721	120,034	22,687	18.9%
Net cash flow from investing activities (acquisition of
subsidiaries)	42,579	–289,650	332,229
Total free cash flow	185,300	–169,616	354,916

Net cash flow from operating activities increased by EUR 50.0 million

Net cash flow from opera�ng ac�vi�es amounted to EUR 202.7 million in fiscal year 2023 (previous year: EUR 153.4 million) and was therefore EUR 49.3 million higher than in the previous year. This was mainly due to the higher earnings before taxes of EUR 121.7 million (previous year: EUR 88.5 million). Despite the strong organic growth in sales, the capital �ed up in net working capital in fiscal year 2023 resulted in a virtually unchanged cash inflow of EUR 1.7 million (previous year: EUR 2.1 million). This development resulted from the increase in inventories, which was offset by a favorable development in trade receivables and trade payables. The more than doubling of income taxes paid to EUR 58.6 million (previous year: EUR 27.2 million) had a nega�ve impact on cash flow.

Net cash flow from inves�ng ac�vi�es amounted to EUR -13.8 million in fiscal year 2023 (previous year: EUR -431.7 million). This included the cash and cash equivalents received from Haldex AB totaling EUR 42.6 million, which were included in the consolidated financial statements as part of the first-�me consolida�on. In the previous year, this was offset by payments of EUR 397.8 million for the acquisi�on of other financial assets (Haldex shares) and for a loan granted to Haldex. The Group increased its payments for investments in property, plant and equipment and intangible assets to

EUR 61.7 million (previous year: EUR 36.3 million) as part of the expansion of business and in prepara�on for the further growth planned. This corresponds to an investment ra�o of 2.9% of sales and is therefore within our forecast of up to 3.0%. In the course of 2023, investments focused on the further automa�on of produc�on processes in Germany and Sweden, the construc�on of a new produc�on line for fi�h wheels in Mexico and capacity expansions in India. In contrast, the company received funds from the sale of property, plant and equipment in the amount of EUR 1.7 million (previous year: EUR 2.9 million).

Operating free cash flow at EUR 142.7 million

As a result, opera�ng free cash flow (net cash flow from opera�ng ac�vi�es a�er deduc�ng net investments in property, plant and equipment and intangible assets) increased significantly compared to the previous year's figure from EUR 120.0 million by EUR 22.7 million to EUR 142.7 million. This was mainly the result of a stronger opera�ng result. This was offset by the increase in investments in property, plant and equipment and intangible assets as part of the expansion of the business.

As there was no cash ou�low in connec�on with company acquisi�ons, free cash flow also amounted to EUR 185.3 million. In the previous year, this was offset by cash ou�lows of EUR 289.7 million due to the acquisi�on of company shares amoun�ng to EUR 1.9 million, which were atributable to the purchase of IMS Ltd. in the UK, and the acquisi�on costs of other financial assets (Haldex shares) amoun�ng to EUR 287.8 million.

Solid long-term financing structure

SAF-HOLLAND's financing structure changed noticeably in fiscal year 2023 by replacing short-term financing instruments with long-term financing instruments. The majority of long-term financial liabilities (interest-bearing loans and borrowings plus lease liabilities) consisted of non-current loans and borrowings (91.9%) at the end of the year. Current financial liabilities of EUR 29.6 million were offset by cash and cash equivalents of EUR 246.3 million at the end of 2023. The Group's goal is to achieve a balanced maturity profile and to optimize debt financing conditions. Further details on the maturities and interest rates of the loans and bonds can be found in section 6.14 of the Notes to the Consolidated Financial Statements.

Financial and capital management

SAF-HOLLAND is mainly exposed to liquidity risks, credit risks, interest rate risks and foreign currency risks. Risk management is aimed at limi�ng these risks, in par�cular through natural hedging and the use of deriva�ve and non-deriva�ve hedging instruments. Further informa�on can be found in the Risk and Opportunity Report, sec�on "Overview of significant business risks" and in the Notes to the Consolidated Financial Statements in sec�on 7.1 with reference to financial instruments and financial risk management.

Significant improvement in ROCE to 20.8%

In addi�on to limi�ng risks from financing measures and ensuring solvency at all �mes, the main task of the Group's capital management is to op�mize the cost of capital and generate an appropriate return on capital employed. In the medium term, SAF-HOLLAND is aiming for a return on capital employed (ROCE) of at least 15%. With a ROCE of 20.8% in fiscal year 2023 (previous year: 12.9%), a strong result was achieved and the medium-term target was significantly exceeded. The main reason for the significant increase in ROCE was the 62.2% growth in adjusted EBIT to EUR 202.1 million, while capital employed remained rela�vely stable at EUR 969.3 million (previous year: EUR 967.3 million).

Financial return: ROCE

in kEUR
			Change
		12/31/2023 12/31/2022		absolute Change in %
Equity	475,969	441,354	34,615	7.8%
Interest-bearing loans and bonds,
current and non-current	628,668	715,659	–86,991	–12.2%
Lease liabilities, current and non
current	67,767	38,393	29,374	76.5%
Pensions and other similar
benefits	43,209	15,322	27,887	182.0%
Cash and cash equivalents	–246,276	–243,460	–2,816	1.2%
Capital employed	969,337	967,268	2,069	0.2%
Adjusted EBIT (last 12 months)	202,051	124,601	77,450	62.2%
ROCE	20.8%	12.9%

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Additional Information Fundamental Information about the Group Report on Economic Position Separate Financial Statements of SAF-HOLLAND SE (HGB) Non-financial Aspects Outlook Risk and Opportunity Report Sustainability Corporate Governance Statement Takeover-relevant Information and explanatory Report Subsequent Events

OVERALL STATEMENT OF THE MANAGEMENT BOARD ON THE ECONOMIC POSITION

Based on demand from truck and trailer manufacturers exceeding original expecta�ons, par�cularly in the Americas and APAC regions, the forecast for fiscal year 2023 issued in March 2023 was raised several �mes over the course of the year and ul�mately confirmed. Based on the very successful integra�on of Haldex, the communicated synergy poten�al from the Haldex acquisi�on also supports the posi�ve development of both sales and the adjusted EBIT margin. In addi�on, SAF-HOLLAND achieved economies of scale, efficiency gains in produc�on and cost savings in the administra- �ve area and benefited from previous price increases as well as an increase in the share of the less cyclical a�ermarket business, which also boosted the adjusted EBIT margin.

In addi�on, funds �ed up in current assets con�nued to be consistently managed and, in conjunc�on with the significant increase in profitability, strong opera�ng free cash flow was generated. The leverage ra�o was therefore significantly reduced in the past year and the target of a leverage ra�o of less than 2.0 originally announced for 2024 was achieved ahead of schedule with a figure of 1.8 net financial debt to EBITDA as of December 31, 2023.

The Management Board therefore believes that the SAF-HOLLAND Group is solidly posi�oned for the future.

To our Shareholders Remuneration Report 2023

SEPARATE FINANCIAL STATEMENTS OF SAF-HOLLAND SE (HGB)

796,151,180.69 811,725,891.61

BALANCE SHEET AS OF DECEMBER 31, 2023

Remuneration Report 2023
	Assets
Combined Management Report		12/31/2023	12/31/2022
Fundamental Information about the Group		EUR	EUR
Report on Economic Position	A. Fixed assets
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects	I. Financial assets
Outlook
Risk and Opportunity Report	1. Shares in affiliated companies	646,633,935.29 603,909,566.80
Sustainability	2. Loans to affiliated companies	129,122,803.39 152,893,803.39
		775,756,738.68 756,803,370.19
Corporate Governance Statement	B. Current assets
Takeover-relevant Information and explanatory Report	I. Receivables and other assets
Subsequent Events	1. Receivables from affiliated companies	19,953,928.04	36,743,586.67
Consolidated Financial Statements	2. Other assets	31,775.58	22,797.40
Additional Information		19,985,703.62	36,766,384.07
	II. Cash at banks	222,440.26	18,086,461.22
		20,208,143.88	54,852,845.29
	C. Prepayments	186,289.13	69,676.13

Liabilities
	12/31/2023	12/31/2022
	EUR	EUR
A. Equity
I. Subscribed capital	45,394,302.00	45,394,302.00
II. Capital reserve		231,914,540.25 231,914,540.25
III Retained earnings
1. Legal reserve	45,361.11	45,361.11
2. Other revenue reserves	720,087.15	720,087.15
IV. Unappropriated profit	69,041,306.01	47,755,542.52
		347,115,596.52 325,829,833.03
B. Provisions
1. Provisions for pensions and similar obligations	11,298.00	17,850.00
2. Other provisions	5,057,094.54	2,811,260.16
	5,068,392.54	2,829,110.16
C. Liabilities
1. Trade payables	278,346.45	3,877,974.36
2. Liabilities to affiliated companies		443,145,999.31 479,045,717.42
3. Other liabilities	542,845.87	143,256.64
of which from taxes EUR 144,875.71 (previous year:
EUR 143 thousand)		443,967,191.63 483,066,948.42
		796,151,180.69 811,725,891.61

INCOME STATEMENT FOR THE FISCAL YEAR FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

To our Shareholders			2023	2022
Remuneration Report 2023		EUR	EUR	EUR
Combined Management Report	1. Sales	2,852,231.28		3,296,265.84
Fundamental Information about the Group	2. Other operating income	155,782.03		128,755.67
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)			3,008,013.31	3,425,021.51
Non-financial Aspects	3. Cost of materials
Outlook	a) Expenses for purchased services	1,039,666.67		766,531.69
Risk and Opportunity Report	4. Personnel expenses
	a) Salaries	7,362,626.14		4,682,785.26
Sustainability	b) Social security contributions and pension expenses	414,897.16		357,415.70
Corporate Governance Statement	of which for pensions EUR 5,801.14 (previous year: EUR 0 thousand)
Takeover-relevant Information and explanatory Report	5. Other operating expenses	6,773,126.09		3,692,934.93
Subsequent Events	of which expenses from currency translation EUR 27,863.57 (previous year: EUR 24 thousand)
Consolidated Financial Statements			15,590,316.06	9,499,667.58
Additional Information	6. income from investments	80,000,000.00		36,000,000.00
	thereof from affiliated companies EUR 80,000,000.00 (previous year: EUR 36,000 thousand)
	7. Income from loans of financial assets	7,263,239.00		2,753,444.57
	thereof from affiliated companies EUR 7,260,230.09 (previous year: EUR 2,753 thousand)
	8. Interest and similar expenses	26,145,753.39		8,693,514.89
	of which to affiliated companies EUR 26,144,248.98 (previous year: EUR 8,694 thousand)
	of which expenses from discounting EUR 0.00 (previous year: EUR 1 thousand)
			61,117,485.61	30,059,929.68
	9. Result after taxes		48,535,182.86	23,985,283.61
	10. Other taxes	12,838.17		0.00
	11. Result for the period		48,522,344.69	23,985,283.61
	12. Profit carried forward		20,518,961.32	23,770,258.91
	13. Retained earnings		69,041,306.01	47,755,542.52

Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

BUSINESS AND GENERAL CONDITIONS

SAF-HOLLAND SE holds and manages direct and indirect equity investments, including the exercise of a management and holding func�on, and provides administra�ve, financial, commercial and technical services for the companies it holds shareholdings in.

The company is part of the globally opera�ng SAF-HOLLAND Group and has its headquarters in Bessenbach.

ECONOMIC REPORT

EARNINGS POSITION

In fiscal year 2023, SAF-HOLLAND SE generated sales of EUR 2,852 thousand (previous year: EUR 3,296 thousand). Sales were generated en�rely through the provision of services to subsidiaries.

Other opera�ng income of EUR 156 thousand (previous year: EUR 129 thousand) resulted from the gran�ng of non-cash benefits.

Cost of materials includes other expenses for purchased services amoun�ng to EUR 1,040 thousand (previous year: EUR 766 thousand), which are charged on within the Group.

Due to higher provisions for bonuses, addi�onal employees and salary adjustments, personnel expenses rose by EUR 2,738 thousand from EUR 5,040 thousand to EUR 7,778 thousand.

Other opera�ng expenses amounted to EUR 6,773 thousand and are therefore above the previous year's level (EUR 3,693 thousand); the increase was mainly due to expenses in connec�on with the integra�on of Haldex.

The loss before interest and taxes (EBIT) for the fiscal year amounted to EUR 12,582 thousand (previous year: EUR 6,075 thousand).

Income from investments includes the dividend from SAF-HOLLAND GmbH in the amount of EUR 80,000 thousand (previous year: EUR 36,000 thousand).

Income from loans increased from EUR 2,753 thousand in 2022 to EUR 7,263 thousand, due to the gran�ng of loans to Haldex in November 2022 and the associated interest incurred.

Interest and similar expenses rose in the fiscal year by EUR 17,453 thousand to EUR 26,146 thousand, the increase is mainly due to the financing of the Haldex acquisi�on via intercompany loans and the change in interest rates on intercompany financial liabili�es.

Result for the period amounted to EUR 48,522 thousand in the repor�ng year (previous year: EUR 23,985 thousand).

ASSET POSITION

Total assets amounted to EUR 796,151 thousand as of December 31, 2023 (previous year: EUR 811,726 thousand) and thus fell by EUR 15,575 thousand.

Shares in affiliated companies increased by EUR 42,724 thousand in the fiscal year and amounted to EUR 646,634 thousand; the increase is due to the acquisi�on of the remaining Haldex shares and Haldex GmbH.

The shares represent a 100% interest in SAF-HOLLAND GmbH and a 100% stake in Haldex AB.

The decrease in receivables from affiliated companies from EUR 36,744 thousand to EUR 19,954 thousand is mainly due to the provision of funds for the dividend by SAF-HOLLAND GmbH in the amount of EUR 27,237 thousand.

The decrease in loans to affiliated companies in the amount of EUR 23,771 thousand from EUR 152,894 thousand to EUR 129,123 thousand is due to offse�ng the acquisi�on of the shares in Haldex GmbH with Haldex AB in this amount; the remaining EUR 42,894 thousand are loans to SAF-HOLLAND Inc.

Provisions for pensions decreased by EUR 7 thousand from EUR 18 thousand in 2022 to EUR 11 thousand.

The increase in other provisions from EUR 2,246 thousand to EUR 5,058 thousand is mainly due to provisions for the long-term employee intensifica�on program (EUR 2,823 thousand; previous year: EUR 1,281 thousand), provisions for employee bonuses (EUR 1,049 thousand; previous year: EUR 878 thousand) and provisions for outstanding invoices (EUR 456 thousand; previous year: EUR 95 thousand).

To our Shareholders Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

Liabili�es to affiliated companies amounted to EUR 443,146 thousand and were thus below the previous year's level of EUR 479,046 thousand, the decrease of EUR 35,900 thousand is due to the offse�ng of the dividend receivable from SAF-HOLLAND GmbH.

FINANCIAL POSITION

Equity increased from EUR 325,830 thousand to EUR 347,116 thousand. The reason for this is the higher retained earnings of EUR 69,041 thousand (previous year: EUR 47,756 thousand).

The equity ra�o rose by 3.46% points to 43.60% (previous year: 40.14%).

The company's cash and cash equivalents amounted to EUR 222 thousand as of December 31, 2023 (previous year: EUR 18,086 thousand). The decline is mainly due to the repayment of the deposit of EUR 17,100 thousand for the squeeze-out of the remaining shares in Haldex.

The simplified cash flow from opera�ng ac�vi�es in the narrower sense is as follows:

EUR thousand
	2023	2022
Result for the period	48,522	23,985
Change in the provision	2,246	-658
Cash flow from operating activities in the narrower sense	50,768	23,327

OVERALL STATEMENT

Overall, the Management Board considers the company's economic situa- �on to be stable without change. The company believes it is well equipped to con�nue to successfully meet the economic challenges.

PERSONNEL

As of December 31, 2023, the company had 28 employees (previous year: 24).

OPPORTUNITIES AND RISKS

SAF-HOLLAND SE acts as a holding company for the Group. Its development as well as its risks and opportuni�es therefore largely depend on the business performance of the companies affiliated with the company. SAF-HOLLAND SE is integrated into the Group-wide risk and opportunity management system. For detailed informa�on, please refer to the Group's risk and opportunity management sec�on. The descrip�on of the internal control system for SAF-Holland required by Sec�on 289 (4) HGB is also provided there.

SAF-HOLLAND SE generates its income primarily from investment income from its direct and indirect subsidiaries. Due to its holding func�on, SAF-HOLLAND SE is therefore exposed to the risk of receiving lower investment income if the profits of its subsidiaries fall. In par�cular, the Russia-Ukraine conflict could have a nega�ve impact on the global economy and – directly or indirectly – on SAF-HOLLAND's business ac�vi�es. Due to the solid financial posi�on of the SAF-HOLLAND companies and the ability to manage distribu�ons by the subsidiaries, the opportuni�es and risks in connec�on with investment income are not considered to be material.

FORECAST AND OUTLOOK

For fiscal year 2024, SAF-HOLLAND SE assumes the same interest expenses as in 2023 due to the loans. The Management Board of SAF-HOLLAND SE assumes that poten�al increases in personnel expenses and other relevant cost factors can be offset by increased cost alloca�ons and cost-saving measures.

Taking the expected results of SAF-HOLLAND SE's subsidiaries and the interest result for 2024 into account, result for the period is expected to be slightly lower than in 2024.

In this context, it is assumed that the retained earnings are sufficient and that the company's ability to pay dividends is s�ll ensured.

Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements
Additional Information

NON-FINANCIAL ASPECTS

RESEARCH AND DEVELOPMENT

In order to secure its posi�on in the commercial vehicle market and the company's technology base in the long term, the SAF-HOLLAND Group places great strategic importance on its development ac�vi�es. The development ac�vi�es at SAF-HOLLAND are aimed at offering customers products that reduce their total cost of ownership (TCO) and thus ensure efficient fleet opera�on. New or further developments are aimed at op�mizing processes, minimizing the use of materials, or improving the func�onality or efficiency of products and thus customer benefits.

The development focus is on the topics of safety, durability and lightweight construc�on, which are all relevant from the customer's perspec�ve, as well as on the innova�on trends of the commercial vehicle industry: digitaliza- �on, electrifica�on, autonomous driving and sustainability. Safety and the quality of the products have top priority for SAF-HOLLAND. Ongoing quality tests already in the development process are extremely important. In addi- �on, measures aimed at minimizing the product defect rate are implemented in the product development phase. In order to op�mize the weight of trucks and trailers, SAF-HOLLAND develops lightweight components, which can reduce fuel consump�on and thus CO² emissions.

Regional market requirements and customer preferences differ in the most important commercial vehicle markets of EMEA, North and South America, China and India. In order to meet the diverse legal requirements and registra�on condi�ons, in addi�on to new and further developments, an addi- �onal focus of development ac�vi�es is on the adapta�on of current solu- �ons to meet regional requirements. SAF-HOLLAND is therefore present in the above-men�oned markets with developers and engineers. The direct proximity to its customers ensures that the market knowledge of the locally based units flows directly into product development.

RESEARCH AND DEVELOPMENT PRIORITIES IN 2023

Research and development ac�vi�es in fiscal year 2023 were again determined by the two megatrends electrifica�on and digitaliza�on. The main focus of development ac�vi�es was on products such as the TRAK family of electrified axles, a further development of the HOLLAND FW 35 fi�h wheel coupling, a new genera�on of landing gear and the SAF TIRE PILOT I.Q. �re pressure monitoring system.

Electrified axle family TRAK

The electrified axle family TRAK comprises two electrified axles, SAF TRAKr and SAF TRAKe.

In the recupera�on axle SAF TRAKr, a high-voltage generator unit converts the kine�c energy of the vehicle into electrical energy during braking or in overrun phases. This energy can be temporarily stored in a batery or supplies the auxiliary consumers in the trailer, such as cooling, hea�ng or tail li�s, during the journey. The SAF TRAKr is par�cularly well suited for use in refrigerated vehicles in which the refrigera�on units are operated fully electrically. This helps to reduce fuel consump�on and CO² emissions.

A unique technical feature of the TRAKr is the transmission used by SAF-HOLLAND, which also includes a differen�al that allows the torque to be distributed evenly over two axle sha�s. This prevents one-sided loading or wear of one �re and addi�onally allows for twin �res.

Series produc�on of the SAF TRAKr has taken place in 2023. In repor�ng year 2023, the development focus for the TRAK axle family was on expanding the range for North America and the start of road tes�ng in full electric mode.

The second electrified axle developed by SAF-HOLLAND, the SAF TRAKe, generates electrical energy – in addi�on to recupera�on – through a highvoltage e-machine. The energy generated is also stored in a batery. With the addi�onal energy, the SAF TRAKe supports the drive of the tractor unit when star�ng and accelera�ng. Par�cularly in demanding road condi�ons and on inclines, the SAF TRAKe provides for more trac�on and stability for the truck and trailer combina�on. Due to the all-electric drive, noise and par�culate mater emissions can be reduced significantly despite the addi- �onal weight of the axle, which is par�cularly advantageous for traffic in inner ci�es and urban centers due to the legal limits.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

Compared to the TRAKr, the SAF TRAKe is s�ll in the development stage and the focus is currently on tes�ng the axle in the field.

Fifth wheel HOLLAND FW35

The fi�h wheel HOLLAND FW35 is a fi�h wheel that has been systema�cally developed over genera�ons and is characterized by a long service life and low opera�ng costs. In the year under review, the focus of development was on efficiency improvements and technological enhancements to this fi�h wheel. For example, the cas�ng was op�mized to reduce weight and improve its geometry and manufacturability. Development ac�vi�es were also carried out to integrate intelligent systems with a view to future automa�c coupling.

New generation landing gear platform

Landing gear are used when a trailer is coupled and uncoupled and enable a trailer to be parked without a tractor unit. The latest development activities are aimed at creating a new generation of products on a global platform. The first field trials with customers took place in reporting year 2023.

NEW AIR DISC BRAKES FOR TRUCKS

ModulT is a tried-and-tested air disc brake for trailers and tractor units. To further expand the product por�olio of air disc brakes for trucks, the focus was on developing addi�onal variants in order to be able to offer customers all brake sizes. These new disc brake systems are scheduled to go into series produc�on in the third quarter of 2024 and in 2025.

Tire pressure monitoring system Tire Pilot I.Q.

Another development focus of SAF-HOLLAND is on �re pressure monitoring systems. In Europe, such systems that inform the driver in the event of a loss of pressure in the �re will become mandatory in trailers as of July 2024 due to the amendment of the UN ECE R 141 regulation. The SAF-HOLLAND Group has developed the SAF TIRE PILOT I.Q system, which permanently monitors �re pressure and automa�cally inflates the �re if necessary. The so�warecontrolled system helps to save fuel and reduce �re wear. With the imminent mandatory use in Europe, the development focus was on adap�ng the current technology to future specific requirements and integra�ng addi- �onal required func�onali�es.

STRATEGIC COOPERATION WITH CUSTOMERS AND RESEARCH INSTITUTIONS

SAF-HOLLAND works closely with its customers in all areas of product development but also with research and development ins�tutes, suppliers, and other external partners. Customer requirements can thus be addressed directly and taken into account already during the development of new products and technologies, and development risks can be minimized. This ensures rapid marke�ng. For compe��ve reasons, we refrain from publishing the concrete contents of these development coopera�ons.

R&D EXPENSES

Research and development costs were EUR 38.4 million in fiscal year 2023. In addi�on, development costs in the amount of EUR 4.8 million were capitalized. In rela�on to Group sales, the R&D ra�o (including capitalized development costs) amounted to 2.1% (previous year: 1.5%).

EMPLOYEES IN R&D

As of December 31, 2023, SAF-HOLLAND employed 300 people worldwide in research and development. This equates to around 5.1% of the workforce.

PRIORITY APPLICATIONS

SAF-HOLLAND again recorded a double-digit number of priority applica�ons in fiscal year 2023 with 14 new applica�ons. A priority applica�on is the first applica�on for a patent or patent family at a patent office. As a rule, this is accompanied by a number of further par�al or supplementary applica�ons.

Consolidated Financial Statements

Risk and Opportunity Report

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Additional Information

Subsequent Events

Outlook

Sustainability

Multi-period overview of research and development

To our Shareholders		2023	2022	2021	2020	2019
Remuneration Report 2023	R&D expenses including capitalized development costs (in EUR million)	38.4	23.2	20.2	22.3	25.7
	R&D ratio (expenses as a percentage of sales)	2.1	1.5	1.6	2.3	2.0
Combined Management Report Fundamental Information about the Group Report on Economic Position Separate Financial Statements of SAF-HOLLAND SE (HGB)	Capitalization rate (as a percentage of R&D expenses)	12.4	20.9	16.1	12.5	19.2
	Depreciation, amortization and impairment	-6.2	-2.8	-2.5	-6.2	-3.5
	Number of employees in development, design and testing	300	188	168	166	177
	Number of priority applications	14	12	12	15	24
Non-financial Aspects

PRODUCTION

At the end of 2023, the SAF-HOLLAND Group had 25 produc�on sites worldwide. There are further smaller assembly sites. In addi�on, the Group serves its customers in the a�ermarket business through an extensive global network of spare parts and service sta�ons, dealers and workshops, thus ensuring the �mely supply of spare parts. An overview of the Group's interna�onal manufacturing network can be found on page 5 of the Annual Report.

CAPACITY EXPANSIONS AND EFFICIENCY-ENHANCING MEASURES

In fiscal year 2023, SAF-HOLLAND invested primarily in its produc�on sites in Germany, India, Mexico and Sweden. In Germany, for example, a new welding line was installed in Plant 3 at the Bessenbach site star�ng in the first quarter of 2023. Compared to the previous systems, this welding line enables a 50% increase in the number of axles that can be manufactured. In addi�on, the line has full enclosure, which significantly reduces noise and welding gas emissions.

In Mexico, SAF-HOLLAND built a new produc�on site for fi�h wheels in Piedras Negras. The building was completed in August 2023 and work began on equipping the plant with a welding and assembly line. Due to the convenient loca�on of the new site near the border to the United States, both Mexican and US customers can be supplied from there. Pre-series produc- �on started in January 2024.

In India, SAF-HOLLAND relocated produc�on to a new produc�on building at the Pune site in fiscal year 2023. The new building was commissioned in January 2023. Due to the full capacity u�liza�on of the plant, a second expansion phase was carried out in September 2023 and addi�onal axle assembly lines, a wheel hub assembly line and the first robot welding cell for axle beams were put into opera�on at the Pune plant. With this second expansion phase, SAF-HOLLAND has increased its produc�on capaci�es for axles by around 100% compared to the previous year.

At the end of August 2023, the capacity for machining brake calipers at the plant in Landskrona/Sweden was increased by around 50%. Five new machining centers for double spindles with automated loading were put into opera�on here. The assembly lines have also been expanded.

QUALITY MANAGEMENT, PRODUCT QUALITY AND SAFETY

The main goal is to ensure that SAF-HOLLAND's products meet all of its customers' expecta�ons and the quality requirements. Since customers' end products are o�en func�onally cri�cal, the Group pursues a consistent zero-defect strategy.

The SAF-HOLLAND Group operates globally. A key challenge is to know and understand the different customer requirements as well as the many different standards and market condi�ons. The Group uses a number of key performance indicators to measure quality, customer sa�sfac�on and delivery performance. One important metric is the number of defec�ve parts rejected by customers.

To our Shareholders Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

Root cause analyses are also carried out at the plant level and countermeasures are defined as required. This is supported by the QRQC (Quick Response Quality Control) method, in which all employees are regularly trained.

PURCHASING AND SUPPLIER MANAGEMENT

In addi�on to the central Global Sourcing organiza�onal unit, purchasing at SAF-HOLLAND is carried out via regional units in the EMEA, Americas and APAC regions. This setup enables the regional and local purchasing teams to exchange informa�on on specific local market condi�ons. SAF-HOLLAND thus ensures the achievement of compe��ve prices for goods and services and at the same �me minimizes both supply botlenecks and dependencies on individual suppliers. SAF-HOLLAND also pursues a mul�-supplier strategy for all product groups, thereby expanding its sources of supply.

The availability of key primary products generally improved in the reporting period, with only the availability of brake calipers being significantly restricted in the second half of the year due to a major fire at a supplier's foundry. Availability returned to normal over the course of the fourth quarter. There were infla�on-related price increases for components in 2023. These price increases were offset by lower raw material costs. The cost of purchasing electricity and gas was roughly at the same level as last year.

SUPPLIER MANAGEMENT AND STRUCTURE

The performance of suppliers is constantly monitored by the purchasing organiza�on. Regular supplier evalua�ons are a key tool in this process. Criteria from the areas of quality, logis�cs and sustainability are used.

In addi�on to commercial aspects, the focus of selec�ng suppliers is on achieving a balance of consolida�on of suppliers to reduce complexity and avoiding strong dependencies. In fiscal year 2023, the top 10 suppliers of the SAF-HOLLAND Group accounted for around 27% (previous year: around 26%) of the purchasing volume.

Informa�on on mee�ng the addi�onal requirements of the new supply chain due diligence law in Germany are explained in the separate Non-financial Report of the SAF-HOLLAND Group.

WORKFORCE

DECENTRALIZED ORGANIZATION, A COMPANY CULTURE THAT IS LIVED

The workforce of the SAF-HOLLAND Group makes a significant contribu�on to the success of the company. For this reason, personnel management and personnel development play important roles. The guidelines of the global human resources strategy as well as the interna�onally oriented organiza�on form the framework for human resources management across the different loca�ons. To promote a uniform company culture, the Group published a Culture Code in 2020 that is binding for all employees and sets out the Group's basic values and objec�ves in concrete terms. This was slightly revised following the acquisi�on of Haldex and is now binding for all employees in the Group.

Personnel management is organized on a decentralized basis. The decentralized organiza�on takes the Group's interna�onal orienta�on into account and enables the individual sites to adapt flexibly to local condi�ons and contribute their specifica�ons, especially with regard to regional exper�se in personnel development and recrui�ng.

In Germany, Sweden, France and the United States, the interests of the workforce are represented by trade unions and works councils. In addi�on, employees at all sites have the right to freedom of associa�on and collec- �ve bargaining.

PERSONNEL DEVELOPMENT AND DIVERSITY

Human resources work at SAF-HOLLAND focuses on the further development of its employees as well as on the recruitment of well-trained specialists and managers and on the training of talented young people. Digital learning opportuni�es are an integral part of the diverse further training measures. SAF-HOLLAND strives to build a culture of con�nuous learning. Qualified employees are increasingly becoming a key success factor in global compe��on. SAF-HOLLAND creates individual development opportuni�es for the professional success of its employees. Employees with high poten�al are offered atrac�ve development opportuni�es as part of the training and con�nuing educa�on programs.

Another focus in 2023 was the integra�on of new colleagues into the SAF-HOLLAND Group following the acquisi�on of Haldex. In order to enable a mutual acquaintance and an ini�al exchange of ideas, workshops

	of the workshops was to create a basis of trust and to communicate the
To our Shareholders	strategy of SAF-HOLLAND to future colleagues at Haldex. Product training
Remuneration Report 2023	courses were also held at SAF-HOLLAND and Haldex.
Combined Management Report	NUMBER OF EMPLOYEES INCREASED AFTER ACQUISITION OF
Fundamental Information about the Group	HALDEX
Report on Economic Position	As of December 31, 2023, SAF-HOLLAND employed 5,927 people world
Separate Financial Statements of SAF-HOLLAND SE (HGB)	wide. The number of employees thus increased by 57.3% compared to the
Non-financial Aspects	previous year (3,768 employees). The total number of employees included
Outlook	673 temporary and agency employees as of December 31, 2023 (previous
Risk and Opportunity Report	year: 402).
Sustainability
Corporate Governance Statement	Headcount development
Takeover-relevant Information and explanatory Report	December 31
Subsequent Events
Consolidated Financial Statements	5,927

were held in Germany, Hungary, and the United States. In addi�on, the goal of the workshops was to create a basis of trust and to communicate the strategy of SAF-HOLLAND to future colleagues at Haldex. Product training courses were also held at SAF-HOLLAND and Haldex.

The APAC region had 1,165 employees as of December 31, 2023 (previous year: 529). This means that the share of employees in the total number of employees in the Group has also increased in this region (120.2% compared to 14.9% in the previous year).

Heacount by region 2023


2023	673


		3,768
2022	402


	Employees Temporary workers

In the EMEA region, the number of employees rose to 2,282 as of December 31, 2023 (previous year: 1,584). This means that 44.1% (previous year: 42.0%) of the workforce was employed in this region. The increase is due to the acquisi�on of Haldex and the newly added loca�ons, in par�cular Szentlőrinckáta/Hungary and Landskrona/Sweden.

The largest propor�on of the Group's employees now work in the Americas region. As of December 31, 2023, this related to 2,480 employees (previous year: 1,655). The Americas region therefore accounts for 49.8% (previous year: 43.9%) of the Group's total headcount.

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Additional Information Fundamental Information about the Group Report on Economic Position Separate Financial Statements of SAF-HOLLAND SE (HGB) Non-financial Aspects Outlook Risk and Opportunity Report Sustainability Corporate Governance Statement Takeover-relevant Information and explanatory Report Subsequent Events

OUTLOOK

ECONOMIC FRAMEWORK CONDITIONS

CONTINUOUS GROWTH AND RESILIENCE OF THE GLOBAL ECONOMY

The Interna�onal Monetary Fund (IMF) expects the global economy to grow by 3.1% in 2024, the same level as in 2023. Growth would thus fall short of the historical annual average of 3.8% for the years 2000 to 2019. The IMF's forecast is based on the assump�on that commodity and energy prices will fall in 2024 and interest rates in key economies will decline.

The IMF expects the eurozone to recover and grow by 0.9% in 2024 (previous year: +0.5%). This is based on the assumption that the decline in inflation and growth in real incomes will fuel the recovery. For Germany, the IMF expects a trend reversal and growth of 0.5% in 2023 (previous year -0.3%). Industrial production is also likely to be weakened in 2024 due to lower demand from trading partners. Geopolitical tensions such as the war in Ukraine and the conflict in the Middle East are slowing down international trade. Tight monetary policy due to inflation is also hampering economic growth.

According to the IMF, the world's largest economy, the United States, is likely to grow by 2.1% this year and is therefore expected to be slightly weaker than in the previous year (+2.5%). Growth in Brazil, the most important economy in South America, is also expected to be lower than in the previous year. The Brazilian economy is expected to grow by 1.7% in 2024 (previous year: 3.1%).

A�er the Chinese economy recorded solid growth in 2023 (+5.2%) following the expiry of strict lockdown measures to contain the COVID-19 pandemic, growth is expected to slow to 4.6% in 2024. In India, economic growth is forecast to remain at a high level, increasing by 6.5% (previous year: 6.7%).

Economic development in key markets

in %
	2023	2024
Eurozone	0.5	0.9
Germany	-0.3	0.5
United States	2.5	2.1
Brazil	3.1	1.7
China	5.2	4.6
India	6.7	6.5
World	3.1	3.1

Source: Interna�onal Monetary Fund, World Economic Outlook Update, January 2024

INDUSTRY ECONOMY

With its products for the commercial vehicle industry, SAF-HOLLAND serves the Original Equipment Trailer, Original Equipment Truck and A�ermarket customer groups in par�cular, which are of varying importance in the respec�ve regions. SAF-HOLLAND is ac�ve globally in the Original Equipment Trailer and A�ermarket customer groups. In 2023, the Original Equipment Trailer customer group represented 55.1% and the A�ermarket business 31.2% of Group sales. The Original Equipment Truck customer group, which generates most of its sales in the Americas region, accounted for 13.7% of Group sales.

WEAKENING DEVELOPMENT IN MANY COMMERCIAL VEHICLE MARKETS

Following several years of high demand and a largely posi�ve trend in 2023, many commercial vehicle markets are now expected to slow down.

According to a study published in the fourth quarter of 2023, the research ins�tute Clear an�cipates only slight growth of around 1% in the trailer market in Europe. A recovery in this market will be hampered by a difficult macroeconomic environment and the ongoing war in Ukraine. Accordingly, and based on the Group's current demand situa�on, SAF-HOLLAND expects the European trailer market to decline by around 10 %. The market for heavy trucks had a strong year in 2023, but according to es�mates by

the research ins�tute IHS Markit, around 15% fewer heavy trucks will be manufactured in Europe in 2024.

According to the research ins�tute ACT, the North American markets for trailers and heavy trucks will see declines in 2023. A decline of around 22% is expected in the trailer market. In the market for heavy trucks, which is of greater importance to SAF-HOLLAND in North America, the decline is expected to be up to 16%. It should be noted that both markets have been at a very high level in recent years.

Consolida�on is also expected to take place in the Brazilian trailer market in 2024. A�er the trailer market recorded growth in 2023, SAF-HOLLAND expects the market to remain at this level. According to Anfavea (Associação Nacional dos Fabricantes de Veículos Automotores), the market for heavy trucks is expected to grow by around 36% this year following declines in the previous year.

According to SAF-HOLLAND's es�mates, the Chinese commercial vehicle markets should con�nue to develop posi�vely this year. Growth of around 10% is expected in both the trailer and truck markets.

The trailer market in India recorded high growth in the past year. SAF-HOLLAND expects the market to grow by around 10% in 2024. A slight decline of around 5% is expected in the market for heavy trucks.

FORECAST OF THE COMPANY'S DEVELOPMENT FUTURE DEVELOPMENT OF THE SAF-HOLLAND GROUP

During the repor�ng period, SAF-HOLLAND made significant progress towards implemen�ng its long-term company strategy and realizing the company's goals, par�cularly through the acquisi�on of Haldex AB. The megatrends of electrifica�on, autonomous driving, digitaliza�on and road safety will con�nue to shape the future development of the commercial vehicle market as well as the Group's technological prospects and growth opportuni�es. Strategy 2025 and the derived medium-term financial targets for 2027 form the basis for the company's further development.

When preparing the forecast for fiscal year 2024, SAF-HOLLAND takes the analysis of poten�al opportuni�es and risks in addi�on to the expected macroeconomic and industry environment described above into account. The assump�ons in this outlook also assume an unchanged structure and composi�on of the SAF-HOLLAND Group.

GROUP SALES CHARACTERIZED BY MARKET SLOWDOWN

The Management Board currently assumes that demand for components for commercial vehicles will vary from region to region in 2024. Nevertheless, targeted gains in market share are unlikely to fully compensate for the nega�ve effects of the market slowdown in the core markets of EMEA and North America. In contrast, the a�ermarket business is currently expected to remain stable to slightly posi�ve based on the increased popula�on from the original equipment deliveries of previous years. Overall, the Management Board expects the SAF-HOLLAND Group to generate Group sales of around EUR 2,000 million in fiscal year 2024 (previous year: EUR 2,106.2 million) based on stable exchange rates. This includes a posi- �ve contribu�on to Group sales growth from the pro rata acquisi�on-related effect from the acquisi�on of Haldex AB, which was completed on February 21, 2023. In addi�on, the either completed or planned acquisi- �ons of IMS Group B.V. and Tecma Srl. are expected to contribute to Group sales in the low double-digit million-euro range.

Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events

ADJUSTED EBIT MARGIN EXPECTED TO REMAIN AT A HIGH LEVEL

The development of sales volumes, the product mix between standard products and specialty solutions as well as the segment mix between the original equipment and aftermarket business have a noticeable effect on the development of SAF-HOLLAND's margin. Other relevant influencing factors include the cost of materials, personnel and energy, as well as price enforcement.

For 2024, the Management Board of SAF-HOLLAND SE assumes that profitability will be positively influenced in particular by the stable aftermarket business and corresponding efficiency measures as part of the operational excellence system "SAF-HOLLAND Way." In addition, further cost synergies are expected to be realized through the acquisition of Haldex. On the other hand, lower sales volumes and higher wage, IT and freight costs are likely to have a negative impact. Accordingly, the Management Board anticipates an adjusted EBIT margin for the Group of between 9.0 to 9.5% (previous year: 9.6%).

INVESTMENTS IN GROWTH AND R&D OF UP TO 3% OF GROUP SALES

In order to achieve its medium and long-term growth targets and to position the company for the future in terms of its products, the Group plans to make payments for investments of up to 3% of Group sales in fiscal year 2024 (previous year: 2.9%). Compared to other companies in the commercial vehicle supply industry and the automotive supply industry in particular, the business model is therefore significantly less investment-intensive (asset-light).

Besides investments in improvements to the produc�on network, the planned expenditure will also be spent on automa�on projects and improving process efficiency in produc�on. The Group is also further expanding its capacity to produce disc brake systems. With the roll-out of SAP S/4 HANA as the ERP system planned for the coming years, the company is se�ng yet another investment focus. This will create global standards and implement best prac�ce processes with maximum synergy poten�al across the Group.

Group forecast

Sales	around EUR 2,000 million
Adjusted EBIT margin	9.0 – 9.5%
Investment ratio	≤ 3%

OVERALL STATEMENT BY THE MANAGEMENT BOARD ON THE EXPECTED DEVELOPMENT

At the �me of preparing the Combined Management Report 2023, the Management Board expects SAF-HOLLAND to be able to successfully assert itself in a weaker truck and trailer market in 2024 as well. With the help of the strengthened technology and por�olio posi�on together with Haldex, a less cyclical a�ermarket business, contribu�ons from new products and the targeted further market share gains, the Management Board feels the company is promisingly posi�oned.

Although demand in the core markets of EMEA and North America in the truck and trailer market should con�nue to normalize, SAF-HOLLAND feels it is in a solid posi�on for fiscal year 2024. The a�ermarket business in par- �cular, which accounted for around 31% of Group sales in fiscal year 2023, should strengthen the Group's resilience, resul�ng in a moderate decline in sales to around EUR 2,000 million (previous year: EUR 2,106.2 million).

In addi�on, SAF-HOLLAND is focusing on further cost op�miza�on in order to achieve atrac�ve profitability even in a weaker market environment. For example, expected increases in personnel costs are to be at least par- �ally offset by realizing corresponding improvements in produc�vity. In addi�on, a high cost of materials ra�o means that the company can react flexibly to fluctua�ons in demand. Overall, the Management Board of SAF-HOLLAND SE expects to achieve an adjusted EBIT margin of between 9.0 to 9.5% (previous year: 9.6%).

In the long term, demand for SAF-HOLLAND products should benefit from megatrends such as greater urbaniza�on, electrifica�on, digitaliza�on, sustainability and a further increase in mobility in the commercial vehicle sector. SAF-HOLLAND is therefore aiming to increase Group sales to EUR 2,400 – 2,500 million in 2027.

At the same �me, the company should be able to achieve profitability, measured in terms of the adjusted EBIT margin, of between 9.0% and 9.5% both within a market cycle and in 2027.

	SAF-HOLLAND has a solid balance sheet structure and sufficient financial resources so that a further improvement in the gearing ratio and an
To our Shareholders	attractive return on capital employed of at least 15% can be expected in the long term. At the same time, a net working capital ratio of 15-16% and an appropriate investment ratio of up to 3% of Group sales should also be
Remuneration Report 2023
Combined Management Report	achieved in the long term through a strict focus on capital tied up in
Fundamental Information about the Group	current assets.
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements
Additional Information

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements

RISK AND OPPORTUNITY REPORT

As an interna�onal supplier to the commercial vehicles industry, SAF-HOLLAND is faced with a range of opportuni�es and risks that arise from the Group's business ac�vi�es, its business strategy and its market environment. On the basis of the systema�c management of opportuni�es and risks, SAF-HOLLAND pursues the goal of iden�fying opportuni�es and risks as early as possible, assessing them appropriately and taking appropriate ac�on to mi�gate or avoid risks and exploit opportuni�es.

ORGANIZATION OF RISK MANAGEMENT AND RESPONSIBILITIES

The risk management of SAF-HOLLAND comprises all of its ac�vi�es for the systema�c management of risks. In this regard, risks are recognized and analyzed at an early stage using a uniform system, from which measures are derived to op�mize the risk posi�on. Risk management is a central element of Group-wide corporate governance.

The Management Board of SAF-HOLLAND SE is responsible for ensuring an effec�ve risk management system. Anchoring risk management within Group Controlling allows the risk management system to be holis�cally integrated into the planning and repor�ng process. In applying the risk management instruments, the main focus is on assessing any possible devia- �on in the performance indicator EBITDA (Group earnings before interest, taxes, deprecia�on and amor�za�on). This focus is a result of the fact that SAF-HOLLAND's risk-bearing capacity is determined from its compliance with the financial covenant "net financial debt to EBITDA" of the syndicated loan agreement concluded recently in 2022 and the two term loans to finance the acquisi�on of Haldex. A breach of the financial covenant could result in the loan amounts becoming due. In this case, the Group's liquidity and financial independence would be uncertain. In addi�on to EBITDA, the risk management system also iden�fies and assesses risks that concern the result for the period in order to ensure that risk is viewed in a holis�c manner.

The primary responsibility for risk, risk iden�fica�on, and risk management along the value chain is decentralized and lies with the func�onal managers in the opera�ng units and the central departments. The company's risk manager is responsible for defining and further developing processes and coordina�ng their implementa�on. The risk manager prepares quarterly risk reports and coordinates the assessment of risk-bearing capacity. The risk manager also receives the ad hoc no�fica�ons and forwards these without delay to the Management Board.

The Supervisory Board's responsibility is to monitor the effec�veness of the risk management system. In addi�on, monitoring the compliance of the Group en��es and Group departments with the Group's internal risk management policies is integrated into the rou�ne audit ac�vi�es of the Internal Audit department.

PROCESS OF COMPANY-WIDE RISK MANAGEMENT

The risk management process at SAF-HOLLAND comprises the core elements of risk recogni�on, risk assessment and risk management and monitoring. This process is fully mapped in an integrated so�ware solu�on. With this tool, the risk owners record and assess the risks that have been iden�fied. The so�ware is then used to review and approve the risks at the next level of the hierarchy and, depending on the risk category, escalate them for approval by the heads of the respec�ve func�ons at the Group level. The process of risk iden�fica�on, assessment and management is accompanied by the con�nuous monitoring and communica�on of the reported risks by the risk owners.

Risk iden�fica�on at SAF-HOLLAND is carried out by the risk officers and the risk managers at the company, regional and Group level at the end of each quarter. It is their duty to regularly assess whether all risks have been recorded. The company's risk manager ini�ates the quarterly risk survey process.

As part of the risk assessment process, the risks iden�fied are assessed using systema�c evalua�on procedures and quan�fied both in terms of financial impact and probability of occurrence.

Appropriate risk mitigating control measures are developed, initiated and their implementation is monitored as part of risk management. The strategy or goal is to avoid, reduce or hedge against risks. This requires the develop-

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events

Consolidated Financial Statements
Additional Information

ment of measures that mitigate the financial impact or probability of occurrence of risks. The Group's risks are managed in accordance with the risk management principles described in the Group's risk management policy.

The Group-wide recogni�on and assessment of risks is reported regularly to the Management Board, broken down by risk category and region. The Supervisory Board is informed at least once a year of the risk posi�on of the Group. In addi�on, risks iden�fied within a quarter that have a net expected value exceeding one million euros are reported ad hoc to the Management Board

In order to analyze the overall risk posi�on of SAF-HOLLAND and ini�ate appropriate countermeasures, individual risks at the local business units, the business segments and Group-wide risks are aggregated into a risk por�olio. The scope of consolida�on for risk management corresponds to the scope of consolida�on used for the Consolidated Financial Statements. This allows individual risks to be aggregated into risk categories. In addi�on to facilita�ng individual risk management, this aggrega�on also allows for trends to be recognized and managed, thus allowing the risk factors for certain risk categories to be influenced and reduced. Unless stated otherwise, the risk assessment applies to all three regional segments.

THE RISK PROFILE OF SAF-HOLLAND SE

As part of the prepara�on and monitoring of the risk profile, risks at SAF-HOLLAND are assessed based on their financial impact and their probability of occurrence. The financial impact of risks is quan�fied on the basis of their impact on the Group's earnings before interest, taxes, deprecia�on and amor�za�on of property, plant and equipment and intangible assets (EBITDA) a�er taking risk mi�ga�on measures into account. The following five categories are used:

less than EUR 400 thousand
more than EUR 400 thousand and less than EUR 1,500 thousand
more than EUR 1,500 thousand and less than EUR 3,000 thousand
more than EUR 3,000 thousand and less than EUR 5,000 thousand
more than EUR 5,000 thousand

The probabili�es of occurrence used in the risk assessment are broken down into the following six categories:

0% to 5%
5% to 20%
20% to 35%
35% to 50%
50% to 75%
75% to 100%

Depending on the severity of the impact and probability of occurrence, SAF-HOLLAND classifies risks into A, B and C risks.

	Propability
		Extremly unlikely	Very unlikely	Unlikely	Likely	More likely than not	Very likely
To our Shareholders	Impact
Remuneration Report 2023	More than EUR 5,000,000
Combined Management Report	Up to EUR 5,000,000
	Up to EUR 3,000,000
Fundamental Information about the Group	Up to EUR 1,500,000
Report on Economic Position	Up to EUR 400,000
Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

A B C

OVERVIEW OF SIGNIFICANT BUSINESS RISKS

		Risk rating	YoY change
Risk	A	B	C
Project and process risks
Cybersecurity deficiencies		x		→
Business interruptions due to		x		↑
IT failures
Supply chain disruptions		x		→
Pandemic		x		↑
Strikes		x		↑
New assembly line in Mexico			x	↓
Risks and opportunities from the Haldex transaction			x	↓
Strategic risks/elementary risks
Russia-Ukraine conflict		x		↓
Economic, political and geopolitical environment	x			↑
Compliance risks
Data protection		x		→
Financial and reporting risks
Exchange rate risks		x		↑
Assessment risks (EAT risks)		x		↑
Interest rate risks (EAT risks)			x	↓

All of the risks in the risk por�olio are classified to one of the main risk categories in order to consolidate and present the overall risk posi�on in a clear manner. These categories are based on the globally recognized framework of the "Commitee of Sponsoring Organiza�ons of the Treadway Commission" (COSO):

— Strategic risks/elementary risks

Compliance risks
Process and project risks
Financial and repor�ng risks

The risks that could have the most detrimental impact on the asset, financial and earnings posi�on, as well as the reputa�on of SAF-HOLLAND over the next four years, measured in terms of the rela�ve extent of risk, are described below. The order of the risks presented reflects the current assessment of the rela�ve extent of risk for SAF-HOLLAND in descending order and therefore provides an indica�on of the current significance of these risks for the company.

In addi�on, the company is also exposed to other risks that due to their probability of occurrence and/or poten�al impact do not currently result in their classifica�on as A or B risks.

Significant risks from SAF-HOLLAND's current risk profile:

Deterioration in the economic, political and geopolitical environment – Level A risk – Strategic risks/elementary risks

With opera�ons worldwide, SAF-HOLLAND's business is dependent on global economic developments. An economic downturn – par�cularly in the markets important to SAF-HOLLAND – could result in the company falling

To our Shareholders Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook
Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

short of its sales and earnings targets. Risks could also arise from poli�cal and social changes, par�cularly in the countries where SAF-HOLLAND manufactures and/or markets its products.

The expecta�ons of market research ins�tutes with regard to the truck and trailer produc�on figures forecast for 2024 for the most important regions for SAF-HOLLAND, North America and Europe, are characterized by a recession scenario that cannot be ruled out in the further course of 2024. In light of these forecasts, SAF-HOLLAND's sales and earnings targets assume a scenario of a moderate 5% to 15% decline in the number of heavy trucks and trailers produced for both core regions. Significantly weaker-than-expected produc�on figures from manufacturers (OEMs) would present the risk of a nega�ve impact on the originally planned development of sales and earnings. In the past, SAF-HOLLAND's business model has proven to be very resilient in this vola�le market environment, primarily based on the high-margin a�ermarket business. As long as the devia�ons remain within the usual vola�lity of demand of +/- 10% to 15%, the scope of this risk is assessed as limited.

Trade and customs disputes and trade restric�ons, especially between the United States and China, could have a nega�ve impact on global trade and, in turn, on global economic growth. These could result from poli�cal tensions or trade conflicts between individual countries or regions, leading to short-term or unforeseeable decisions which could have an impact on sales and results of opera�ons as a result.

The conflict in the Middle East and the tense security situa�on surrounding the Suez Canal are also contribu�ng to uncertainty on the markets.

Irrespec�ve of the evaluated scenarios and possible reac�ons in this complex risk field, these developments could have a nega�ve impact on SAF-HOLLAND's sales and margin development.

The risk has increased compared to the previous year and is now reported under A risks.

Russia-Ukraine conflict – Level B risk – Strategic risks/elementary risks Against the backdrop of the war in Ukraine, the overall poli�cal situa�on remains tense, especially in the EMEA region. The ongoing conflict could lead to a further deteriora�on in economic growth and, consequently, in the demand for trucks and trailers.

There could also be indirect effects on sales in other countries. For example, western European fleet operators o�en sell their trailers to Russia a�er they reach a certain age. As this sales channel is no longer be available, due to the sanc�ons in force, fleet operators could be forced to use their vehicles for longer and postpone new purchases.

In addi�on, there is a risk that the assets or subsidiaries of Western companies could be seized or na�onalized by the Russian government as part of retaliatory measures. SAF-HOLLAND is present in Russia through its three subsidiaries. Investments in a new plant in Russia were suspended immediately a�er the breakout of the war and will con�nue to be suspended un�l further no�ce. Nevertheless, there is a risk that there could be a related impairment required on the subsidiary's assets. The carrying amount of the investments in non-current assets in Russia amounted to EUR 2.7 million as of the December 31, 2023, repor�ng date. Impairment losses on fixed assets in the amount of EUR 2.7 million were recognized in fiscal year 2023. The short-term assets of the Russian companies of the SAF-HOLLAND Group amounted to EUR 26.4 million as of the December 31, 2023, repor�ng date. Based on the Group's current knowledge, it does not see any material need to make an impairment on current assets.

This year, the risk is reported under B risks.

Cybersecurity deficiencies – Level B risk – Process and project risks

Informa�on technology (IT) is a key element of the business model. SAF-HOLLAND relies on its systems running efficiently without any disrup�ons. In addi�on, the company depends on IT services from third-party providers. There has been an increase in cybersecurity threats over the past several years as well as in the sophis�ca�on of cyber criminals. This represents a risk to the security of computer systems, networks and products as well as to the privacy, availability and integrity of data. The IT environment could become compromised, by atacks on the networks or those of the IT service providers or from social engineering, data manipula�on to cri�cal applica- �ons or the loss of cri�cal resources, for example.

There can be no guarantee that the measures taken by the company or its IT service providers to safeguard uninterrupted and efficient opera�ons

To our Shareholders

Combined Management Report

Remuneration Report 2023

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

(firewalls, penetra�on tes�ng, etc.) can successfully ward off these threats in all circumstances. Such atacks can have a detrimental effect on business opera�ons and especially on smart factories, which have a compara�vely high degree of automa�on.

Risks associated with cyber risks that have a direct impact on products and services can also have nega�ve effects. SAF-HOLLAND distributes, among other items, products and systems with integrated digital and mechatronic solu�ons, but also offers digital and mechatronic solu�ons itself, such as the TrailerMaster informa�on system, sensors in its products or electric trailer axles. If such products, systems or solu�ons would become compromised or impaired, due to a cyber-atack, by interrup�ons, including by any of the possible incidents described above, a liability to pay damages to customers could arise and the company's reputa�on could suffer.

Moreover, there is a risk that confiden�al data or private informa�on, including third-party data, are leaked, stolen, manipulated or compromised in some other way, including any of the other poten�al security issues referred to above.

If informa�on pertaining to intellectual property is lost or stolen due to a data breach, this could have a nega�ve impact on the compe��ve posi�on and on the earnings posi�on.

If confiden�al or private data is compromised, the company could be confronted with contractual penal�es or official fines or other sanc�ons under non-disclosure agreements or data protec�on legisla�on and regula�ons could be imposed.

Cyberatacks or other disrup�ons could also result in inten�onal unlawful access to or use of the company's loca�ons or systems. They could also result in produc�on outages or supply shortages. Such incidents could have an adverse impact on the company's reputa�on, compe��veness and the earnings posi�on.

SAF-HOLLAND atempts to mi�gate these risks using a range of measures, including employee training, cybersecurity teams to monitor networks and systems, and maintaining back-up and security systems such as firewalls and virus scanners.

At the end of March 2023, SAF-HOLLAND announced that the company's IT systems had been the target of a cyberatack. From SAF-HOLLAND's perspec�ve, the company's current security systems have proven their worth overall. The risks from the area of IT con�nue to be reported under the B risks.

IT risks from failures of IT infrastructure or IT application landscape components – Level B risk – Process and project risks

Informa�on technology risks that could lead to produc�vity losses could also result from the failure of IT infrastructure components (networks, data centers, hardware components, cloud opera�ons/infrastructure as a service). Such failures could arise from an outdated IT infrastructure or from the sheer diversity of hardware components due to past company acquisi- �ons. Components in the IT applica�on landscape can fail due to a heterogeneous applica�on landscape resul�ng from the absence of an overarching applica�on architecture, a lack of common guidelines, and inadequate monitoring. Too few or inadequately qualified personnel could also have a nega�ve impact.

SAF-HOLLAND mi�gates such risks by establishing a medium-term replacement program for cri�cal IT components and by having contracts in place with suppliers for extended maintenance. SAF-HOLLAND also works to mitigate these risks by harmonizing its IT infrastructure and acquiring addi- �onal, qualified personnel.

The assessment of this risk was adjusted compared to the previous year and is now categorized as a Level B risk.

Risks of non-compliance with data protection requirements – Level B risk – Compliance risks

As a globally opera�ng company, SAF-HOLLAND is subject to a broad spectrum of legisla�ve and regulatory requirements in a range of different jurisdic�ons, which have a significant influence on its daily opera�ons and processes. Any legal ac�on whatsoever taken against the company related to breaches of data protec�on requirements could result in painful penal�es.

In order to mi�gate this risk, a data protec�on officer is available to SAF-HOLLAND employees and provides support through appropriate training and specific rules of conduct.

To our Shareholders Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

This risk remained unchanged compared to the prior year and con�nues to be categorized as a Level B risk.

Supply chain disruptions – Level B risk – Process and project risks The globally strained supply chains for raw materials, intermediate products and energy, results in a con�nued risk of supply chain disrup�ons.

In par�cular, disrup�ons to trade routes can also have a significant impact on �mely availability and the related procurement and logis�cs costs. The tense security situa�on surrounding the Suez Canal and the restric�ons on shipping traffic on the Panama Canal should be men�oned in this regard.

This risk remained essen�ally unchanged compared to the previous year.

Interest rate risks – Level B risk – Financial and reporting risks – EAT (earnings after tax) risks

SAF-HOLLAND constantly invests in new concepts for a successful and sustainable future. To this end, a wide variety of development projects are being advanced and capitalized in accordance with accoun�ng regula�ons. There is always a latent valua�on risk if individual projects are not con�nued. The reasons for this could be either deteriora�ng prospects of success or, for example, a change in market demand. The valua�on is reviewed on a regular basis.

This risk was not categorized as a Level A or Level B risk in the previous year.

Work stoppages/strikes - Level B risk - Process and project risks

Several collec�ve agreements and works agreements relevant to SAF-HOL-LAND will expire in 2024 and 2025. There is therefore a risk of work stoppages during this period. In Germany in par�cular, trade unions are atempting to compensate for the real wage losses caused by higher infla�on in recent years by making corresponding wage demands. Various trade unions are currently increasingly resor�ng to longer warning strikes.

Strikes by other professional groups could also lead to a short-term interrup�on of produc�on at individual loca�ons, by blocking transport routes, for example.

The risk was not listed under A or B risks in the previous repor�ng period.

Exchange rate risks – Level B risk – Financial and reporting risks

Due to the interna�onal nature of its business ac�vi�es, the Group is exposed to foreign currency risks from investments, financing and opera�ons. The individual subsidiaries conduct most of their opera�ons in the respec- �ve local currencies. In the event of a devalua�on of the US dollar against the euro, however, the earnings contribu�on to the risk management indicator EBITDA of the Group companies invoicing in US dollars would be reduced as a result of currency transla�on. However, since the raw materials purchased by the Group are predominantly traded in US dollars, a deprecia�on in the US dollar against the euro would simultaneously result in lower purchasing prices, which would result in a posi�ve contribu�on to earnings. SAF-HOLLAND permanently monitors its net financial posi�ons in foreign currencies so that it can hedge them if necessary.

This risk remained essen�ally unchanged compared to the previous year.

Pandemic – B risk – Process and project risks

The probability of occurrence for this risk is es�mated to be extremely low. However, should it occur, the poten�al impact could be considerable, meaning that this risk is listed under B risks.

However, SAF HOLLAND's business model has proven to be resilient in the vola�le market environment of recent years (including COVID-19).

In the previous year (C risk), the risk was mainly considered in terms of COVID-19 and is therefore not directly comparable.

The following risks were reported as Level A and Level B risks in the prior year and categorized as Level C risks this year:

Risks from the integration of Haldex – Level C risk – Project and process risks

With the acquisi�on of Haldex in 2022, SAF-Holland acquired a company that reached around a quarter of the combined sales of both companies.

Due to the ongoing integra�on, the risk is no longer reported separately this year, but is part of the normal risk and opportunity repor�ng.

To our Shareholders Remuneration Report 2023 Combined Management Report Fundamental Information about the Group Report on Economic Position Separate Financial Statements of SAF-HOLLAND SE (HGB) Non-financial Aspects Outlook Risk and Opportunity Report Sustainability Corporate Governance Statement Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

Interest rate risks – Level C risk – Financial and reporting risks – EAT (earnings after tax) risks

SAF-HOLLAND is exposed to interest rate risks as a result of its financing ac- �vi�es. Market-induced changes in interest rates can par�cularly have an influence on the interest burden from variable-rate loans and bonds. Changes in interest rates influence interest expenses and interest-related cash flows. To help finance the acquisi�on of the shares in Haldex AB, SAF-HOLLAND increased its financial liabili�es in 2022 as planned. Net financial liabili�es before leasing amounted to EUR 382.4 million as of December 31, 2023 (previous year: EUR 472.2 million).

The Group uses deriva�ve financial instruments such as interest rate swaps and caps to hedge risk posi�ons arising from interest rate fluctua�ons. The Group's internal target is to hedge approximately 70% of its risk-bearing posi�ons.

The risk is considered to be lower than in the previous year, as interest rates are currently easing slightly. In addi�on, net financial liabili�es before leasing have declined.

Project-related risks from new assembly line in Mexico – Level C risk – Project and process risks

To support the strategic goals, a new assembly line for fi�h wheels is currently being expanded further at the Mexican loca�on in Querétaro for the North American a�ermarket.

This risk is now reported under C risks due to the ongoing expansion of the plant as planned.

OVERALL STATEMENT OF THE MANAGEMENT BOARD: NO RISKS THAT WOULD JEOPARDIZE SAF-HOLLAND'S VIABILITY

The general risk situa�on of the SAF-HOLLAND Group did not change significantly in fiscal year 2023. From today's perspec�ve, there are s�ll no risks that, individually or in combina�on, could lead to the excess indebtedness or insolvency of the company. SAF-HOLLAND's maximum risk-bearing capacity is determined on the basis of its compliance with the financial covenant "net financial debt to EBITDA" atached to the syndicated loan agreement concluded on June 6, 2022, as well as to the two term loans to finance the acquisi�on of Haldex. Compliance with the financial covenant is monitored con�nuously so that appropriate measures can be taken at an early stage if necessary and to avoid the breach of any covenants.

OVERVIEW OF SIGNIFICANT OPPORTUNITIES

The opportunity management system used by the SAF-HOLLAND Group is based on the risk management system. The objec�ve of opportunity management is to recognize poten�al opportuni�es arising from posi�ve developments in our business as early as possible and seize them as well as possible by taking appropriate measures. Seizing such opportuni�es will ensure that the targets planned are met or even outperformed. As part of opportunity management, realizable opportuni�es are considered that have not yet been used as planning inputs.

OPPORTUNITIES FROM THE ACQUISITION AND SUCCESSFUL INTEGRATION OF HALDEX – PROJECT AND PROCESS OPPORTUNITIES

By acquiring Haldex, SAF-HOLLAND has gained extensive capabili�es in the technology areas of so�ware engineering, sensor technology and electronic control, and thereby paying heed to the megatrends of electrifica�on, (semi-)autonomous driving and digitaliza�on. With Haldex, SAF-HOLLAND is crea�ng a leading systems supplier for "Smart Trailers." In the future, the Group will offer customers integrated solu�ons for axle and suspension systems combined with telema�cs and EBS control-based, predic�ve maintenance func�ons as well as intelligent added func�ons such as the� warning systems and �re pressure monitoring from a single source. This opens up new added growth opportuni�es for SAF-HOLLAND.

The acquisi�on also strengthens SAF-HOLLAND's posi�on in the less cyclical, high-margin a�ermarket business.

SAF-HOLLAND ini�ally expected poten�al synergies of more than EUR 10 million per year from the acquisi�on of Haldex. As part of the "Capital Markets Brush-up" informa�on event in January 2023, SAF-HOLLAND quan�fied the targets for the an�cipated net synergies (a�er offse�ng transforma�on expenses) at EUR 10-12 million for 2023, with an increase to EUR 25-35 million for 2027.

Due to the ongoing integra�on, this topic is no longer reported separately this year, but is part of the normal risk and opportunity repor�ng.

Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

STRONGER-THAN-EXPECTED DEMAND FOR TRUCKS AND TRAILERS WORLDWIDE – STRATEGIC OPPORTUNITIES

Should the general economic environment develop beter than expected, our assump�on is that demand for new trucks and trailers will also be stronger than we expect. Improved economic development generally leads to higher demand for transport capacity.

The forecasts of market research ins�tutes for 2024 assume a decline in truck and trailer produc�on in North America and Europe, the most important regions for SAF-HOLLAND. These forecasts are based on the assump�on of a possible recession over the course of the year. If the performance of the economy is more robust than expected or recovers faster than expected, these forecasts could prove to be too cau�ous. Market share gains in the e-commerce sector could also result in posi�ve effects.

The Eastern European market, which accounts for more than one-third of the total market in terms of new European trailer registra�ons and includes high-volume trailer produc�on and sales markets such as Poland, Turkey and Russia, recorded significant decreases in 2022 resul�ng from the war in Ukraine. An end to the military conflicts in the region could result in a sudden dynamic surge in demand by unlocking a significant degree of pent-up demand. Consequently, Group sales could develop beter than expected, enabling SAF-HOLLAND to benefit from a posi�ve effect on earnings due to economies of scale.

SUPPORT FROM GLOBAL MEGATRENDS AND GROWTH IN INTERNATIONAL FREIGHT TRANSPORT – STRATEGIC OPPORTUNITIES

Several global megatrends are benefi�ng the long-term development of worldwide freight transport and, in turn, the markets for trucks and trailers. The growing world popula�on, especially in developing and emerging countries, and the globaliza�on of the economy are leading to an increasing exchange of interna�onal goods. A global transport infrastructure is vital to suppor�ng this. Urbaniza�on is also drawing an increasing number of people to ci�es. Trucks and trailers are the most important means of transporta�on for supplying major ci�es.

The long-term growth of the social middle class is another aspect, especially in the Asia-Pacific region. As incomes rise, the purchasing power of the global middle class is set to increase in the years ahead and lead to higher freight volumes.

CONTINUOUS GROWTH IN DEMAND FOR SPARE PARTS – STRATEGIC OPPORTUNITIES

Fleet sales in recent years, especially in SAF-HOLLAND's core markets of Europe and North America, have resulted in larger fleet sizes in these markets. With the increasing age of these vehicles, the demand for spare parts is also rising and is expected to con�nue to rise in the years ahead, regardless of the development of the original equipment business. With margins in the a�ermarket business generally higher than in the original equipment business, this development should have a posi�ve effect on the Group's profitability in the medium term.

Through its trademarks SAUER QUALITY PARTS and Gold Line, SAF HOLLAND has opened up a further segment within the a�ermarket. SAF-HOLLAND is supplying parts to trucks and trailers in what is known as the "second life" marketplace with a tailored brand that offers more cost-effec�ve parts specially designed for compara�vely older vehicles. This opens up addi�onal sales poten�al, par�cularly in the emerging markets, which have a high number of older vehicles on the roads. This is because the company can deliver the special quali�es that characterize trucks and trailers in these countries: robustness, reliability and a favorable price.

OPPORTUNITIES FROM INDUSTRY-SPECIFIC MEGATRENDS – STRATEGIC OPPORTUNITIES

Autonomous driving, digitaliza�on and alterna�ve drive concepts open up growth opportuni�es for SAF-HOLLAND in the medium to long term. In the area of autonomous driving, the Group already presented the SAF-HOLLAND Automated Coupling (SHAC) concept study at the IAA Commercial Vehicles in 2018. In close coopera�on with development partners, the Group is working on the development of a pilot vehicle in order to subsequently test it in coopera�on with truck manufacturers. The ambi�ous goal is for automated coupling systems to be used on public roads outside of closed logis�cs sites. Since the highest safety standards of ASIL (Automo- �ve Safety Integrity Level) Level D apply to this, SAF-HOLLAND is assuming that an intensive test phase will take place by 2025 before the system is ready for the market.

Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report

The Group offers digi�za�on solu�ons for fleet managers via its UK subsidiary, Axscend. The TrailerMaster informa�on system provides opera�ng data in real �me and enables fleet managers to beter u�lize their resources. From SAF-HOLLAND's perspec�ve, the most important func�onali�es that can be integrated include ligh�ng func�on control, load tes�ng and op�miza�on, maintenance condi�on tes�ng, data evalua�on from the �re pressure control system and electronic braking systems (EBS), patented performance data and the condi�on evalua�on of the brake system – which in the UK exempts operators from the obliga�on to have their trailers tested on test beds – and GPS data transmission for trailer tracking.

The TRAKr and TRAKe axles complement the classical axle by adding a centrally installed electric motor. In the TRAKr system, this motor acts solely as a generator to recuperate energy during braking that can then be used to power electrical aggregates in the trailer. In the TRAKe system, the power generated by the system can be used to power the electrical motor itself, so that the axle contributes to the drive of the trailer. Both solu�ons take load off the combus�on engine in the tractor unit, thereby making an ac�ve contribu�on to reducing CO² emissions. In addi�on, the extra drive in the trailer will improve the range of electrically powered trucks. At the same �me, logis�cs companies opera�ng in urban environments benefit from the systems. TRAKr allows a trailer with an electrically powered and batery supported cooling system and refrigerated goods to be parked in an urban area, as the system can func�on without a running combus�on engine.

OPPORTUNITIES FROM NEW REGULATORY REQUIREMENTS – STRATEGIC OPPORTUNITIES

New standards for commercial vehicles in China

The registra�on requirements for commercial vehicles in China have been �ghtened in the past few years. Following the introduc�on of restric�ons on the maximum weight, the total weight per axle and the dimensions of a truck and trailer combina�on in previous years, stricter safety regula�ons came into force at the beginning of 2019. A�er the expira�on of a one-year transi�onal period, the GB 7258 standard has made the installa�on of disc brakes for the transport of dangerous goods mandatory since January 1, 2019. Trucks are required to equip their front axles with disc brakes and all of the trailer axles will need to feature disc brakes. As of January 1, 2020, the rear axles on trucks and all of the axles on trailers transpor�ng dangerous goods also need to be equipped with air suspension systems. These regula�ons also apply to all trailers with sidewalls and wire mesh superstructures.

Although it is s�ll unclear when end-of-life vehicles that do not meet the specifica�ons will no longer be permited, it can be assumed that the GB 7258 standard will have a no�ceable effect on demand in the Chinese market. As SAF-HOLLAND's products provide solu�ons that meet these requirements, the company has the poten�al to gradually increase its current, rela�vely low market penetra�on in China.

Stricter emissions regulations in the United States

In 2016, the US Environmental Protec�on Agency (EPA) and the Na�onal Highway Traffic Safety Administra�on (NHTSA) published a new direc�ve (Regula�ons for Greenhouse Gas Emissions from Commercial Trucks & Buses) in the United States regula�ng the CO² emissions of heavy commercial vehicles. This is the second phase of legisla�on on fuel efficiency and CO² emission reduc�on, which includes not only trucks but also regula�ons for trailers from 2022 on. For smaller trailer manufacturers, the �ghtened regula�ons apply to models built in 2023 and therea�er.

Even stricter requirements are scheduled to be introduced in the coming years. According to the EPA, the �ghtened regula�ons planned will not only require beter aerodynamics but also the use of �re pressure monitoring systems and lightweight components in order to meet the requirements for improved fuel efficiency. SAF-HOLLAND believes it has extensive exper�se in both of these product areas and is therefore expected to benefit from these stricter regula�ons in the medium term.

New regulations in Germany and the European Union

Regula�on (EU) 2019/2144 on the type-approval of motor vehicles and their trailers, which came into force on January 5, 2020, s�pulates the installa�on of a so-called Tire Pressure Monitoring System (TPMS). As of July 6, 2022, no new type approval can be obtained for vehicles that do not have the appropriate equipment and a�er July 7, 2024, no new vehicles can be registered without it. For SAF-HOLLAND, this could result in poten�al for its products such as its TrailerMaster telema�cs systems or SAF TIRE PILOT.

Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events

RISING DEMAND FOR DISC BRAKE TECHNOLOGY – STRATEGIC OPPORTUNITIES

Whereas the majority of trailers in Europe have been equipped with disc brakes for many years, the percentage of trailers equipped with disc brakes in the US lies at roughly 25%. Tradi�onal drum brakes s�ll dominate the US market, despite being inferior in terms of performance, weight and ease of maintenance. Disc brakes have clear advantages in terms of safety due to their beter braking performance. A truck and trailer combina�on equipped with disc brakes, for example, needs 20% less braking distance (dropping from 129 meters to 104 meters at a speed of 75 mph) compared to drum brakes.

The share of disc brake technology in the US is expected to increase in the medium term to 30-35%. SAF-HOLLAND has been playing a pioneering role in this segment of the European market for years and has many years of exper�se. By employing disc brake technology in its axle systems, the Group could increase its added value per vehicle by 50% or more.

OPPORTUNITIES THROUGH ACQUISITIONS – PROJECT AND PROCESS OPPORTUNITIES

Already in the past, SAF-HOLLAND has proven its ability to consolidate its market posi�on and accelerate its growth with the acquisi�ons of KLL, York, V.Orlandi and especially Haldex. Similarly, even a�er the acquisi�on of Haldex, SAF-HOLLAND con�nuously conducts targeted market reviews and analyses of the poten�al in both the original equipment business and the a�ermarket business in the relevant regions.

In recent years, poten�al sellers of family-run businesses have offered op- �ons but not at atrac�ve terms and condi�ons. In view of the challenges many of these sellers are facing, SAF-HOLLAND expects interes�ng opportuni�es going forward to expand its posi�on in select markets. A good example of this approach was the acquisi�on of KLL in 2016 and the purchase of the outstanding stake in this company in 2021. Through this acquisi�on, SAF-HOLLAND expanded its product por�olio to include products that are characterized by durability and rela�vely low prices. The Group also sees tremendous sales poten�al for such products in other emerging markets, opening up cross-selling opportuni�es in this area.

SAF-HOLLAND also pursued strategic objec�ves when it acquired the York Group, the market leader for trailer axles in India in 2018. So far, demand for robust and reliable trucks and trailers has dominated the market, with price playing an important role. With York's product por�olio, SAF-HOLLAND precisely meets the current market demand as a first step. However, as already seen in China in recent years, market observers expect India and other APAC markets to transi�on to gradually stricter loading and safety regula- �ons over the next few years. Consequently, the Group also expects these markets to shi� towards technologically more sophis�cated solu�ons. With the York acquisi�on, SAF-HOLLAND has gained a foothold with its product por�olio at an early stage and is in a strong posi�on to exploit the available market poten�al.

In fiscal year 2023, SAF-HOLLAND generated 87.2% of its sales in its tradi- �onal regions of the EMEA and Americas. It is the company's stated objec- �ve to raise its sales outside of these key regions in the mid-term.

Outlook

INTERNAL CONTROL SYSTEM WITH REGARD TO THE GROUP ACCOUNTING PROCESS

Three-Lines-Model

Role of the Risk Management System within the ICS

The primary goal of the internal control system (ICS) for the Group accounting processes is to ensure the compliance of the financial repor�ng by making sure that the Consolidated Financial Statements and the Combined Management Report of the SAF-HOLLAND Group and the financial statements of the parent company SAF-HOLLAND SE comply with all relevant laws and regula�ons. It is the responsibility of the Management Board to design the ICS to the specific needs of the company. According to the alloca�on of execu�ve func�ons, the CFO is responsible for finance and accoun�ng. These departments define and review the accoun�ng standards used throughout the Group and combine the informa�on when compiling the Consolidated Financial Statements. Significant risks for the accoun�ng process arise from possible non-compliance with the need to communicate complete and accurate informa�on within the specified repor�ng deadlines. To ensure this, the needs must be clearly communicated, and the units concerned must be enabled to fulfill the requirements. Risks that could impact the accoun�ng process can arise, for example, from transac�ons being recognized too late or incorrectly, or when accoun�ng standards are not observed. The failure to recognize transac�ons also cons�tutes a poten�al risk. To minimize such errors, the accoun�ng process is based on a strict segrega�on of func�ons.

The accoun�ng process is fully integrated into the risk management system of SAF-HOLLAND SE. This ensures that accoun�ng-relevant risks are iden� fied at an early stage and that measures for risk preven�on and mi�ga�on can be promptly ini�ated.

Accoun�ng-related processes are reviewed regularly by the Internal Audit department to ensure the effec�veness of the internal control system and risk management system. The effec�veness of the controls is ensured by the constant monitoring of key indicators in the course of the monthly management repor�ng.

First and foremost, the Supervisory Board, represented by the Audit Commitee, monitors the accoun�ng process, the effec�veness of the system of controls and the risk management system, as well as the audit of the annual financial statements. In addi�on, it reviews the documents pertaining to the

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

separate financial statements of SAF-HOLLAND SE, the Consolidated Financial Statements and the Combined Management Report and discusses these with the Management Board and the auditor. The auditor reviews the system for the early detec�on of risk within the course of its audit of the annual financial statements. During this review, the auditor assesses whether the Management Board is able to use this system to iden�fy any risks early on that could jeopardize the company's con�nued existence.

The IFRS accoun�ng manual serves as the basis for the Group's accoun�ng and repor�ng processes. All Group en��es must base their accoun�ng processes on the standards described in the manual. Significant recogni�on, presenta�on and valua�on policies, such as for non-current assets, inventories and receivables, as well as provisions and liabili�es, are defined in a binding manner.

In addi�on, repor�ng mechanisms have been installed in the Group to ensure uniform treatment of extraordinary issues arising from opera�ng ac�vi�es. Repor�ng deadlines have been set for all en��es to allow �mely compila�on of the Consolidated Financial Statements and the Group Management Report.

The individual financial statements of the Group companies are prepared in accordance with the relevant local accoun�ng standards. Intragroup deliveries and services are recorded by the Group companies in separately iden- �fied accounts.

The balances of the intercompany clearing accounts are reconciled on the basis of defined guidelines and schedules via balance confirma�ons. The financial repor�ng of the Group companies is carried out via the SAP-BPC repor�ng system.

In accordance with the regional segmenta�on of SAF-HOLLAND, the technical responsibility for the financial area is borne both by the financial officers in the Group parent company and by the regional CFOs for the respec�ve region. They are involved in the quality assurance of the financial statements of the Group companies included in the Consolidated Financial Statements. The overall quality assurance of the financial statements of the Group companies included in the Consolidated Financial Statements is performed by the corporate department Group Consolida�on and Controlling, which is responsible for the prepara�on of the Consolidated Financial Statements. The prepara�on of the Combined Management Report is the responsibility of the corporate Investor Rela�ons department, which also reports directly to the CFO of SAF-HOLLAND.

The financial accoun�ng systems used by the Group companies of SAF-HOLLAND are gradually being standardized.

ADEQUACY AND EFFECTIVENESS OF THE OVERALL RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM¹

SAF-HOLLAND's risk management system is based on the globally recognized framework of the Commitee of Sponsoring Organiza�ons of the Treadway Commission (COSO). The appropriateness and effec�veness of the ICS is reviewed in regular audits by the Group Audit department. The audits are carried out as part of a risk-oriented audit planning process. Any weaknesses iden�fied are recorded and a review of the measures taken to rec�fy the weaknesses is carried out by the Group Audit department.

The risk management officers work con�nuously and in a structured manner on improvements. On a quarterly basis, addi�onal internal audits are carried out at the most important companies using a structured review protocol for the main control areas. The scope and thus the informa�ve value of these audits have been expanded during the year and were transferred into a Group-wide, IT-supported ICS tool.

SAF's Internal Control System (ICS) over financial and non-financial repor�ng is designed to mi�gate process risks impac�ng financial and non-financial repor�ng to a level that is acceptable to the company. An effec�ve ICS is necessary to ensure the func�onality of all essen�al business processes.

The management board of SAF- HOLLAND Group is commited to con�nuously strengthen the ICS, enhancing the set of policies, procedures, and processes to provide reasonable assurance to the stakeholders that the organiza�on can meet its objec�ves related to financial and non-financial repor�ng, opera�onal efficiency, and compliance with laws and regula�ons.

¹ The disclosures in this sec�on are not part of the management report and are not the subject of an audit by the auditors PricewaterhouseCoopers.

To our Shareholders Remuneration Report 2023
	business controls.
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report	documenta�on.
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events

Consolidated Financial Statements
Additional Information

The enhanced ICS shall benefit from self-assessments and con�nuous control monitoring. Internal controls are an integral part of business opera�ons. Management, the first line of business, is and remains responsible for sound

The SAF Holland ICS guideline governs and documents the basic principles, organiza�on, and procedures of the ICS in place. The guideline describes responsibili�es and roles, as well as the ICS process and repor�ng such as a risk and impact analysis ("what could go wrong"), defini�on of internal controls that must be followed by the different divisions and subsidiaries of the Group, assessment and review of control points, control performance and

Once every quarter the controls need to be reported and the en�re ICSassessment must be documented in the Groups ICS-So�ware.

The Management Board of SAF-HOLLAND has no informa�on whatsoever sugges�ng that the risk management system or internal control system were not appropriate or effec�ve as of December 31, 2023.

SUSTAINABILITY

Sustainability means doing business sustainably and assuming social responsibility. SAF-HOLLAND is convinced that this approach increases its own innova�ve capacity and future viability. That is why sustainability represents an integral part of the company's philosophy and strategy.

With its sustainability strategy, which was revised in 2022, SAF-HOLLAND ensures that sustainability issues are managed across the Group and contribute to the company's performance.

PUBLICATION OF THE NON-FINANCIAL STATEMENT

SAF-HOLLAND published its Sustainability Report 2023 on March 14, 2024. The non-financial Group statement is issued at the same �me as this report is published.

In accordance with Sec�ons 315c in conjunc�on with 289c to 289e of the German Commercial Code (HGB) and Ar�cle 8 of Regula�on (EU) 2020/852 of the European Parliament and of the Council of June 18, 2020, on the establishment of a framework to facilitate sustainable investment and amending Regula�on (EU) 2019/2088, the Sustainability Report 2023 is publicly available on the company's website at htps://corporate.sa�olland.com/en/sustainability-report.

The Sustainability Report also contains SAF-HOLLAND's UN Global Compact Progress Report. The company has been a member of the UN Global Compact, the worldwide ini�a�ve for sustainable and responsible corporate governance, since 2018.

FOCUS OF SUSTAINABILITY ACTIVITIES ²

The SAF-HOLLAND sustainability strategy is based on five strategic fields of ac�on:

Net-zero emissions by 2050 at the latest
Sustainable products and innova�ons for our customers
Sustainable opera�onal excellence in the value chain
Atrac�ve employer
Effec�ve corporate governance

NET-ZERO EMISSIONS BY 2050 AT THE LATEST

SAF-HOLLAND has set itself the goal of reducing CO² emissions by 2050 to such an extent that no emissions are released on a net basis. To this end, SAF-HOLLAND has introduced an energy management system at produc�on sites, among other things, which is to be rolled out to all produc�on sites in 2024. Smart meters can be used to monitor consump�on in real �me and derive measures to save energy. At the same �me, investments were made in photovoltaic systems at produc�on sites in Germany, India, Mexico and China. Over 1,500 tons of CO2 can be saved each year by installing these systems. Even more plants are to be retrofited with photovoltaic systems, taking their economic viability into account, in the future.

SAF-HOLLAND also supports its customers in mee�ng their sustainability goals. For example, the SAF TIRE PILOT I.Q. �re infla�on system can extend the service life of �res and minimize fuel consump�on. In the SAF TRAKr recupera�on axle, a high-voltage generator unit converts the kine�c energy of the vehicle into electrical energy during braking or in overrun phases. This energy can in turn be temporarily stored in a batery or be supplied to the auxiliary consumers in the trailer, such as cooling, hea�ng or tail li�, while

² The disclosures in this sec�on are not part of the management report and are not the subject of an audit by the auditors PricewaterhouseCoopers.

To our Shareholders Remuneration Report 2023 Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB) Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

driving. The SAF TRAKr is par�cularly well suited for use in refrigerated vehicles in which the refrigera�on units are operated fully electrically. This helps to reduce fuel consump�on and CO2 emissions.

ATTRACTIVE EMPLOYER

SAF-HOLLAND stands for diversity, equal opportuni�es and an open and inclusive mindset. The company is commited to ensuring that all people receive equal respect and apprecia�on. Every employee is a valued member of the company and has equal access to resources and opportuni�es, regardless of ethnic origin, na�onality, age, religion, ideology, disability, gender or sexual orienta�on. This diversity strategy was reflected in a wide range of ac�vi�es in the repor�ng year. These included the Group-wide implementa�on of a DEI (Diversity, Equality, Inclusion) strategy and the revision of various guidelines. All ac�vi�es are monitored by the Diversity Council, which is comprised of employees from various Group companies.

EFFECTIVE COMPANY MANAGEMENT

In the repor�ng year, sustainability ac�vi�es focused on prepara�ons for compliance with the European Union's new repor�ng standards, the Corporate Sustainability Repor�ng Direc�ve (CSRD), the European Sustainability Repor�ng Standards (ESRS) and the EU Taxonomy regula�ons. To this end, work began in the repor�ng year on implemen�ng ESG so�ware that enables indicator-based repor�ng that meets the requirements of ESRS. This so�ware will be rolled out across the Group in 2024. A core element of the CSRD is the double materiality analysis. In the repor�ng year, an extensive test run was conducted with the involvement of an auditor. ESG criteria have now been increasingly incorporated into the internal control system and risk management. A Group-wide Code of Conduct for Suppliers was adopted for the first �me in 2023, which is available on the company website and applies worldwide to all supply chain partners that deliver goods and/or services to a SAF-HOLLAND Group company.

In 2023, the members of the Supervisory Board of SAF-HOLLAND SE entered into a voluntary commitment to invest a share of their fixed remunera�on in SAF-HOLLAND SE shares each year. Accordingly, the members of the Supervisory Board will acquire SAF-HOLLAND SE shares for 20% of their fixed remunera�on in each of the first five years of their membership of the Supervisory Board and hold them for at least the dura�on of their membership. The voluntary commitment applies un�l a total of 100% of the fixed remunera�on has been invested in shares over the five-year term. With this

voluntary commitment, the members of the Supervisory Board want to create an addi�onal element, further aligning their interests in accordance with the long-term success of SAF-HOLLAND SE.

In November 2023, SAF-HOLLAND's quality of the company's management was also recognized posi�vely in an evalua�on by the German Associa�on for Financial Analysis and Asset Management (DVFA). By achieving a score of 79.5%, SAF-HOLLAND came in first place in the SDAX in the DFVA Scorecard for Corporate Governance evalua�on. The average score of the SDAX in the 2023 evalua�on is 61.9%. Last year, SAF-HOLLAND came in second place by recording a score of 75%. The evalua�on of the DVFA Scorecard for Corporate Governance is based on publicly available informa�on that can be accessed via the companies' websites and is published in annual and sustainability reports.

SAF-HOLLAND's sustainability performance is also rated posi�vely by the Sustainaly�cs ra�ng agency. Sustainaly�cs rated SAF-HOLLAND as "low risk" in October 2023.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements
Additional Information

CORPORATE GOVERNANCE STATEMENT

The German Corporate Governance Code designates the Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code (HGB) as the main instrument for Corporate Governance reporting. The Management Board and Supervisory Board report on SAF HOLLAND's Corporate Governance in this statement.

At SAF HOLLAND, Corporate Governance stands for responsible company management and monitoring geared towards sustainable value crea�on that encompasses all areas of the Group. Transparent repor�ng and company communica�on, company management aligned with the interests of all stakeholders, trust-based coopera�on between the Management Board, Supervisory Board and employees as well as compliance with the applicable laws are key cornerstones of the company culture.

The Corporate Governance Statement is publicly available on the company website htps://corporate.sa�olland.com/en/cgs.

Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

TAKEOVER-RELEVANT INFORMATION AND EXPLANATORY REPORT

The disclosures as of December 31, 2023, required by Ar�cle 9 (1) lit. c) ii) SE Regula�on in conjunc�on with Sec�ons 289a and 315a HGB are presented below.

I. COMPOSITION OF SUBSCRIBED CAPITAL

As of December 31, 2023, the share capital of SAF-HOLLAND SE amounted to EUR 45,394,302.00, divided into 45,394,302 no-par value bearer shares, each with imputed no�onal interest in the share capital of EUR 1.00 per share. All shares confer the same rights and obliga�ons.

II. RESTRICTIONS AFFECTING VOTING RIGHTS OR THE TRANSFER OF SHARES

Each share en�tles the bearer to one vote at the Annual General Mee�ng. The vo�ng right may be subject to legal restric�ons, such as Sec�on 136 (1) of the German Stock Corpora�on Act (AktG). We are not aware of any other restric�ons affec�ng vo�ng rights or the transfer of shares, such as those arising from agreements between individual shareholders.

III. HOLDINGS OF MORE THAN 10% OF THE VOTING RIGHTS

At the �me of repor�ng, the company had not received any no�fica�ons of shareholdings exceeding 10% of the vo�ng rights.

IV. SHARES EQUIPPED WITH SPECIAL RIGHTS CONFERRING POWERS OF CONTROL

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

V. EMPLOYEES WITH EQUITY INTERESTS

Employees who hold SAF-HOLLAND shares exercise their rights of control arising from shares directly in the same way as other shareholders in accordance with statutory provisions and the Ar�cles of Associa�on.

VI. STATUTORY PROVISIONS AND REQUIREMENTS OF THE ARTICLES OF ASSOCIATION ON THE APPOINTMENT AND DISMISSAL OF MEMBERS OF THE MANAGEMENT BOARD AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The requirements for the appointment and dismissal of members of the Management Board as well as for any amendments to the Ar�cles of Associa�on are governed by the respec�ve provisions of the applicable European and German laws, including the SE Regula�on and the German Stock Corpora�on Act (AktG), as well as the Ar�cles of Associa�on.

The appointment and dismissal of members of the Management Board is governed by Art. 9 para. 1 lit. c) ii) SE Regulation in conjunction with Section 84 of the German Stock Corporation Act (AktG). The Management Board consists of at least two persons; the Supervisory Board may set a higher number of members for the Management Board (Article 8 (1) of the Articles of Association). The members of the Management Board are appointed by the Supervisory Board for a maximum period of five years; reappointments are permitted (Article 8 (3) of the Articles of Association). The Supervisory Board may appoint a Chairman or Spokesman of the Management Board and a Deputy Chairman or Deputy Spokesman (Article 8 (2) sentence 2 of the Articles of Association). If a required member of the Management Board has not been appointed, a court appointment may be made in urgent cases in keeping with Article 9 (1) lit. c) ii) SE Regulation in conjunction with Section 85 of the German Stock Corporation Act (AktG).

Amendments to the Ar�cles of Associa�on are governed by Ar�cle 59 SE Regula�on, Sec�on 179 of the German Stock Corpora�on Act (AktG) and the Ar�cles of Associa�on. According to Ar�cle 21 (3) sentence 2 of the Ar�cles of Associa�on, unless mandatory statutory provisions s�pulate otherwise, resolu�ons to amend the Ar�cles of Associa�on must be adopted by a twothirds majority of the valid votes cast at the Annual General Mee�ng or, if at least half of the share capital is represented, by a simple majority of the valid votes cast at the Annual General Mee�ng. Where statutory provisions require the majority of the share capital in addi�on to the majority of the votes cast for resolu�ons of a General Mee�ng, the simple majority of the share capital represented in the vote is sufficient, to the extent permited by law. The Supervisory Board is authorized to make amendments to the

Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group

Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

Ar�cles of Associa�on that only concern their wording (Sec�on 179 (1) sentence 2 of the German Stock Corpora�on Act (AktG) and Ar�cle 13 (3) of the Ar�cles of Associa�on).

VII. AUTHORIZATION OF THE MANAGEMENT BOARD TO ISSUE AND REPURCHASE SHARES

The Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital in the period un�l May 19, 2025, once or several �mes by up to a total of EUR 22,697,151.00 by issuing new no-par value bearer shares against cash and/or non-cash contribu�ons (Authorized Capital 2020).

New shares are to be offered, in principle, to the company's shareholders for subscrip�on; they may also be underwriten by one or more credit ins� tu�on(s) or companies as defined by Ar�cle 5 of the SE Regula�on in conjunc�on with Sec�on 186 (5) sentence 1 of the German Stock Corpora�on Act (AktG) with the obliga�on to offer them to the shareholders for subscrip�on ("indirect subscrip�on rights").

However, the Management Board is authorized, subject to the approval of the Supervisory Board, to exclude shareholders' subscrip�on rights for one or more capital increases under Authorized Capital 2020

a) insofar as this is necessary to offset peak amounts;

b) to the extent necessary to grant the holders and/or creditors of conversion and/or op�on rights or the debtors of conversion and/or op�on obliga- �ons under bonds issued by the company or a Group company subscrip�on rights to new shares to the extent to which they would be en�tled a�er exercising the conversion and/or op�on rights or a�er fulfilling the conversion and/or op�on obliga�ons;

c) to acquire, in appropriate cases, companies, parts of companies or interests in companies or other assets, including claims, in return for the transfer of shares; and

D) to the extent that in the event of a cash capital increase, the por�on of share capital atributable to the new shares for which subscrip�on rights are excluded does not exceed a total of 10% of the share capital both at the �me the authoriza�on becomes effec�ve and at the �me of the authoriza- �on being exercised, and the issue price of the new shares does not significantly fall below the stock exchange price of the company's shares of the same class as defined by Sec�on 203 (1) and (2), Sec�on 186 (3) sentence4 of the German Stock Corpora�on Act (AktG); thefollowing shall includethis 10% threshold(i) the por�onof share capitalatributable to shares issued or sold as of May 20, 2020, in direct or analogous applica�on of Sec�on 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG), and (ii) the por- �on of share capital atributable to shares subject to conversion and/or op- �on rights or conversion obliga�ons from bonds and other instruments covered by Sec�on 221 of the German Stock Corpora�on Act (AktG) that are issued under exclusion of subscrip�on rights in accordance with Sec�on 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG) as of May 20, 2020.

The por�on of share capital atributable to the new shares for which subscrip�on rights are excluded in accordance with clauses a) through d) above may not exceed a total of 20% of the company's share capital, both at the �me the authoriza�on becomes effec�ve and at the �me of its exercise. The above 20% threshold with respect to all possibili�es for excluding subscrip- �on rights in accordance with the above leters a) through d) shall include shares that (i) are used as of May 20, 2020 on the basis of an authoriza�on to u�lize treasury shares in accordance with Sec�ons 71 (1) no. 8 sentence 5 and 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG) under the exclusion of subscrip�on rights, i.e., not via a sale on the stock exchange or an offer directed to all shareholders, or (ii) relate to conversion and/or op�on rights or conversion obliga�ons from bonds and other instruments covered by Sec�on 221 of the German Stock Corpora�on Act (AktG) that are issued under the exclusion of subscrip�on rights as of May 20, 2020.

The Management Board is authorized, with the approval of the Supervisory Board, to determine addi�onal terms regarding the share rights and the details of the execu�on of the capital increase.

In fiscal year 2023, the Management Board did not u�lize the authoriza�on to execute a capital increase from Authorized Capital 2020.

SAF-HOLLAND SE is permited to repurchase treasury shares only a�er obtaining prior authoriza�on from the Annual General Mee�ng or in the rare

cases expressly governed by the German Stock Corpora�on Act. The Annual General Mee�ng passed the following resolu�ons on June 10, 2021:

a) The company shall be authorized un�l June 9, 2026, to purchase treasury shares up to a total of 10% of the share capital exis�ng at the �me the resolu�on is adopted or – if lower – at the �me the authoriza�on is exercised, subject to the statutory limits. Together with other treasury shares acquired by the company and held by or atributable to the company, the treasury shares purchased on the basis of this authoriza�on may at no �me exceed 10% of the company's share capital exis�ng at the �me the resolu�on is adopted or – if lower – at the �me the authoriza�on is exercised. Purchases for the purpose of trading in treasury shares are not permited.

The authoriza�on may be exercised in whole or in part, once or several �mes, in pursuit of one or more purposes by the company or also by its Group companies or by third par�es for its or their own account.

At the discre�on of the Management Board, treasury shares may be purchased on the stock exchange or by means of a public purchase offer to all shareholders or a public invita�on to tender an offer for sale. In the event of a purchase via the stock exchange, the considera�on paid per share (excluding incidental acquisi�on costs) may not be more than 10% higher or 20% lower than the average closing price of the company's shares of the same class in Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to entering into the obliga�on to purchase. In the case of a public offer to purchase or a public invita�on to tender an offer to sell, the purchase price offered or the limits of the purchase price range per share (excluding incidental acquisi�on costs) may not be more than 10% higher or 20% lower than the average closing price of the company's shares of the same class in Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to the date of publica�on of the offer or the public invita�on to tender an offer to sell. If there are significant devia�ons in the relevant price a�er publica�on of a purchase offer or the public invita�on to tender an offer to sell, the offer or the invita�on to tender an offer may be adjusted. In this case, the relevant price shall be determined on the basis of the closing price for shares of the company of the same class in Xetra trading (or a comparable successor system) on the last day of trading on the Frankfurt Stock Exchange prior to publica�on of the adjustment; the 10% limit for exceeding or the 20% limit for falling short shall be applied to this amount. The volume of the offer or invita�on to tender an offer may be limited. If the total acceptance of the offer or the offers tendered by the shareholders in response to an invita�on to tender an offer exceed or exceeds this volume, the purchase or acceptance must take place by par�ally excluding any tender rights of the shareholders in propor�on to the shares offered in each case. Preferen�al purchase or preferen�al acceptance of smaller numbers of up to 100 shares of the company offered for purchase per shareholder of the company may be provided for with the par�al exclusion of possible tender rights of shareholders. The offer to purchase or the invita�on to tender a sales offer may include addi�onal terms and condi�ons.

b) The Management Board is authorized to u�lize the company shares purchased on the basis of this authoriza�on for all legally permissible purposes, including, but not limited to, the following purposes:

aa) The purchased treasury shares may also be sold in a manner other than via the stock exchange or by means of an offer to all shareholders if the shares are sold for cash at a price that is not significantly lower than the stock market price of company shares of the same class at the �me of the sale. The relevant stock market price for the purposes of the above provision shall be the average closing price of the company's shares of the same class in Xetra trading (or a comparable successor system) on the last five trading days of the Frankfurt Stock Exchange prior to entering into the obliga�on to sell the shares. The subscrip�on rights of shareholders are excluded. However, this authoriza�on shall only apply on condi�on that the shares sold subject to the exclusion of subscrip�on rights in accordance with Sec�on 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG) may not exceed a total of 10% of the share capital, either at the �me this authoriza- �on becomes effec�ve or at the �me it is exercised ("maximum limit"). Shares issued from authorized capital during the term of this authoriza�on in accordance with Sec�ons 203 (2), 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG), excluding subscrip�on rights, shall be included in this maximum limit. Furthermore, this maximum limit shall include those shares which have been or may s�ll be issued to service conver�ble bonds and/or bonds with op�ons, profit par�cipa�on rights and/or income bonds (or combina�ons of these instruments), provided that the underlying bonds were issued during the term of this authoriza�on excluding subscrip�on rights on the basis of an authoriza�on to issue conver�ble bonds and/or bonds with op�ons, profit par�cipa�on rights and/or income bonds (or combina�ons of these instruments) applying Sec�on 186 (3) sentence 4 of

the German Stock Corpora�on Act (AktG) accordingly. Such offse�ng shall not apply if authoriza�ons to issue new shares from authorized capital with the possibility to exclude subscrip�on rights pursuant to Sec�on 203 (2) and Sec�on 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG) or to issue conver�ble bonds and/or bonds with op�ons, profit par�cipa�on rights and/or income bonds (or combina�ons of these instruments) are granted again by the Annual General Mee�ng applying Sec�on 186 (3) sentence 4 of the German Stock Corpora�on Act (AktG) by analogy, a�er the exercise of such authoriza�ons which led to the offse�ng.

bb)The purchased treasury shares may also be sold in a way other than via the stock exchange or by means of an offer to all shareholders, insofar as this is done in return for non-cash contribu�ons by third par�es, including, but not limited to, in connec�on with the acquisi�on of companies, businesses, parts of companies or interests in companies, or other assets or claims to the acquisi�on of assets eligible for a contribu�on in kind, including claims against the company or its Group companies, or in order to fulfill conversion rights or obliga�ons of holders or creditors of conver�ble bonds and/or bonds with op�ons, profit par�cipa�on rights and/or income bonds (or combina�ons of these instruments) issued by the company or by Group companies. The subscrip�on rights of shareholders are excluded in each case.

cc) The purchased treasury shares may be canceled in whole or in part without any further resolu�on by the Annual General Mee�ng. They may also be re�red in a simplified procedure without a capital reduc�on by adjus�ng the no�onal interest of the remaining no-par value shares in the company's share capital. Such cancella�on of share capital may be limited to a por�on of the shares purchased. If the cancella�on is affected by simplified procedure, the Management Board is authorized to adjust the number of no-par value shares in the Ar�cles of Associa�on.

c) The authoriza�ons under lit. b) also cover the use of shares in the company purchased on the basis of Sec�on 71d sentence 5 of the German Stock Corpora�on Act (AktG).

d) The authoriza�ons under lit. b) may be exercised once or several �mes, in whole or in part, individually or jointly; the authoriza�ons under lit. b), aa) and bb) may also be exercised by dependent companies or companies in which the company holds the majority ownership or by third par�es acting for their account or for the account of the company.

e) The Supervisory Board may determine that measures of the Management Board based on this resolu�on of the Annual General Mee�ng may only be taken with its consent.

In fiscal year 2023, the Management Board did not u�lize the authoriza�on to acquire company shares.

VIII. SIGNIFICANT COMPANY AGREEMENTS CONTINGENT UPON A CHANGE OF CONTROL

The company has issued one promissory note in each of the years 2015, 2020, 2022 and 2023, with a volume of EUR 200 million, EUR 250 million, EUR 176 million and EUR 105 million respec�vely. These promissory notes become due at various �mes, depending on the terms of their individual tranches. There are s�ll tranches outstanding in the amount of EUR 9 million for the promissory note issued in 2015 and EUR 89 million for the promissory note from 2020. In the event of a change of control, the contractual terms and condi�ons for all promissory note loans s�pulate that each lender may, within a certain period of �me a�er receiving no�fica�on of the change of control, call due its por�on of the respec�ve loan in full and demand repayment at the nominal amount plus any accrued interest and all other amounts owed under the respec�ve promissory note loan (e.g. compensa�on for interest lost due to early repayment). Repayment is due immediately, in the case of the promissory note loan from 2023 within 30 bank working days of receipt of the no�fica�on of the change of control by the paying agent.

The current syndicated loan agreement for up to EUR 550 million from 2022 (divided into Term Loan A with EUR 150 million (remaining amount EUR 35 million), Term Loan B with EUR 150 million (remaining amount EUR 139 million) and the drawn and undrawn revolving lines totaling EUR 250 million) also contains an agreement in the event of a change of control. In this case, the company must no�fy the agent under the syndicate agreement of the event immediately a�er the change of control. A�er the change of control has taken place, each lender has the right, at its discre�on, to refuse to draw on the credit lines provided by it under the syndicated loan agreement and to terminate all credit lines granted by it and to demand

To our Shareholders Remuneration Report 2023

Combined Management Report

Fundamental Information about the Group
Report on Economic Position

Separate Financial Statements of SAF-HOLLAND SE (HGB)

Non-financial Aspects

Outlook

Risk and Opportunity Report

Sustainability

Corporate Governance Statement

Takeover-relevant Information and explanatory Report

Subsequent Events

Consolidated Financial Statements

Additional Information

payment of all amounts owed under the respec�ve loan agreement plus accrued interest via the agent with a no�ce period of 10 days, provided that it no�fies the agent of this within a period of 30 days.

Under two loan agreements dated June 13, 2016, SAF-HOLLAND SE, together with SAF-HOLLAND Inc., is ac�ng as a guarantor to IKB Deutsche Industriebank AG, with SAF-HOLLAND GmbH as the borrower. The loans of EUR 25 million and EUR 10 million are to be repaid no later than June 26, 2026. In the event of a change of control, the contractual condi�ons of the respec�ve loans s�pulate that the bank may call the loan due in full within a period of 15 days from receipt of the change of control no�fica�on and demand immediate repayment of the loan plus any accrued interest and all other amounts owed (such as compensa�on for interest lost due to early repayment).

In 2021, SAF-HOLLAND GmbH took out an addi�onal loan of EUR 10 million from Oldenburgische Landesbank AG. SAF-HOLLAND SE is also a guarantor for this loan. In the event of a change of control, Sec�on 12 of the loan agreement allows for a prolonga�on of the contract to the mutual sa�sfac- �on of both par�es in good �me.

Beyond the above, the company is not party to any other important agreements that take effect, change or terminate upon the company's change of control following a takeover bid.

In the event of a change of control, each member of the Management Board has a one-�me right to resign from office by giving three months' no�ce to the end of the respec�ve month and to terminate the service contract on that same date. This special right of termina�on exists solely within one month of the date on which the Management Board member becomes aware that a change of control has actually occurred. In the event of premature termina�on of the employment contract due to a change of control, there is no en�tlement to severance pay.

IX. COMPENSATION AGREEMENTS IN THE EVENT OF A TAKEOVER BID

No agreements exist between the company and the members of the Management Board that would provide for compensa�on arrangements for the members of the Management Board if, in the event of a takeover bid, the employment rela�onship is terminated without due cause.

There are agreements however between the company and individual employees in corresponding departments that provide for compensa�on agreements for the employees in the event of a takeover bid if the employment rela�onship in the respec�ve posi�on ends, under certain condi�ons, indirectly due to a takeover. According to the company's assessment, these agreements are of minor financial significance for the company and include an extension of the statutory no�ce period by an addi�onal three months or/as well as the assurance of a severance payment in the amount of an average gross monthly salary per year of employment.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Fundamental Information about the Group
Report on Economic Position
Separate Financial Statements of SAF-HOLLAND SE (HGB)
Non-financial Aspects
Outlook
Risk and Opportunity Report
Sustainability
Corporate Governance Statement
Takeover-relevant Information and explanatory Report
Subsequent Events
Consolidated Financial Statements
Additional Information

SUBSEQUENT EVENTS

ACQUISITION OF IMS GROUP B.V.

Effec�ve January 2, 2024, SAF-HOLLAND GmbH has acquired IMS Group B.V. Barneveld, Netherlands, from its long-standing exclusive distribu�on partner Pon Group. IMS Group B.V. is the exclusive distributor of the Group's own quality brands SAF and Holland in the original equipment and a�ermarket sectors in the Benelux. In addi�on, IMS Group B.V. offers sustainable and efficient solu�ons for the transporta�on industry with mechanical and hydraulic steering systems.

ACQUISITION OF TECMA SRL.

SAF-HOLLAND GmbH announced February 7, 2024, that it would acquire 100% of the shares in Tecma Srl, Verona, Italy. Tecma Srl specializes in the development and produc�on of customer-specific axle systems and suspensions for special vehicles and heavy-duty applica�ons, which are developed in close coopera�on with vehicle manufacturers according to customer requirements.

104

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

To our Shareholders
Remuneration Report 2023	in EUR thousands
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

in EUR thousands
	Notes	Q1-Q4/2023	Q1-Q4/2022
Sales	(5.1)	2,106,170	1,565,089
Cost of sales	(5.2)	–1,693,411	–1,305,539
Gross profit		412,759	259,550
Other income	(5.3.1)	4,652	4,444
Other expenses	(5.3.5)	–1,260	–2,066
Selling expenses	(5.3.2)	–103,128	–71,487
Administrative expenses	(5.3.3)	–111,999	–71,619
Research and development expenses	(5.3.4)	–38,433	–19,208
Operating result		162,591	99,614
Share of net profit of investments accounted for using the equity method		1,224	1,877
Earnings before interest and taxes		163,815	101,491
Finance income	(5.3.6)	20,421	10,237
Finance expenses	(5.3.6)	–62,532	–23,230
Finance result	(5.3.6)	–42,111	–12,993
Result before income tax		121,704	88,498
Income tax	(5.4)	–41,182	–27,271
Result for the period		80,522	61,227
Attributable to:
Equity holders of the parent		79,933	61,081
Shares of non-controlling interests		589	146

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Additional Information Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board Independent Auditor's Report Declaration of the Legal Representatives

	Notes	Q1-Q4/2023	Q1-Q4/2022
Result for the period		80,522	61,227
Attributable to:
Equity holders of the parent		79,933	61,081
Shares of non-controlling interests		589	146
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Net gain/loss on equity instruments measured at fair value through other comprehensive income	(6.11)	996	6,273
Remeasurements of defined benefit plans	(6.11)	963	8,057
Income tax effects on items recognised in other comprehensive income	(6.11)	–275	–2,073
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations	(6.11)	–20,658	12,688
Other comprehensive income		–18,974	24,945
Comprehensive income for the period		61,548	86,172
Attributable to:
Equity holders of the parent		61,196	85,977
Shares of non-controlling interests		352	195
Basic earnings per share in EUR	(7.2)	1.76	1.35

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

CONSOLIDATED BALANCE SHEET

in EUR thousands		Notes 12/31/2023 12/31/2022
Assets
Non-current assets		814,400	872,183
Goodwill	(6.1)	128,839	80,413
Other intangible assets	(6.1)	298,356	147,505
Property, plant and equipment	(6.2)	334,007	205,729
Investments accounted for using the equity method	(6.4)	11,608	13,827
Financial assets	(6.5, 7.1)	95	402,214
Other non-current assets	(6.6)	17,596	7,334
Deferred tax assets	(5.4)	23,899	15,161
Current assets		837,339	626,240
Inventories	(6.7)	306,692	202,249
Trade receivables	(6.8)	219,739	144,744
Income tax receivables		5,865	1,663
Other current assets	(6.9)	57,515	28,984
Financial assets	(7.1)	1,252	5,140
Cash and cash equivalents	(6.10)	246,276	243,460
Balance sheet total		1,651,739	1,498,423

in EUR thousands
		Notes 12/31/2023 12/31/2022
Equity and liabilities
Total equity	(6.11)	475,969	441,354
Equity attributable to equity holders of the
parent		473,046	440,535
Subscribed share capital		45,394	45,394
Share premium		224,104	224,104
Retained earnings		220,896	169,648
Accumulated other comprehensive income		–17,348	1,389
Shares of non-controlling interests		2,923	819
Non-current liabilities		804,826	718,175
Pensions and other similar benefits	(6.12)	43,209	15,322
Other provisions	(6.13)	20,716	12,946
Interest bearing loans and bonds	(6.14)	615,253	614,118
Lease liabilities	(6.3)	54,282	30,698
Other liabilities	(6.17)	426	382
Deferred tax liabilities	(5.4)	70,940	44,709
Current liabilities		370,944	338,894
Other provisions	(6.13)	29,677	10,911
Interest bearing loans and bonds	(6.14)	13,415	101,541
Lease liabilities	(6.3)	13,485	7,695
Trade payables	(6.15)	228,630	159,029
Income tax liabilities		7,869	4,900
Other financial liabilities	(6.16)	127	2,731
Other liabilities	(6.17)	77,741	52,087
Balance sheet total		1,651,739	1,498,423

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

To our Shareholders	in EUR thousands
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

12/31/2023 Attributable to equity holders of the parent Subscribed share capital Share premium Retained earnings Accumulated other comprehensive income Total amount Shares of noncontrolling interests Total equity (Note 6.11) As of 01/01/2023 45,394 224,104 169,648 1,389 440,535 819 441,354 Effects from adjustment according to IAS 12* – – 134 – 134 – 134 As of 01/01/2023 45,394 224,104 169,782 1,389 440,669 819 441,488 Result for the period – – 79,933 – 79,933 589 80,522 Other comprehensive income – – – –18,737 –18,737 –237 –18,974 Comprehensive income for the period – – 79,933 –18,737 61,196 352 61,548 Dividend – – –27,237 – –27,237 – –27,237 Transactions with non-controlling interests – – –1,582 – –1,582 –13,090 –14,672 Addition of shares of non-controlling interests from business combinations – – – – – 14,842 14,842 As of 12/31/2023 45,394 224,104 220,896 –17,348 473,046 2,923 475,969

*Further informa�on in Note 2.4

in EUR thousands

						12/31/2022

			Accumulated other		Shares of non	Total equity
		earnings	income	Total amount	interests	(Note 6.11)
45,394	224,104	124,235	–23,513	370,220	850	371,070
–	–	61,081	–	61,081	146	61,227
–	–	–	24,896	24,896	49	24,945
–	–	61,081	24,896	85,977	195	86,172
–	–	–15,888	–	–15,888	–	–15,888
–	–	220	6	226	–226	–
45,394	224,104	169,648	1,389	440,535	819	441,354
		Subscribed share capital Share premium		Retained comprehensive	Attributable to equity holders of the parent	controlling

CONSOLIDATED STATEMENT OF CASH FLOWS

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

	in EUR thousands		Notes Q1-Q4/2023 Q1-Q4/2022
	Cash flow from operating activities
	Result before income tax		121,704	88,498
	– Finance income	(5.3.6)	–20,421	–10,237
	+ Finance expenses	(5.3.6)	62,532	23,230
	+/– Share of net profit of investments accounted for
	using the equity method	(6.4)	–1,224	–1,877
	+/– Other non-cash transactions	(7.3)	4,433	7,317
	+ Amortisation and depreciation of intangible
	assets and property, plant and equipment	(5.3.8)	76,325	46,175
	+ Impairment of tangible assets and other
	intangible assets	(5.3.8)	4,893	3,821
	+ Allowance of current assets	(6.7, 6.8)	9,953	4,384
	+/– Change in other provisions and pensions		15,972	5,667
	+/– Change in other assets		–3,497	3,270
	+/– Change in other liabilities		–15,250	4,995
	Loss/Gain on disposal of property, plant and
+/–	equipment		–153	–1,024
	+ Dividends from investments accounted for using
	the equity method	(6.4)	4,300	4,281
	Cash flow before change of net working
	capital		259,567	178,500
	+/– Change in inventories		–20,150	–5,533
	+/– Change in trade receivables1		1,837	–4,997
	+/– Change in trade payables		20,053	12,651
	Change of net working capital		1,740	2,121
	Cash flow from operating activities before
	income tax paid		261,307	180,621
–	Income tax paid	(5.4)	–58,581	–27,229
	Net cash flow from operating activities		202,726	153,392
	Cash flow from investing activities
	– Purchase of property, plant and equipment	(6.2)	–54,893	–31,889
	– Purchase of intangible assets	(6.1)	–6,791	–4,363

	in EUR thousands		Notes Q1-Q4/2023 Q1-Q4/2022
+	Proceeds from sales of property, plant and
	equipment		1,679	2,894
–	Purchase of other financial assets		–	–287,767
–	Payments for acquisition of subsidiaries net
	of cash	(3)	42,579	–1,883
–	Granting of loans		–	–110,000
+	Interest received		3,643	1,333
	Net cash flow from investing activities		–13,783	–431,675
	Cash flow from financing activities
	Dividend payments to shareholders of SAF
–	HOLLAND SE	(6.11)	–27,237	–15,888
+	Proceeds from promissory note loan	(6.14)	105,000	476,000
–	Repayments of current and non-current
	financial liabilities	(6.14)	–110,625	–78,500
–	Repayments of Promissory note loan	(6.14)	–97,500	–
–	paid transaction costs relating to financing agreements	(6.14)	–182	–5,776
	+/– Proceeds and payments from hedging
	instruments		1,025	127
–	Payments for lease liabilities	(7.1)	–15,109	–9,024
–	Interest paid		–36,315	–9,680
	Change in drawings on the credit line and
+/–	other financing activities	(6.14)	14,746	–3,452
	+/– Transactions with non-controlling interests	(3)	–14,672	–509
	Net cash flow from financing activities		–180,869	353,298
	Net increase/decrease in cash and cash
	equivalents		8,074	75,015
	Effect of changes in exchange rates on cash
+/–	and cash equivalents		–5,258	3,224
	Cash and cash equivalents at the beginning of the period	(6.10)	243,460	165,221
	Cash and cash equivalents at the end of the
	period	(6.10)	246,276	243,460

1 As at 31 December 2023 and 2022, trade receivables were sold as part of a factoring agreement. (see sec�on 6.8 in the notes to the consolidated financial statements).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the fiscal year January 1 through December 31, 2023

1. INFORMATION ON THE COMPANY

SAF-HOLLAND SE (previously SAF-HOLLAND S.A.; hereina�er referred to as the "company") was founded on December 21, 2005, in the form of a stock corpora�on (Société Anonyme) under Luxembourg law. By resolu�on of an extraordinary General Mee�ng on February 14, 2020, and the ensuing entry in the Luxembourg Trade and Companies Register on February 24, 2020, it was converted into a European Company (Societas Europaea, SE). Un�l June 30, 2020, the company's registered office was located at Boulevard de la Pétrusse 68–70, Luxembourg, and was entered in the Commercial Register of the District Court of Luxembourg under No. B 113.090. In a resolu�on of the extraordinary General Mee�ng on May 20, 2020, a resolu�on was passed to transfer the registered offices from Luxembourg to Germany. Since being registered in the Commercial Register at the District Court of Aschaffenburg under No. HRB 15646 on July 1, 2020, the registered office of the company has been located in Germany, Hauptstraße 26, 63856 Bessenbach. The company's shares are listed in the SDAX of the Frankfurt Stock Exchange.

The Consolidated Financial Statements of SAF-HOLLAND SE were compiled by the Management Board on March 7, 2024, and are scheduled for publica�on by the Management Board a�er being reviewed and approved by the Supervisory Board on March 8, 2024.

The financial statements, the Consolidated Financial Statements, and the Combined Management Report of SAF-HOLLAND SE for fiscal year 2023 will be published in the Federal Gazete. The financial statements of SAF-HOLLAND SE for 2023 and the Consolidated Financial Statements and Combined Management Report can be downloaded from htps://corporate.sa�olland.com/de/investor-rela�ons.

2. ACCOUNTING AND VALUATION PRINCIPLES

2.1 BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The Consolidated Financial Statements of SAF-HOLLAND SE were prepared in accordance with Interna�onal Financial Repor�ng Standards (IFRS), as adopted by the European Union and applicable as of the repor�ng date.

The Consolidated Financial Statements are prepared using the historical cost principle, except for equity instruments and deriva�ve financial instruments, which are measured at fair value.

The balance sheet presents current and non-current assets and current and non-current liabili�es. The Consolidated Statement of Comprehensive Income is prepared according to the cost of sales method. Certain items in the Consolidated Statement of Comprehensive Income and the balance sheet are aggregated. They are disclosed separately in the Notes to the Consolidated Financial Statements.

The Consolidated Financial Statements are prepared in euros. Unless stated otherwise, all amounts are presented in euro thousands (EUR thousands). Due to rounding, individual figures may not add up precisely to the totals provided.

2.2 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

In preparing the Consolidated Financial Statements, the management has made assump�ons and es�mates that affect the reported amounts of assets, liabili�es, income, expenses and con�ngent liabili�es as of the repor�ng date. Due to the currently unpredictable consequences of the Ukraine and Middle East conflicts and other poli�cal and economic uncertain�es, es�mates and discre�onary decisions are subject to increased uncertainty. This applies in par�cular to the assump�ons regarding the future development of cash flows made during the impairment tes�ng of goodwill. The actual figures may in some cases differ from these assump�ons and es�mates, which could have an impact on the recogni�on and measurement of assets and liabili�es – and goodwill in par�cular. However, the sensi�vity analyses conducted during the

impairment tes�ng of goodwill revealed that there are no indica�ons of impairment for any of the three regions: EMEA, Americas and APAC. Reference is made to the comments on the assump�ons and sensi�vity analyses in Note 6.1.

Any changes in assump�ons and es�mates are recognized in profit and loss as soon as they become known. The following sec�on details the key forward-looking assump�ons as well as other main sources of es�ma�on uncertainty as of the repor�ng date that pose a significant risk that a material adjustment to the carrying amounts of assets and liabili�es may be necessary within the subsequent fiscal year.

Impairment of goodwill and intangible assets with indefinite useful lives

The Group tests goodwill and other intangible assets with indefinite useful lives for impairment at least once a year and when there is an indica�on of impairment. The Group's impairment tests as of October 1, 2023, are based on calcula�ons of the recoverable amount using a discounted cash flow model. Future cash flows are derived from the Group's five-year financial plan, which was approved by the Supervisory Board. Cash flows beyond the planning period are extrapolated using individual growth rates. The recoverable amount depends heavily on the discount rate used in the discounted cash flow model, expected future cash inflows and ou�lows and the growth rate used for purposes of extrapola�on.

Assump�ons are based on the informa�on available at the �me, par�cularly the expected business developments, current condi�ons and realis�c assessments of the future development of the global and industryspecific environment. The key assump�ons underlying the company's planning are based on projected unit volumes for the truck and trailer markets published by market research companies and planning discussions with the Group's main customers. Although management believes that the assump�ons used to calculate the recoverable amount are reliable, any unforeseen changes in these assump�ons could lead to an impairment charge that could adversely affect the Group's asset, financial and earnings posi�on. The basic assump�on to determine the recoverable amount for the various cash-genera�ng units and intangible assets with indefinite useful lives, including a sensi�vity analysis, are discussed in more detail in Note 6.1. As of December 31, 2023, the carrying amount of obliga�ons was EUR 128.8 million (previous year: EUR 80.4 million), and that of intangible assets with indefinite useful lives amounted to EUR 62.3 million (previous year: EUR 40.9 million).

Measurement of property, plant and equipment and intangible assets with finite useful lives

Measurement of property, plant and equipment and intangible assets with finite useful lives requires the use of es�mates for determining the fair value at the acquisi�on date, par�cularly for assets acquired in a business combina�on. Furthermore, the expected useful lives of these assets must be determined. The determina�on of fair values and useful lives of assets and impairment tes�ng in the case of indica�ons of impairment are based on management's judgement. As of December 31, 2023, the carrying amounts of property, plant and equipment amounted to EUR 334.0 million (previous year: EUR 205.7 million) and that of intangible assets with indefinite useful lives amounted to EUR 236.0 million (previous year: EUR 106.6 million). Further details are provided in Notes 6.1 and 6.2.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

Equity instruments measured at fair value through other comprehensive income

If the fair value of the recognized financial assets and financial liabili�es cannot be determined by reference to listed prices on ac�ve markets, it is measured using valua�on techniques, including the discounted cash flow method, among others. The input factors for this model are taken from observable market data when possible; If these are not available, fair value measurement relies heavily on management's judgement. Changes to assump�ons made could affect the recognized fair values of financial and equity instruments. Reference is made to Note 7.1 for more informa�on.

Income taxes

Tax items are determined taking the local tax laws and relevant administrative opinions into account. Due to their complexity, tax positions are subject to the risk that the taxpayer and the tax authorities interpret tax matters differently. Different interpretations of existing or new tax legislation introduced by tax reforms or other law-making procedures can lead to back-taxes for past years (transfer prices, for instance). Such matters are considered by the management when they make their estimate.

At each reporting date, the Group assesses whether the realization of future tax benefits is probable enough to recognize deferred tax assets. Among other tasks, this requires management to assess the tax benefits arising from the available tax strategies and future taxable income and to take any other positive or negative factors into account. In order to make this assessment, the projected taxable income is estimated based on the company's planning. The reported amount of deferred tax assets could decline if the projected taxable income is lower than expected, or if changes in current tax legislation restrict the timing or scope of future tax benefits.

Deferred tax assets are recognized for all unused tax loss carryforwards to the extent that it is probable that there will be taxable profits against which the losses can be u�lized. Deferred tax assets for all unused interest carryforwards are recognized to the extent that it is probable that they can be used in the future to reduce taxable income. As of December 31, 2023, the carrying amount of deferred tax assets recognized on unused loss carryforwards came to EUR 23.4 million (previous year: EUR 9.6 million). Of this amount, EUR 13.4 million is atributable to deferred tax assets on the Haldex Group companies consolidated for the first �me in 2023. Unrecognized tax loss carryforwards amounted to EUR 44.8 million from the former SAF-HOLLAND Group companies (previous year: EUR 56.8 million). From the companies of the Haldex Group consolidated for the first �me in 2023, the loss carryforwards not covered by a deferred tax asset amounted to EUR 28.9 million. In addi�on, as of December 31, 2023, the carrying amount of deferred tax assets recognized on interest carryforwards was EUR 1.6 million (previous year: EUR 1.0 million). Further details are provided in Note 5.4.

Leasing liabilities

According to IFRS 16, the terms of leases are based on the non-cancellable term of the lease and an assessment of any op�ons to extend or terminate the lease. The decision on the lease terms and the discount rate used has an influence on the amount at which right-of-use assets and lease liabili�es are recognized.

Pensions and other similar commitments

The costs of defined benefit plans and post-employment medical benefits are determined on the basis of actuarial calcula�ons. The actuarial valua�on is based on assump�ons regarding discount rates, future wage and salary increases, mortality rates, future pension increases and expected fluctua�ons as well as trends in healthcare costs. All assump�ons are reviewed on the repor�ng date. Management derives the appropriate discount rates based on the interest rates on corporate bonds in the respec�ve currency that have at least an AA ra�ng. Bonds with higher default risks or offering much higher or lower returns (sta�s�cal outliers) compared to other bonds in the same risk category are not considered. The bonds are adjusted to the expected term of the defined benefit obliga�ons through extrapola�on. Mortality rates are based on publicly available mortality tables for the respec�ve country. Future wage, salary and pension increases are based on expected future infla�on rates and short-term pension adjustments for a given country and the structure of the defined benefit plan.

Due to the long-term nature of pension plans, such es�mates are subject to significant uncertainty. As of December 31, 2023, the carrying amount of pensions and other similar obliga�ons was EUR 43.2 million (previous year: EUR 15.3 million). Further details, including a sensi�vity analysis, are provided in Note 6.12.

113

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Consolidated Statement of Comprehensive Income Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

Other provisions

The recogni�on and measurement of other provisions are based on es�mates of the probability of the future ou�lows of benefits based on past experience and the circumstances known as of the repor�ng date. As a result, the actual ou�low of benefits may differ from the amount recognized under other provisions.

As of December 31, 2023, other provisions amounted to EUR 50.4 million (previous year: EUR 23.9 million). Further details are provided in Note 6.13.

Guarantees and warranties

The provision for guarantees and warranties is recognized on the basis of past experience considering the circumstances on the reporting date for the products in circulation. For this reason, the actual cash outflows could differ from the amount set aside in the provision for guarantees and warranties. The provision for guarantees and warranties is included in other provisions and amounts to EUR 27.7 million as of the reporting date (previous year: EUR 14.4 million). Further details are provided in Note 6.13.

Variable remuneration

The Group ini�ally recognizes the cost of Share Units (apprecia�on rights) granted to members of the Management Board and certain managers at the fair value of the apprecia�on rights at the grant date and subsequently measures them on each repor�ng date as well as on the setlement date. Es�ma�ng the fair value of variable payments requires the selec�on of an appropriate valua�on model depending on the terms and condi�ons of the agreements. This model includes a variety of inputs for which assump�ons must be made to es�mate the fair value. The main inputs are the expected life of the op�on, the vola�lity of the share price and the expected dividend yield. The period of vola�lity is based on the remaining period of the performance share unit plans. As of December 31, 2023, the carrying amount of obliga�ons was EUR 5.1 million (previous year: EUR 2.3 million). Further details are provided in Note 6.13.

Derivative financial instruments

If the fair value of financial assets and financial liabilities recognized in the balance sheet cannot be derived from an active market, it is determined by using valuation models. The inputs for this model are taken from observable market data when possible; If this is not possible, the determination of fair values represents a discretionary decision to a certain extent. This judgement considers parameters such as liquidity risk, credit risk and volatility. Changes in the assumptions about these factors could affect the recognized fair value of financial instruments. As of December 31, 2023, the carrying amount of derivative financial instruments was EUR 0.3 million (previous year: EUR 1.3 million). Further details are provided in Note 7.1.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation principles

The Consolidated Financial Statements consist of the financial statements of SAF-HOLLAND SE and its subsidiaries as of December 31 of each year. The financial statements of the consolidated subsidiaries, associates and joint ventures are prepared for the same repor�ng date as the parent company and apply uniform accoun�ng and measurement policies.

All receivables and payables, sales and income, expenses and unrealized gains and losses from intercompany transac�ons are eliminated in full during consolida�on.

Subsidiaries are fully consolidated from the date of acquisi�on, i.e., from the date on which the company obtains control. SAF-HOLLAND SE controls an investee when it has direct or indirect power over the investee, is exposed to the variable returns from its involvement with the company and has the ability to affect the variable returns through its power over the investee. An en�ty is no longer consolidated when a control rela�onship with the parent company no longer exists.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Business combinations

Business combina�ons are accounted for using the acquisi�on method. Under this method, the cost of an acquisi�on represents the total considera�on transferred measured at fair value on the acquisi�on date. For each business combina�on, the acquirer measures the non-controlling interest in the acquired company either at fair value or the propor�onate share of the acquired company's iden�fiable net assets measured at fair value. Acquisi�on costs related to a business combina�on are expensed as incurred. The con�ngent considera�on agreed is recognized at fair value at the acquisi�on date. Subsequent changes in the fair value of con�ngent considera�on, which represents an asset or liability, are recognized in profit and loss. If the con�ngent considera�on is classified as equity, it will not be remeasured. The subsequent setlement is accounted for within equity. In a business combina�on achieved in stages, the acquirer's previously held interest in the acquired company is first remeasured at its fair value on the acquisi�on date and any resul�ng gain or loss is recognized is profit and loss.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transac�on.

If the parent company loses control over a subsidiary, it will:

derecognize the assets (including goodwill) and liabili�es of the subsidiary,
derecognize the carrying amount of any non-controlling interest in the former subsidiary,
derecognize cumula�ve transla�on differences recognized in equity,
recognize the fair value of the considera�on received,
recognize the fair value of any investment retained,
recognize any gains and losses in profit and loss,
reclassify the parent company's share of other comprehensive income components to profit and loss or retained earnings, depending on the specific circumstances.

Shares in associates and joint ventures

Investments in associates and joint ventures are accounted for in the Consolidated Financial Statements using the equity method.

An associate is an en�ty over which the Group can exercise considerable influence by par�cipa�ng in the en�ty's financial and opera�ng policy decisions but cannot exert control or joint control over those decision processes. Considerable influence is generally assumed when the Group holds between 20 percent and 50 percent of the vo�ng rights.

A joint venture is a joint arrangement in which the par�es have joint control over the arrangement and rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control via an arrangement, which exists only when decisions about the relevant ac�vi�es require the unanimous consent of the par�es sharing control.

The considerations for determining whether considerable influence or joint control exists are similar to those for determining control over the subsidiaries. Investments in associates and joint ventures are no longer included in the Consolidated Financial Statements using the equity method when the Group no longer exercises considerable influence or participates in the joint control over decision processes. Profits and losses from transactions between the Group and the associated company or joint venture are eliminated in proportion to the share in the associate or joint venture.

The complete list of the Group's shareholdings is provided in Note 7.6.

Foreign currency translation

The Consolidated Financial Statements are presented in euros, which is the Group's func�onal and repor�ng currency. Each en�ty in the Group determines its own func�onal currency, and items included in the financial statements of each en�ty are measured using that func�onal currency. Foreign currency transac�ons are ini�ally translated into the func�onal currency at the spot rate on the day of the transac�on. Monetary assets and liabili�es denominated in foreign currency are translated at the repor�ng day's closing rate. All exchange differences are recognized in profit and loss. Non-monetary items measured at historical cost in a foreign currency are translated at the rate prevailing on the date of the transac�on. Any goodwill arising from the acquisi�on of a foreign opera�on and any fair value adjustments to the carrying amounts of assets

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Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

and liabili�es arising from the acquisi�on of this foreign opera�on are accounted for as assets and liabili�es of the foreign opera�on and translated at the repor�ng day's closing rate. As of the repor�ng date, the assets and liabili�es of foreign opera�ons are translated into euros at the closing rate. Income and expenses are translated at the weighted average exchange rate for the fiscal year. The exchange differences arising from transla�on are recognized in equity. On disposal of a foreign opera�on, the accumulated amount recognized in equity rela�ng to that par�cular foreign opera�on is recognized in profit and loss. Exchange differences from foreign currency loans that are part of a net investment in a foreign opera�on are recognized directly in equity un�l disposal of the net investment, at which �me they are recognized in profit and loss.

In fiscal year 2023, none of the func�onal currencies used within the Group were considered as that of a hyperinfla�onary economy in the sense of IAS 29 (Financial Repor�ng in Hyperinfla�onary Economies).

The most important func�onal currencies of foreign opera�ons are listed in the following table:

	Closing rate			Average rate
	12/31/2023	12/31/2022	Q1-Q4/2023	Q1-Q4/2022
Australian Dollar	0.61680	0.63618	0.61466	0.65970
Brazilian Real	0.18642	0.17727	0.18531	0.18438
Chinese Renminbi	0.12803	0.13531	0.13088	0.14139
Indian Rupee	0.01087	0.01132	0.01120	0.01211
Canadian Dollar	0.68327	0.69168	0.68554	0.73054
Polish Zloty	0.23039	0.21376	0.22036	0.21374
Swedish Krona	0.09021	0.08976	0.08724	0.09415
US-Dollar	0.90425	0.93677	0.92493	0.95060

Goodwill

Goodwill acquired in a business combina�on is ini�ally measured at cost. Following ini�al recogni�on, goodwill is measured at cost less any accumulated impairment losses.

For the purpose of impairment tes�ng, goodwill acquired in a business combina�on is allocated as of the acquisi�on date to each of the Group's cash-genera�ng units that are expected to benefit from the synergy effects of the combina�on, irrespec�ve of whether other assets or liabili�es of the acquired company are allocated to those cash-genera�ng units.

Intangible assets

Intangible assets acquired separately are measured at cost upon their ini�al recogni�on.

The acquisi�on cost of an intangible asset acquired in a business combina�on is its fair value as of the acquisi�on date.

Research costs are expensed in the period in which they are incurred. Development costs for internally generated intangible assets are only capitalized as an intangible asset when the Group can demonstrate:

the technical feasibility of comple�ng the intangible asset to make it available for internal use or sale,
the inten�on to complete the intangible asset and its ability to use or sell the asset,
the recoverability of future economic benefits,
the availability of resources to complete the asset, and
the ability to reliably measure the expenditure atributable to the intangible asset during its development.

	Following their ini�al recogni�on, intangible assets are carried at amor�zed cost less any accumulated impairment losses.
To our Shareholders
Remuneration Report 2023	For capitalized development costs, amor�za�on begins when the development phase has been completed and the asset is available for use.
Combined Management Report
Consolidated Financial Statements	A dis�nc�on is made between intangible assets with finite useful lives and
Consolidated Statement of Comprehensive Income	those with indefinite useful lives.
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity	Intangible assets with finite useful lives are amor�zed over their useful
Consolidated Statement of Cash Flows	lives and tested for impairment whenever an indica�on of impairment
Notes to the Consolidated Financial Statements	exists. The useful life and the amor�za�on method used for an intangible
Mandates of the Supervisory Board/Management Board	asset with a finite useful life are reviewed at the end of each fiscal year at
Independent Auditor's Report	a minimum. Amor�za�on is recognized in the expense category that
Declaration of the Legal Representatives	corresponds to the intangible asset's func�on within the company.

Intangible assets with indefinite useful lives are not subject to scheduled amor�za�on but rather tested for impairment at least once annually. The useful life of these intangible assets is also examined annually to determine whether the assessment of an indefinite useful life s�ll applies. If this is not the case, the change in the assessment of indefinite to limited useful life is made prospec�vely.

Because the Group expects to expand acquired brands in the future, brands are assumed to have indefinite useful lives. However, a finite useful life is assumed for acquired intangible assets such as technology and customer rela�onships.

The accoun�ng principles applied to the Group's intangible assets can be summarized as follows:

			Capitalised development
	Customer relationship	Technology	cost	Brand	Service network	Licenses and software
Amortisation method used	Amortised on a straight	Amortised on a straight	Amortised on a straight	No amortisation	Amortised on a straight	Amortised on a straight
	line basis over the useful	line basis over the useful	line basis over the useful		line basis over the useful	line basis over the useful
	life	life	life		life	life or over the period of
						the right
Useful life	15–40 years	8 – 13 years	8 – 10 years	Infinite	20 years	3–10 years

Gains or losses on the derecogni�on of intangible assets are determined as the difference between the net realizable value and the carrying amount of the asset and are recognized in profit and loss in the period in which the asset is derecognized.

Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated deprecia�on and impairment losses.

The cost of self-constructed property, plant and equipment includes direct material and produc�on costs, any allocable material and produc�on overheads, as well as produc�on-related deprecia�on. Administra�ve expenses are capitalized only when there is a direct link to produc�on.

Ongoing maintenance and repairs are expensed immediately.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board	Amortisation method
Independent Auditor's Report	used
Declaration of the Legal Representatives

The costs of replacing components or of overhauling plant and equipment are capitalized only when the recogni�on criteria are met.

The useful lives and deprecia�on methods of the assets are reviewed and adjusted prospec�vely at the end of each fiscal year when appropriate.

Scheduled deprecia�on is generally based on the following useful lives:

	Buildings	Plant and equipment	Other equipment, office furniture and equipment
Amortisation method used	Amortised on a straight line basis over the useful life	Amortised on a straight line basis over the useful life	Amortised on a straight line basis over the useful life
Useful life	5–50 years	3–15 years	3–10 years

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefit is expected from its con�nued use. Gains or losses on the derecogni�on of the asset are measured as the difference between the net realizable value and the carrying amount of the asset and are recognized in profit and loss in the period in which the item is derecognized.

Borrowing costs

Borrowing costs consist of interest and other costs incurred by an en�ty when assuming liabili�es. Borrowing costs directly atributable to the acquisi�on, construc�on or produc�on of an asset that requires a substan�al period of �me to prepare for its intended use or sale are capitalized as part of the cost of the respec�ve asset. All other borrowing costs are expensed in the period in which they are incurred.

Leases

At the incep�on of a contract, the Group assesses whether the contract is or contains a lease. For all leases in which the Group acts as lessee, the Group recognizes a right-of-use asset and a corresponding lease liability. This does not apply to short-term leases with a term of 12 months or less or to leases of low-value assets. For these leases, the Group posts the lease payments as rental and lease expenses on a straight-line basis over the lease term.

The Group recognizes rights of use on the commencement date of a lease (i.e. the date on which the underlying leased asset is available for use). Rights of use are measured at cost of purchase less any accumulated deprecia�on and any accumulated impairment losses, adjusted for any remeasurement of the lease liabili�es. The costs of rights of use include the recognized lease liabili�es, the ini�al direct costs incurred and the lease payments made at or before the commencement date, less any lease incen�ves received. Rights of use are depreciated on a straight-line basis over the shorter of the lease term or the expected useful life of the lease.

The lease liability is measured on the commencement date at the present value of lease payments not yet made at the incep�on of the lease, discounted using the interest rate implicit in the lease. Where this interest rate cannot be readily determined, the Group uses its incremental borrowing rate.

Lease payments include fixed payments less any lease incen�ves to be received, variable lease payments linked to an index or (interest) rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase op�on if it is reasonably certain that the Group will actually exercise it, and penalty payments for termina�on of the lease if the term is measured a�er taking into account that the Group will exercise the termina�on op�on.

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board Independent Auditor's Report Declaration of the Legal Representatives

Additional Information

Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and the right of use. Rather, these payments are recognized as an expense in the period in which the triggering event or condi�on occurs.

A�er the commencement date, the amount of the lease liability is increased to reflect the higher interest expense and decreased to reflect the lease payments made. In addi�on, the carrying amount of lease liabili�es is remeasured upon any changes in the lease, such as a change in the lease term, changes in lease payments (changes in future lease payments as a result of a change in the index or interest rate used to determine those payments, for instance), or a change in the assessment of a purchase op�on for the underlying asset.

The Group does not act as a lessor under any lease agreements.

Investments in companies accounted for using the equity method

Under the equity method, investments in associates and joint ventures are recognized on the balance sheet at cost plus any changes in the Group's interest in the net assets of the equity investment following its acquisi�on. The Group's interest in the profit or loss of the associate or joint venture is reported separately in the result for the period. Any changes recognized directly in the equity of the associate or joint venture are recognized by the Group in the amount of its share and reported in accumulated other comprehensive income. Goodwill resul�ng from the acquisi�on of an associate or joint venture is included in the carrying amount of the investment in the associates or jointly controlled en��es and is neither amor�zed nor tested separately for impairment. A�er applying the equity method, the Group determines whether it is necessary to recognize an addi�onal impairment loss on the Group's investments in associates and joint ventures. At each repor�ng date, the Group determines whether there is any objec�ve evidence indica�ng that investments in associates or joint ventures are impaired. If evidence exists, the Group calculates the amount of the impairment as the difference between the investment's fair value and carrying amount and recognizes the amount in profit and loss.

Impairment of non-financial assets

An impairment test for goodwill and intangible assets with indefinite useful lives is conducted at least on an annual basis on October 1 of each fiscal year. In addi�on, an impairment test is carried out whenever there are specific indica�ons of impairment. An impairment test is conducted for other intangible assets with finite useful lives, property, plant and equipment and other non-financial assets only if there are specific indica�ons of impairment.

Impairment is recognized in profit and loss if the recoverable amount of the asset or cash-genera�ng unit is lower than the carrying amount. The recoverable amount must be determined for each individual asset unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing the value in use, es�mated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market expecta�ons of the �me value of money and the risk specific to the asset. In determining fair value less costs to sell, an appropriate valua�on model based on discounted future cash flows is used. To ensure the objec�vity of the results, these calcula�ons are corroborated by valua�on mul�ples, quoted prices for shares in publicly traded companies or other available fair value indicators.

If the reason for impairment recognized in previous years no longer exists, the carrying amount of the asset (the cash-genera�ng unit) with the excep�on of goodwill, is increased to the amount of the new es�mate of the recoverable amount. The increase in the carrying amount is limited to the value that would have been determined had no impairment loss been recognized for the asset (the cash-genera�ng unit) in previous years. Such a reversal is recognized through profit and loss.

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Additional Information

Financial instruments

A financial instrument is a contract that creates a financial asset at one en�ty and a financial liability or equity instrument at another en�ty.

Financial assets – initial recognition and measurement

Upon ini�al recogni�on, financial assets are classified for subsequent measurement either as at amor�zed cost, at fair value through other comprehensive income or at fair value through profit or loss.

The classifica�on of financial assets upon first-�me recogni�on depends on the characteris�cs of the contractual cash flows of the financial assets and the Group's business model for managing its financial assets. With the excep�on of trade receivables, the Group measures a financial asset at its fair value and, in the case of a financial asset that is not measured at fair value through profit or loss, plus transac�on costs. Trade receivables are measured at the transac�on price determined in accordance with IFRS 15.

In order for a financial asset to be classified and measured at amor�zed cost or at fair value through other comprehensive income, the cash flows may only consist of payments of principal and interest (solely payments of principal and interest – SPPI) on the outstanding principal amount.

Subsequent measurement

For subsequent measurement, financial assets are classified into four categories:

Financial assets measured at amor�zed cost (debt instruments),
Financial assets measured at fair value through other comprehensive income with the reclassifica�on of accumulated gains and losses (debt instruments),
Financial assets measured at fair value through other comprehensive income without reclassifica�on of accumulated gains and losses upon derecogni�on (equity instruments),
Financial assets measured at fair value through profit or loss.

Financial assets measured at amortized cost

This category is the most significant for the Consolidated Financial Statements. The Group measures financial assets at amor�zed cost when the following two condi�ons are met:

The financial asset is held as part of a business model whereby the objec�ve is to hold financial assets for collec�on of the contractual cash flows, and
the contractual terms of the financial asset give rise to cash flows at fixed dates that are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at amor�zed cost are measured in subsequent periods using the effec�ve interest method and should be tested for impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. The Group's financial assets measured at amor�zed cost include trade receivables.

Financial assets measured at fair value through other comprehensive income

The Group measures financial assets at fair value through other comprehensive income when the following two condi�ons are met:

The financial asset is held as part of a business model whereby the objec�ve is collec�on of contractual cash flows and the sale of financial assets, and
the contractual terms of the financial asset give rise to cash flows at fixed dates that are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at fair value through other comprehensive income (equity instruments)

Upon ini�al recogni�on, the Group may irrevocably choose to classify its equity instruments as equity instruments at fair value through other comprehensive income if they meet the defini�on of equity in accordance with IAS 32 and are not held for trading. The classifica�on is done individually for each instrument.

Remuneration Report 2023
Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

Gains and losses on these financial assets are never reclassified to the income statement. Dividends are recognized in the income statement as other income if there is a legal claim to payment unless the dividends recover part of the acquisi�on cost of the financial asset. In this case, profits are recognized in other comprehensive income. Equity instruments measured at fair value through other comprehensive income are not tested for impairment.

Financial assets measured at fair value through profit or loss The group of financial assets measured at fair value through profit or loss includes financial assets held for trading that were designated as measured at fair value through profit or loss upon ini�al recogni�on and financial assets that must be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of sale or repurchase in the near future. Deriva�ves, including separately recognized embedded deriva�ves, are also classified as held for trading except for deriva�ves designated as hedging instruments that are effec�ve as such. Financial assets with cash flows that are not solely repayments and interest payments are classified as at fair value through profit or loss, regardless of the business model, and measured accordingly.

Financial assets measured at fair value through profit or loss are recognized in the balance sheet at fair value, with changes in fair value being neted in the income statement.

This category includes mainly deriva�ve financial instruments, such as currency forwards and interest rate swaps, that the Group has concluded to hedge transac�ons and not designated as cash flow hedges.

Derecognition

A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized (removed from the consolidated balance sheet) if one of the following condi�ons is met:

The contractual rights to receive cash flows from the financial asset have expired.
The Group has transferred its contractual rights to receive cash flows from the financial asset to third par�es or has assumed a contractual obliga�on to pay the cash flow immediately to a third party under a transfer agreement and thereby either (a) transferred substan�ally all of the risks and rewards of ownership of the financial asset or (b) neither transferred nor retained substan�ally all of the risks and rewards of ownership of the financial asset but instead transferred control over the asset.

When the Group transfers its contractual rights to receive cash flows from an asset or enters into a transfer agreement, it assesses whether and to what extent the opportuni�es and risks associated with ownership remain with it. If it does not transfer or retain substan�ally all of the opportuni�es and risks that are related to the ownership of the asset nor transfers control over the asset, it will con�nue to recognize the transferred asset to the extent of its con�nuing involvement. In this case, the Group also recognizes a related liability. The transferred asset and the related liability are measured in such a way that the rights and obliga�ons that the Group has retained are taken into account.

If the con�nuing involvement formally guarantees the transferred asset, then the extent of the con�nuing involvement is the lower of the original carrying amount of the asset and the maximum amount of considera�on received that the Group may have to repay.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

Impairment of financial assets

The Group recognizes impairment for expected credit losses (ECL) for all debt instruments that are not measured at fair value through profit or loss. Expected credit losses are based on the difference between the contractual cash flows that are contractually payable and the total cash flows that the Group expects to receive, discounted using an approximate value of the original effec�ve interest rate. The expected cash flows include cash flows from the sale of the collateral held or other credit guarantees that are an integral part of the terms of the contract. Expected credit losses are recognized in two steps. For financial instruments whose default risk has not significantly increased since their ini�al recogni�on, a risk provision is recognized at the amount of the expected credit losses that are based on a default event within the next twelve months (12-month ECL). For financial instruments whose default risk has increased significantly since their ini�al recogni�on, an en�ty must recognize a risk provision in the amount of the credit losses expected over the remaining term, regardless of when the default event occurs (total term ECL).

For trade receivables and contract assets, the Group applies the simplified approach in accordance with IFRS 9 to measure the expected credit losses; accordingly, the expected credit losses over the term are used for all trade receivables.

The Group assumes default on a financial asset when internal or external informa�on indicates that the Group is unlikely to fully receive the outstanding contractual amounts, even when all of the credit protec�on it holds is taken into account. A financial asset is impaired if there are no reasonable expecta�ons that the contractual cash flows will be realized.

Financial liabilities – initial recognition and measurement

Financial liabili�es are classified upon first-�me recogni�on as financial liabili�es measured at fair value through profit or loss, as loans, as liabili�es or as deriva�ves that have been designated as hedging instruments and are effec�ve as such. All financial liabili�es are ini�ally measured at fair value upon first-�me recogni�on and, in the case of loans and liabili�es, less directly atributable transac�on costs. The Group's financial liabili�es include trade payables and other liabili�es, loans, including overdra�s and deriva�ve financial instruments.

Subsequent measurement

The subsequent measurement of financial liabili�es depends on their classifica�on:

Financial liabilities measured at fair value through profit or loss Financial liabili�es measured at fair value through profit or loss include financial liabili�es held for trading and other financial liabili�es that are ini�ally recognized at fair value through profit or loss.

Financial liabili�es are classified as held for trading when entered into for the purpose of repurchasing in the near future. This category also includes deriva�ve financial instruments entered into by the Group that are not designated as hedging instruments in hedge rela�onships in accordance with IFRS 9. Separately recognized embedded deriva�ves are also classified as held for trading with the excep�on of deriva�ves that have been designated as hedging instruments and that are effec�ve as such.

Gains and losses on financial liabili�es held for trading are recognized in profit or loss.

The classifica�on of financial liabili�es measured at fair value through profit or loss takes place at the �me of ini�al recogni�on, provided the criteria in accordance with IFRS 9 are met. The Group has not classified any financial liabili�es measured at fair value through profit or loss.

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Consolidated Balance Sheet

Independent Auditor's Report Declaration of the Legal Representatives

Additional Information

Loans

A�er ini�al recogni�on, interest-bearing loans are measured at amor�zed cost using the effec�ve interest method.

Interest-bearing loans usually fall into this category. Further informa�on is provided in Note 6.14.

Derecognition

A financial liability is derecognized when the underlying obliga�on is met, cancelled or ex�nguished.

Measurement of fair value

Fair value is the price that would be received to sell an asset or be paid to transfer a liability in an orderly transac�on between market par�cipants on the measurement date. Fair value measurement is based on the presump�on that the transac�on 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 Group must have access to the principal or most advantageous market.

The fair value of an asset or liability is measured using the assump�ons market par�cipants would use when pricing the asset or liability, assuming market par�cipants act in their own best economic interest.

A fair value measurement of a non-financial asset takes into account a market par�cipant's ability to generate an economic benefit with the asset's highest and best use or by selling it to another market par�cipant who would make the highest and best use of the asset.

The Group uses valua�on techniques appropriate for the respec�ve circumstances and for which sufficient data is available to measure fair value while maximizing the use of relevant observable input factors and minimizing the use of unobservable inputs.

All assets and liabili�es for which fair value is measured or disclosed in the financial statements are categorized within the following fair value hierarchy based on the lowest level of input that is significant for the fair value measurement as a whole:

Level 1: Quoted (unadjusted) prices in ac�ve markets for iden�cal assets or liabili�es.
Level 2: Valua�on techniques for which the lowest level of input that is significant for the fair value measurement is directly or indirectly observable.
Level 3: Valua�on techniques for which the lowest level of input that is significant for the fair value measurement is unobservable.
To our Shareholders Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board
Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

For assets and liabili�es that are recognized in the financial statements on a recurring basis, the Group determines whether reclassifica�ons have occurred between levels in the hierarchy by reassessing their categoriza�on (based on the lowest level of input parameters that is significant for the fair value measurement as a whole) at the end of each repor�ng period.

An analysis of the fair value of financial instruments and further details on the method used to measure them are provided in Note 7.1.

Derivative financial instruments

Deriva�ve financial instruments are measured at fair value both on the date on which a deriva�ve contract is entered into and in subsequent periods. Deriva�ve financial instruments are recognized as assets when the fair value is posi�ve and as liabili�es when the fair value is nega�ve.

The Group uses deriva�ve financial instruments such as forward exchange contracts, interest rate swaps and caps to hedge risk posi�ons arising from currency and interest rate fluctua�ons. The hedges cover financial risk from recognized underlying transac�ons, in the case of interest rate swaps and caps from future interest rate risks and, in the case of currency risks, also risks from pending delivery and service transac�ons.

The fair value of deriva�ves corresponds to the present value of es�mated future cash flows. The fair value of forward exchange contracts is determined using the mean spot exchange rate prevailing on the repor�ng date taking into account the forward premiums and discounts for the residual term of each contract and compared with the contracted forward exchange rate. Interest rate swaps are measured at fair value by discoun�ng es�mated future cash flows using interest rates with matching maturi�es.

Any measurement gain or loss is recognized immediately in profit and loss unless the deriva�ve is designated as a hedging instrument under hedge accoun�ng and is effec�ve. A deriva�ve that has not been designated as a hedging instrument must be classified as held for trading.

At the incep�on of the hedge rela�onship, the Group determines the hedge rela�onship and strategy under the risk management objec�ve. Depending on the type of hedge rela�onship, the Group classifies the individual hedging instruments either as fair value hedges, cash flow hedges or hedges of a net investment in a foreign opera�on. When entering into hedges and at regular intervals during their terms, the Group also reviews in each new repor�ng period whether the hedging instrument designated in the hedge is highly effec�ve in offse�ng the exposure to changes in the hedged item's fair value or cash flows atributable to the hedged risk.

In accordance with IAS 32.23, put op�ons to shares that do not have any controlling interests atached are measured upon ini�al recogni�on at the present value of the es�mated repurchase price and presented under other financial liabili�es. As IAS 32 does not set any guidance on how put op�ons with an indefinite date of exercise should be measured, the earliest possible date of exercise has been assumed to measure the other financial liabili�es.

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board Independent Auditor's Report Declaration of the Legal Representatives

Inventories are measured at the lower of cost or net realizable value. Net realizable value is the es�mated selling price in the ordinary course of business less es�mated costs of comple�on and the es�mated necessary selling expenses.

Costs incurred in bringing inventories to their present loca�on and current condi�on are accounted for as follows:

	Raw materials and supplies – cost of purchase on a weighted average cost basis
	– direct material and labor costs, an appropriate proportion
	of manufacturing overheads based on normal operating
Finished goods and work	capacity (but excluding borrowing costs), production
in progress	related conveyance and administrative costs

Cash and cash equivalents

The balance sheet item cash and cash equivalents consists of cash on hand, cash at banks and short-term deposits with an original maturity of less than three months.

Other provisions

Inventories

A provision is recognized when the Group has a present obliga�on (legal or construc�ve) resul�ng from a past event when it is probable that an ou�low of resources embodying economic benefits will be required to setle the obliga�on and a reliable es�mate of the obliga�on's amount can be made. If the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset only when the reimbursement is rela�vely certain. The expense for forming a provision is recognized in profit or loss net of any reimbursement. If the interest effect resul�ng from discoun�ng is material, provisions are discounted at a pre-tax interest rate that reflects the risks specific to the liability. If discoun�ng is used, the increase in the provision due to the passage of �me is recognized as a financial expense.

Variable remuneration

Members of the Management Board and certain managers of the Group receive variable payments in the form of Share Units (share apprecia�on rights) in return for services rendered; these share apprecia�on rights can only be setled in cash (cash-setled payment transac�ons). The cost of cash-setled payment transac�ons is measured ini�ally at fair value at the grant date using a "Monte Carlo" simula�on. The fair value is expensed over the period recognizing a corresponding liability un�l the ves�ng date. The liability is remeasured at each repor�ng date and at the setlement date. Changes in the fair value are assigned to the costs of the func�onal areas. No cost is recognized for apprecia�on rights that do not vest. If the condi�ons for a transac�on with cash setlement are changed, these changes are considered within the scope of the remeasurement on the respec�ve repor�ng date. If a cash-setled payment transac�on is cancelled, the relevant liability is derecognized through profit and loss.

Pensions and similar commitments

Defined benefit pension plans and similar obligations

The obliga�ons resul�ng from defined benefit plans are determined separately for each plan using the projected unit credit method. The remeasurement of defined benefit plans includes actuarial gains and losses, returns on plan assets (provided they are not included in net interest expense) as well as effects from the upper limita�on of asset values (the "asset ceiling"). The Group recognizes the remeasurement of defined benefit plans in other comprehensive income. All other expenses under defined benefit plans are immediately recognized in the result for the period.

Past service cost is recognized immediately in profit and loss.

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

The amount recognized as a defined benefit asset or liability comprises the present value of the defined benefit obliga�on less the fair value of plan assets from which the obliga�ons are to be setled directly. The value of any asset is limited to the present value of any economic benefits available in the form of plan refunds or reduc�ons in future contribu�ons to the plan. Insofar as payment obliga�ons in connec�on with fund assets exist as a result of minimum funding requirements for benefits already earned, this can also lead to the recogni�on of an addi�onal provision if the economic benefit of a financing surplus is limited for the company when taking the minimum funding requirements yet to be paid into account.

The effects of closure or curtailing plans are recognized in the result for the period in which the curtailment or closure takes place.

In the North American subgroup, exis�ng obliga�ons for the payment of post-employment medical benefits are classified as pensions and other post-employment obliga�ons due to their pension-like nature.

Defined contribution pension plans

The Group's obliga�ons under defined contribu�on plans are recognized in profit and loss within opera�ng profit. The Group has no further payment obliga�ons once the contribu�ons have been paid.

Other benefits after termination of the employment relationship The Group grants its employees in Germany the op�on of concluding phased re�rement agreements. The so-called block model is used for these agreements. Obliga�ons of the phased re�rement model are accounted for as non-current employee benefits.

Other long-term employee benefits

The Group grants anniversary benefits to a number of employees for their length of service. The corresponding obliga�ons are calculated using the projected unit credit method.

Taxes

Actual income taxes

Actual income tax assets and liabili�es for the current and previous periods are measured at the amount expected to be recovered from or paid to the taxa�on authori�es. The calcula�on of the amount is based on the tax rates and tax legisla�on applicable on the repor�ng date.

Deferred taxes

Deferred tax assets and liabili�es are generally recognized for temporary differences between the carrying amount in the balance sheet and the tax base as well as for tax loss carryforwards and interest carryforwards, with the following excep�ons:

deferred tax liabili�es from the ini�al recogni�on of goodwill and deferred tax assets and liabili�es from the ini�al recogni�on of an asset or liability in a transac�on that is not a business combina�on and, at the �me of the transac�on, affects neither the profit and loss according to IFRS nor the taxable profit and loss; and
deferred taxes from temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, which are not to be recognized if the �ming of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the near future.

Deferred income tax assets are recognized only if it is probable that sufficient taxable profit will be available to allow the deduc�ble temporary difference to be u�lized. Deferred income tax assets and liabili�es are measured at the tax rates that are expected to apply in the period when the asset is realized, or the liability is setled. The tax rates and tax laws used to calculate the amount are those that are applicable on the repor�ng date. Deferred income tax assets and liabili�es are offset when the Group has a legally enforceable right to offset current tax assets against current income tax liabili�es, and the deferred taxes relate to the same taxable en�ty and the same taxa�on authority.

Deferred income taxes rela�ng to items recognized directly in equity are recognized in other comprehensive income rather than in profit and loss.

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Sales revenue

Sales are recognized when the control over the goods or services is transferred to the customer. Sales are recognized in the amount of considera�on that the Group is expected to receive in exchange for these goods or services. The Group has basically come to the conclusion that it acts as the principal in its sales transac�ons, as it usually retains control over the goods or services before they pass to the customer. Revenue arising from the sale of goods and merchandise in the OEM and A�ermarket segments is recognized at a point in �me, namely when control over the asset passes to the customer, i.e. the good is delivered to the customer and no outstanding performance obliga�on remains that could affect acceptance of the goods by the customer. Delivery occurs when the goods are handed over to the customer in accordance with the respec�ve incoterms arranged with the customer, the risk of loss or damage has passed to the customer and the customer has either accepted the goods in accordance with the sales contract or the criteria for acceptance have been met, or the Group has objec�ve evidence that all of the acceptance criteria have been met. The usual payment term is 30 to 120 days from delivery. The Group examines whether the contract contains other commitments that represent separate performance obliga�ons to which part of the transac�on price must be allocated.

When determining the transac�on price for deliveries made, the Group considers the effects of variable considera�on, the existence of significant financing components, non-cash considera�on and any considera�on payable to customers. If considera�on under a contract contains a variable component, the Group determines the amount of the considera�on it is en�tled to in exchange for the transfer of the goods to the customer. Variable considera�on is es�mated at the contract's incep�on and may only be included in the transac�on price if it is highly probable that there will be no significant reversal in the cumula�ve sales recognized once the uncertainty associated with the variable considera�on no longer exists. Some contracts for the sale of goods and merchandise give customers a volume discount. These volume discounts result in variable considera�on.

The Group generally offers the warran�es required by law to remedy any defects that existed at the �me of sale. Such assurance-type warranties are recognized as warranty provisions.

In the course of the Haldex acquisi�on, yet another business model is applied with regard to revenue recogni�on. In this business model, the Group recondi�ons the company's products at the end of their respec�ve useful lives and sells these recondi�oned products in the a�ermarket. These products are those that have a cast-iron housing/core, such as air disc brakes, drum brakes, brake adjusters or slack adjusters. As part of the recondi�oning process, these products are cleaned and wear parts are replaced. To encourage customers to return these old products for recondi�oning, the customer is granted a right of return. If the product can be recondi�oned, the customer receives a credit note upon return, the amount of which depends on the condi�on of the returned product. The customer can only deduct the credit when purchasing new products. As this considera�on is not fixed when the contract is concluded, the right of return results in a variable considera�on. Based on the Group's past experience, a contract liability is recognized at the �me of the original sale in the amount of the expected refunds. At the same �me, the Group recognizes a contract asset by adjus�ng the cost of sales for its right to reclaim products from the customer upon setlement of the refund liability. No revenue is recognized in the amount of the expected refund.

The development of the contract balances is shown in the following table:

		Additions from
	initial
	12/31/2022	consolidation Addition		Disposal	12/31/2023
Contractual assets	0	6,295	11,060	–11,461	5,894
Contractual
liabilities	0	12,017	19,765	–20,520	11,262

Government grants

Government grants are recognized when there is reasonable assurance that the grant will be received and all atached condi�ons will be complied with. Expense-related grants are recognized as income over the same period as the corresponding expenses. Where the grant relates to an asset, it is recognized as deferred income and recognized as income in equal amounts over the expected useful life of the related asset.

Additional Information

2.4 CHANGES IN ACCOUNTING AND VALUATION STANDARDS Amendment to IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors

In February 2021, the IASB issued amendments to IAS 8 that introduce a new defini�on for accoun�ng es�mates. The amendment clarifies that a dis�nc�on must be made between changes in accoun�ng policies and accoun�ng es�mates and correc�ons of an accoun�ng error.

The amendments apply to repor�ng periods beginning on or a�er January 1, 2023. Earlier adop�on is permited provided this is disclosed.

The amendments did not have any effect on the Consolidated Financial Statements.

Amendment to IAS 12: Deferred taxes relating to assets and liabilities arising from a single transaction

In May 2021, the IASB released amendments to IAS 12 that narrow the scope of applica�on with regard to the excep�on afforded to first-�me recogni�on in order to rule out transac�ons that result in temporary differences resul�ng in both an asset and a liability of equal amount, such as leases and decommissioning obliga�ons. The amendments apply to repor�ng periods beginning on or a�er January 1, 2023. At the beginning of the earliest compara�ve period presented, the repor�ng en�ty recognizes deferred taxes for all temporary differences related to leases and decommissioning obliga�ons and recognizes the cumula�ve effect of ini�ally applying the amendments as an adjustment to the opening balance of retained earnings or other component of equity at that date. For all other transac�ons, the amendments apply to all transac�ons that occur a�er the beginning of the earliest compara�ve period presented.

In the past, the Group applied the ini�al recogni�on exemp�on and did not recognize deferred taxes on leases. In accordance with the amendment to IAS 12, the Group has now recognized separate deferred tax assets and liabili�es on lease liabili�es and rights of use. As of December 31, 2023, the taxable temporary difference with regard to the right of use amounts to EUR 49.2 million and the deduc�ble difference with regard to the lease liability to EUR 50.2 million. In accordance with the amendments to the standard, the Group recognizes a separate deferred tax liability of EUR 12.6 million and a deferred tax asset of EUR 12.1 million net as of December 31, 2023. The applica�on of the amendment resulted in an adjustment to retained earnings of EUR 0.1 million.

Amendment to IAS 12: Interna�onal Tax Reform – Pillar 2 Model Rules

The amendments introduce a temporary exemp�on from the recogni�on of deferred taxes in IAS 12, so that the recogni�on of deferred taxes is excluded from the scope of the standard due to the structure of supplementary taxes under the Pillar 2 minimum taxa�on regime. In addi�on, this amendment requires specific disclosures in the notes on the impact of minimum taxa�on (see Note 5.4).

The mandatory exemp�on is to be applied retrospec�vely. However, as none of the countries in which the Group operates had a law introducing global minimum taxa�on as of December 31, 2023, and no associated deferred taxes were recognized at that �me, the retrospec�ve applica�on has no effect on the Consolidated Financial Statements.

Amendment to IFRS 17 – Insurance Contracts

The IASB issued amendments to IFRS 17 in June 2020, postponing the effec�ve date for the standard to repor�ng periods beginning on or a�er January 1, 2023. In addi�on, "Ini�al Applica�on of IFRS 17 and IFRS 9 – Compara�ve Informa�on (Amendment to IFRS 17)" was issued in December 2021. This allows repor�ng en��es that apply IFRS 17 and IFRS 9 for the first �me simultaneously to present the compara�ve informa�on about a financial asset as if the classifica�on and measurement requirements of IFRS 9 had already previously been applied to this financial asset.

The amendments apply to repor�ng periods beginning on or a�er January 1, 2024.

These amendments do not have any effect on the Consolidated Financial Statements.

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Consolidated Balance Sheet

Independent Auditor's Report Declaration of the Legal Representatives

Additional Information

2.5 PUBLISHED BUT NOT YET MANDATORY STANDARDS

The following new or amended standards and interpreta�ons, which are relevant for the business opera�ons of the Group, have already been adopted by the Interna�onal Accoun�ng Standards Board (IASB) but are not yet mandatory in the current repor�ng period or have not yet been endorsed by the European Union. The Group has decided to forego early adop�on of the following standards that have already been adopted. They will be applied at the latest in the year in which they first become mandatory.

Amendments to IAS 1: Classification of liabilities as current or noncurrent

The amendments to IAS 1 released in the years 2020 and 2022 included clarifica�ons of the criteria for classifying debt as current or non-current and require new disclosures on non-current liabili�es that are subject to forward-looking covenants. The amendments are mandatory for fiscal years that begin on or a�er January 1, 2024.

The Group has bank loans that are subject to certain covenants. Although these liabili�es are classified as non-current as of December 31, 2023, a future breach of the corresponding covenant could necessitate repayment of the liability before the contractual maturity date. The Group does not expect the changes to the standard to have any significant impact on the classifica�on of the liabili�es.

Amendments to IAS 7 and IFRS 7: Supplier Agreements

The IASB published amendments to IAS 7 and IFRS 7 on May 25, 2023. The amendments introduce new disclosures on supplier financing arrangements to help users of financial statements assess the impact of such arrangements on an en�ty's liabili�es and cash flows and liquidity risk. The amendments apply to fiscal years beginning on or a�er January 1, 2024.

The Group is currently examining the effects of these amendments.

Amendments to IFRS 16: Lease liabilities from a sale and leaseback transaction

The amendments s�pulate that when subsequently measuring the lease liability, the seller/lessee must determine the payments expected at the beginning of the lease term in such a way that no profit is realized on the retained right of use. In each period, the lease liability is reduced by the underlying expected payments and the difference to the actual payments is recognized in profit or loss.

The amendments are to be applied to fiscal years beginning on or a�er January 1, 2024.

The Group is currently examining the effects of these amendments.

Amendments to IAS 21: Lack of Exchangeability

The amendments require an en�ty to apply a consistent approach when assessing whether a currency is not exchangeable and, if this is the case, when determining the exchange rate to be used and the required disclosures in the notes. The amendment is to be applied for fiscal years beginning on or a�er January 1, 2025.

The Group does not expect the applica�on of the amendments to have a material impact on the Consolidated Financial Statements, as no transac�ons are generally conducted in non-exchangeable currencies.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

3. SCOPE OF CONSOLIDATION

The scope of consolida�on has changed as follows compared to the Consolidated Financial Statements as of December 31, 2022:

COMPANY ACQUISITIONS IN 2023

Acquisition of Haldex AB

The Polish an�trust authori�es uncondi�onally approved the acquisi�on of the Swedish brake and EBS company Haldex AB by SAF-HOLLAND SE on February 21, 2023, without any condi�ons. Beforehand, the European and US an�trust authori�es had already declared their consent. Upon comple�on of the merger control clearance procedure, SAF-HOLLAND SE gained control over Haldex AB. Accordingly, Haldex AB and its subsidiaries were included in the scope of consolida�on of SAF-HOLLAND SE as of February 21, 2023.

SAF-HOLLAND SE had already announced a cash offer to the shareholders of Swedish Haldex AB on June 8, 2022. The offer price amounted to SEK 66 per share in cash.

At the end of the extended acceptance period on August 31, 2022, SAF-HOLLAND SE held a total of 46.656.597 Haldex shares at the previous balance sheet date, corresponding to approximately 95.9 percent of the total number of Haldex shares outstanding.

Due to the �me lag between the purchase price payment to the shareholders in August 2022 and the conclusion of the merger control clearance procedure and the associated acquisi�on of control in February 2023, the fair value of the considera�on transferred was derived on the basis of a discounted cash flow model. At the �me control was acquired, the fair value of the considera�on transferred amounted to EUR 293.5 million.

The first-�me consolida�on of Haldex AB will be carried out in accordance with IFRS 3 using the acquisi�on method.

The following table shows the purchase price alloca�on and the amounts of the main groups of acquired assets and assumed liabili�es at the �me of acquisi�on:

in EUR thousands
	Fair value as of
	acquisition
	date
Brand	22,071
Other intangible assets	153,625
Property, plant and equipment	120,870
Investments accounted for using the equity method	2,754
Inventories	97,036
Trade receivables	82,513
Contractual assets	6,295
Other financial assets	3,506
Other assets	28,211
Cash and cash equivalents	42,579
	559,460
Deferred tax liabilities	34,412
Interest bearing loans and bonds	117,309
Trade payables	51,770
Contractual liabilities	12,017
Lease liabilities	26,534
Other liabilities	25,707
Pension liabilities	23,723
Other provisions	10,427
Income tax liability	2,468
	304,367
Total of identified net assets	255,093
Shares of non-controlling interests	–11,288
Goodwill from the acquisition	49,650
Consideration transferred	293,456

To our Shareholders Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements
Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

The gross amount of trade receivables came to EUR 83.9 thousand at the �me of ini�al consolida�on.

The Group measured the lease liabili�es it acquired at the net present value of the remaining lease payments on the date of acquisi�on. Right-ofuse assets are measured at the same amount as the lease liabili�es.

Goodwill in the amount of EUR 49.7 million is mainly based on sales and cost synergies. Sales synergies are expected in par�cular from the expansion of the product por�olio. Cost synergies are expected to be realized mainly in the areas of purchasing and general administra�on.

Through the addi�on of Haldex AB to the scope of consolida�on of the SAF-HOLLAND Group, cash and cash equivalents amoun�ng to EUR 42.6 million were acquired.

The cash ou�low for the acquisi�on of the Haldex shares in the amount of EUR 286.5 million was incurred in 2022.

The transac�on costs incurred in connec�on with the acquisi�on amounted to a total of EUR 5.9 million, of which EUR 5.6 million was incurred in 2022. The transac�on costs were recognized in the income statement under administra�ve expenses.

The subsidiaries and associates were allocated to the EMEA, Americas or APAC regions depending on where they are based.

In the period between the closing of the transac�on on February 21 and December 31, 2023, the acquired Haldex Group contributed sales revenue of EUR 399.4 million and earnings before taxes of EUR 13.8 million to the Group result before taking the effects of the purchase price alloca�on and integra�on costs into account.

If the acquisi�on had been included in the Consolidated Financial Statements as of January 1, the Group's sales and earnings before taxes would have been EUR 2,171.1 million and EUR 122.9 million in fiscal year 2023.

COMPANY ACQUISITIONS IN 2022 Acquisition of Industrial Machinery Supplies Limited

On April 1, 2022, SAF-HOLLAND GmbH acquired all of the shares in its UK distribu�on partner, Industrial Machinery Supplies Limited (IMS Ltd.) based in Shepshed, England. Because SAF-HOLLAND GmbH holds the majority of vo�ng rights, it obtained control of IMS Ltd. as of the acquisi�on date. Following the acquisi�on, the en�ty was renamed SAF-HOLLAND UK Ltd.

The first-�me consolida�on of IMS Ltd. was carried out using the acquisi�on method in accordance with IFRS 3.

The purchase price of GBP 2.3 million was paid in cash on July 1, 2022.

The following table shows the preliminary purchase price alloca�on and the amounts of the main groups of acquired assets and assumed liabili�es at the �me of acquisi�on:

in EUR thousands Fair value as of acquisition date Other intangible assets 495 Property, plant and equipment 5 Inventories 2,413 Trade receivables 5,803 Other assets 575 Cash and cash equivalents 723 10,014 Trade payables 1,230 Other liabilities 6,178 7,408 Total of identified net assets 2,606 Goodwill from the acquisition – Consideration transferred 2,606 in EUR thousands Cash outflow 2,606 Cash acquired 723 Actual cash inflow –1,883

Remuneration Report 2023

Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income Consolidated Balance Sheet
Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

As the sum of the iden�fiable net assets equaled the total considera�on paid, the business combina�on did not result in any goodwill.

The gross amount of trade receivables came to EUR 5.9 million at the �me of acquisi�on.

The Group measured the lease liabili�es it acquired at the net present value of the remaining lease payments on the date of acquisi�on. Rights of use are measured at the same amount as the lease liabili�es.

In the period between the acquisi�on and the end of fiscal year 2022, the acquired en�ty generated sales revenue of EUR 17.1 million and net profit of EUR 0.1 million.

Transac�on costs of EUR 0.1 million were recognized as an expense and included in administra�ve expenses.

IMS Ltd. was assigned to the EMEA region.

If IMS Ltd. had been included in the Consolidated Financial Statements as of January 1, 2022, the Group's sales would have been EUR 1,568.9 million and its earnings before tax EUR 61.3 million in fiscal year 2022.

DECONSOLIDATIONS

SAF-HOLLAND India Private Limited, India, was deconsolidated upon its liquida�on on May 26, 2023.

The deconsolida�on did not have any effect on the Group's asset, financial and earnings posi�on.

The companies SAF-HOLLAND Bulgaria EOOD, Bulgaria, and Qingdao YTE Special Products Pte. Ltd., China, were both liquidated in the previous year.

OTHER CHANGES

Following comple�on of the cash tender offer to the shareholders of Haldex AB and the approval from the Polish an�trust authori�es, SAF-HOLLAND acquired approximately 95.9 percent of the outstanding shares in Haldex AB. Subsequently, SAF-HOLLAND ini�ated a compulsory takeover procedure under Swedish company law to acquire all shares not tendered in the offer. The squeeze-out proceedings were completed on February 28, 2023. The remaining minority interests in Haldex AB were transferred to SAF-HOLLAND SE on March 1, 2023. Upon conclusion of the squeeze-out proceedings, SAF-HOLLAND now holds all the shares in Haldex AB.

In April 2023, SAF-HOLLAND Inc. acquired the remaining 49 percent of the shares in the American manufacturer of �re pressure management systems PressureGuard LLC for a purchase price of EUR 2.5 million. SAF-HOLLAND now holds all shares in PressureGuard LLC, having already acquired 51 percent of the shares in the first quarter of 2019.

As part of the integra�on of the Haldex companies into the SAF-HOLLAND Group, the investment of Haldex AB, Sweden, in Haldex GmbH, Germany, was sold to SAF-HOLLAND SE and subsequently merged into SAF-HOLLAND GmbH as part of a sideways merger on August 16, 2023.

Furthermore, as part of the integra�on of the Haldex Group, Haldex Brake Products AB, Sweden, was merged with Haldex AB, Sweden, as of December 27, 2023.

In addi�on, all shares in the joint venture Haldex VIE (China) Electromechanical Brake Systems Co. Ltd., which is included in the Consolidated Financial Statements using the equity method, were sold to the joint venture partner for a purchase price of EUR 0.7 million. Prior to the sale, the shares in the Haldex VIE (Kunshan) joint venture were transferred to Haldex VIE (China) Electromechanical Brake Systems Co. Ltd.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

A�er SAF-HOLLAND do Brazil Ltda. acquired the outstanding 42.5 percent of the shares in KLL Equipamentos para Transporte Ltda. in 2021, KLL Equipamentos para Transporte Ltda. was merged into SAF-HOLLAND do Brazil Ltda. as part of an upward merger.

In August 2022, SAF-HOLLAND GmbH increased its stake in Axscend Group Ltd. from 93.6 percent to 100.0 percent. The purchase price for the shares acquired amounted to EUR 0.5 million.

4. SEGMENT INFORMATION

Company management and Group repor�ng are segmented into the "EMEA," "Americas," and "APAC" segments. The three regions cover both the original equipment business as well as the spare parts business.

Management monitors the regions' opera�ng results separately for the purpose of making decisions on resource alloca�on and performance assessment. The development of the regions is assessed on the basis of the adjusted opera�ng result (adjusted EBIT). The determina�on of opera�ng profit (EBIT) can deviate to a certain extent from the Consolidated Financial Statements because special effects such as deprecia�on and amor�za�on of property, plant and equipment and intangible assets due to the purchase price alloca�on (PPA), reversals and impairments as well as restructuring and transac�on costs and valua�on effects from op�on valua�ons as well as other one-off effects such as the expenses in connec�on with the cyberatack or the post-mergerintegra�on are not taken into account (see table below). Group financing (including finance expenses and finance income) and income taxes are managed on a Group, basis and not allocated to the individual regions. Transfer prices between the regions are determined under normal market condi�ons for transac�ons with third par�es.

The reconcilia�on of opera�ng profit to adjusted EBIT is as follows:

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Operating result	162,591	99,614
Share of net profit of investments accounted for using the
equity method	1,224	1,877
EBIT	163,815	101,491
Additional depreciation and amortisation from PPA	19,142	9,455
PPA step-up from inventory measuring of acquisitions	5,261	–
Valuation effects from call and put options	–	2,066
Impairment of tangible assets and intangible assets	3,626	2,447
Restructuring and transaction expenses	10,207	9,142
Adjusted EBIT	202,051	124,601

Segment informa�on for the periods from January 1 through December 31:

To our Shareholders	in EUR thousands
			EMEA¹		Americas²		APAC³		Total
Remuneration Report 2023 Combined Management Report		Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022
Consolidated Financial Statements	Sales	946,338	815,305	890,332	590,591	269,500	159,193	2,106,170	1,565,089
	Cost of sales	–768,302	–679,770	–706,147	–487,962	–218,962	–137,807	–1,693,411	–1,305,539
Consolidated Statement of Comprehensive Income	Gross profit	178,036	135,535	184,185	102,629	50,538	21,386	412,759	259,550
Consolidated Balance Sheet	Gross profit margin in %	18.8	16.6	20.7	17.4	18.8	13.4	19.6	16.6
Consolidated Statement of Changes in Equity	Selling and administrative expenses, research and
Consolidated Statement of Cash Flows	development costs, other income and expenses,
Notes to the Consolidated Financial Statements	impairment goodwill, share of net profit of
Mandates of the Supervisory Board/Management Board	investments accounted for using the equity method	–126,304	–94,831	–105,227	–51,329	–17,413	–11,899	–248,944	–158,059
Independent Auditor's Report	Adjustments	21,406	11,990	18,008	4,573	–1,178	6,547	38,236	23,110
Declaration of the Legal Representatives	Adjusted EBIT	73,138	52,694	96,966	55,873	31,947	16,034	202,051	124,601
	Adjusted EBIT margin in %	7.7	6.5	10.9	9.5	11.9	10.1	9.6	8.0
Additional Information	Amortization and depreciation of intangible assets
	and property, plant and equipment (without PPA)	33,798	18,602	22,766	15,905	5,512	3,587	62,076	38,094
	in % of sales	3.6	2.3	2.6	2.7	2.0	2.3	2.9	2.4
	Purchase of property, plant and equipment and
	intangible assets	30,354	13,684	27,682	20,564	3,648	2,005	61,684	36,253
	in % of sales	3.2	1.7	3.1	3.5	1.4	1.3	2.9	2.3

1 Includes Europe, Middle East and Africa.

2 Includes Canada, the USA as well as Central and South America.

³Includes Asia/Pacific, India and China.

⁴ Sales include only external sales. The following internal sales revenues were generated between the regions: EMEA EUR 26.7 Mio (previous year EUR 19.1 Mio), Americas EUR 10.2 Mio (previous year EUR 7.0 Mio) and APAC EUR 29.0 Mio (previous year EUR 6.8 Mio).

Finance income and expenses are not allocated to the business segments as the underlying financial instruments are controlled at the Group level.

Business in the EMEA region includes the manufacture and sale of axles, brakes, EBS and suspension systems for trailers and semi-trailers as well as fi�h wheels for heavy trucks. In this region, the Group also provides spare parts for the trailer and commercial vehicle industry.

In the Americas region, the Group manufactures and sells key components for the semi-trailer, trailer, truck, bus and recrea�onal vehicle industries. In this region, the Group provides axle, brake, ABS and suspension systems, slack adjusters, fi�h wheels, kingpins and landing legs as well as coupling devices. In the Americas region, the Group also provides spare parts for the trailer and commercial vehicle industry.

The focus of business ac�vi�es in the APAC region lies on the manufacture and sale of axle, brake, ABS and suspension systems for buses, trailers and semi-trailers. The Group also offers spare parts for the trailer and commercial vehicle industry in this region.

The following table shows the breakdown of non-current assets by geographical region:

To our Shareholders Remuneration Report 2023 Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

in EUR thousands
		12/31/2023 12/31/2022
Non-current assets
Americas	351,140	172,523
EMEA	396,236	239,439
APAC	43,030	42,846
Total	790,406	454,808

Non-current assets include goodwill, intangible assets, property, plant and equipment, investments accounted for using the equity method and other non-current assets.

5. NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

5.1 REVENUES

Revenues increased by 34.6 percent compared to the previous year. The reason for the increase in sales was, on the one hand, the integra�on of the Haldex companies into the Consolidated Financial Statements. On the other hand, the con�nued strong customer demand for truck and trailer components, the price adjustments made in the course of 2022 due to increased material, freight and energy costs contributed to sales growth. Organic growth amounted to 11.4 percent.

The following table presents the breakdown of sales by business unit that the Group has generated from contracts with customers:

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
OEM	1,448,049	1,144,018
Aftermarket	658,121	421,071
Total	2,106,170	1,565,089

The distribu�on of sales by business segment shi�ed in favor of the spare parts business (a�ermarket) in the past fiscal year. This development was largely due to the inclusion of the Haldex Group, which generates around half of its sales in the spare parts business.

The performance obliga�on is met through the delivery of axle, brake, EBS/ABS and suspensions systems, fi�h wheel couplings, kingpins, landing gear, trailer couplings, slack adjusters (OEM products) and spare parts. Payment terms are usually 30 to 120 days following delivery.

In both the repor�ng year and the previous year, no one customer reached a share of 10 percent of the Group's total sales.

5.2 COST OF SALES

The cost of sales is composed as follows:

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Cost of materials	1,370,834	1,081,202
Personnel expenses	190,425	138,942
Amortisation and depreciation of intangible assets and
property, plant and equipment	45,923	26,248
Property expenses	13,950	10,523
Expenses related to rent and leasing	5,578	3,549
Temporary employees expenses	9,970	10,475
Repair and maintenance expenses	18,677	13,399
FX-valuation	924	–539
Legal and consulting expenses	5,401	2,299
Travel expenses	3,140	1,880
Warranty expenses	18,224	10,153
Insurance	1,992	1,348
Loss from disposal of PPE	543	100
Restructuring and transaction expenses	3,343	5,191
Other	4,487	769
Total	1,693,411	1,305,539

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

In fiscal year 2023, cost of sales included inventory consump�on of EUR 1.6 million (previous year: EUR 1.3 million).

As a result of the energy price crisis, various European countries have granted energy cost subsidies to cushion the impact of the rise in energy prices. The Group received energy cost subsidies amoun�ng to EUR 2.5 million, which were recognized in cost of sales. These expense allowances are not subject to any condi�ons and are non-repayable.

5.3 OTHER INCOME AND EXPENSES 5.3.1 Other income

Other opera�ng income breaks down as follows:

in EUR thousands
	Q1-Q4/2023	Q1-Q4/2022
Gain from disposal of property, plant and equipment	957	1,663
Income from employee leasing	535	484
Income from export grants	485	180
Restructuring and transaction income	1,352	1,843
Other	1,323	274
Total	4,652	4,444

The restructuring and transac�on income mainly includes the reversal of liabili�es in the course of the liquida�on of two companies in China. Restructuring and transac�on income in the previous year mainly originated from the sale of a developed property in China.

5.3.2 Selling expenses

The following table presents a breakdown of selling expenses:

in EUR thousands

		Q1-Q4/2023 Q1-Q4/2022
Personnel expenses	52,416	32,633
Expenses for advertising and sales promotion	10,672	7,595
Amortisation and depreciation of intangible assets and property, plant and equipment	17,512	11,310
Expenses related to rent and leasing	1,472	398
Expenses for distribution	3,719	4,898
Temporary employees expenses	657	770
Trade receivable allowance and write-off	3,678	198
Storage expenses	648	884
Commissions	2,003	1,307
Insurance	1,252	778
Legal and consulting expenses	3,045	1,979
FX-valuation	55	5,126
Repair and maintenance expenses	558	281
Property costs	567	416
Restructuring and transaction expenses	707	131
Other	4,167	2,783
Total	103,128	71,487

Selling expenses recorded an increase of 44.3 percent to EUR 103.1 million in fiscal year 2023. The increase is mainly due to the integra�on of the Haldex companies into the Consolidated Financial Statements and the addi�onal amor�za�on from the purchase price alloca�on for the Haldex acquisi�on.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

5.3.3 General administrative expenses

The following table shows the general administra�ve expenses:

		Q1-Q4/2023 Q1-Q4/2022
Personnel expenses	45,153	28,925
Temporary employees expenses	1,622	955
Licenses, software and hardware	13,805	8,113
Expenses for office and operating supplies	4,209	1,876
Amortisation and depreciation of intangible assets and
property, plant and equipment	7,930	6,202
Legal and consulting expenses	11,563	5,971
Insurance	2,915	2,544
Travel expenses	2,241	828
FX-valuation	2,255	1,231
Repair and maintenance expenses	2,777	587
Property costs	1,430	955
Restructuring and transaction expenses	9,281	8,079
Other	6,818	5,353
Total	111,999	71,619

The 56.4 percent increase in general and administra�ve expenses to EUR 112.0 million is due to the inclusion of the Haldex Group in the Consolidated Financial Statements. In addi�on to the expenses for the Haldex integra�on, the expenses in connec�on with the cyberatack led to a slight increase in restructuring and transac�on costs compared to the previous year.

5.3.4 Research and development expenses

Research and development expenses break down as follows:

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Personnel expenses	19,013	10,214
Amortisation and depreciation of intangible assets and
property, plant and equipment	4,960	2,415
Expenses related to rent and leasing	448	19
Testing expenses	2,863	2,190
Service costs	3,535	2,540
Impairment of R&D projects	1,267	399
Travel expenses	741	335
Repair and maintenance expenses	939	338
Property costs	582	148
Restructuring and transaction expenses	594	31
Legal and consulting expenses	2,338	307
Other	1,153	272
Total	38,433	19,208

Research and development costs rose by 100.1 percent year-on-year to EUR 38.4 million. With regard to this increase, it should be noted that the Haldex Group has a higher share of R&D costs in rela�on to sales than SAF-HOLLAND. Development costs of EUR 4.8 million (previous year: EUR 4.0 million) were capitalized in the fiscal year.

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

5.3.5 Other expenses

Other expenses mainly include expenses for the setlement of claims of a former minority shareholder, which are included in the restructuring and transac�on costs of the reconcilia�on to adjusted EBIT. Other expenses in the previous year included the valua�on effect of the put op�on for the acquisi�on of the remaining shares in PressureGuard LLC.

5.3.6 Financial result

Financial income breaks down as follows:

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Unrealised foreign exchange gains on foreign currency loans and dividends	4,648	1,868
Realised foreign exchange gains on foreign currency loans and dividends	6,702	2,382
Finance income due to derivatives	58	1,874
Financial income from plan assets	4,585	2,318
Interest income	3,643	1,333
Other	785	462
Total	20,421	10,237

Financial expenses break down as follows:

in EUR thousands

		Q1-Q4/2023 Q1-Q4/2022
Interest expenses due to interest bearing loans and bonds	–34,182	–13,255
Amortisation of transaction costs	–2,468	–1,573
Finance expenses due to pensions and other similar benefits	–5,804	–2,505
Finance expenses due to derivatives	–724	–432
Realised foreign exchange losses on foreign currency loans and
dividends	–3,539	–1,315
Unrealised foreign exchange losses on foreign currency loans
and dividends	–11,611	–1,167
Finance expenses due to leasing	–2,543	–1,344
Other	–1,661	–1,639
Total	–62,532	–23,230

The increase in interest expenses in connec�on with interest-bearing loans and bonds resulted from addi�onal financial liabili�es taken out in August 2022 as part of the acquisi�on of Haldex. In addi�on, the higher interest rate level in the eurozone led to an increase in interest expenses for the variable interest-bearing financing lines.

Unrealized exchange gains and losses from loans and dividends denominated in foreign currency mainly result from the transla�on of intercompany loans denominated in foreign currency using the closing rate. The realized exchange rate gains primarily include transac�on effects from the repayment of intercompany loans.

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

The amor�za�on of transac�on costs of EUR -2.5 million (previous year: EUR -1.6 million) relate to contract signing fees for financing, which were recognized as an expense for the period over the term of the respec�ve financing agreement using the effec�ve interest method. In addi�on, the par�al early refinancing of the bank loans taken out for the Haldex acquisi�on resulted in a one-�me addi�onal amor�za�on of transac�on costs in the amount of EUR 1.0 million.

The financial expenses in connec�on with deriva�ve financial instruments in the past fiscal year mainly include the effect from the measurement of foreign currency deriva�ves and interest rate swaps at fair value at the end of the year.

Further explana�ons can be found in Notes 6.14 and 7.1.

5.3.7 Employee benefit expenses

Expenses for employee benefits consist of the following:

in EUR thousands

	Q1-Q4/2023	Q1-Q4/2022
Wages and salaries	–261,041	–182,204
Social insurance contributions	–43,122	–27,770
Pension expenses	–694	–619
Termination benefits1	–2,150	–1,406
Total	–307,007	–211,999

¹ EUR 1.9 million (prior year: EUR 1.3 million) of the expenses resul�ng from the termina�on of employment are reported under restructuring and transac�on costs.

The increase in employee benefit expenses is mainly due to the first-�me inclusion of Haldex AB and its subsidiaries in the Consolidated Financial Statements of SAF-HOLLAND SE.

Social insurance contribu�ons include expenses from defined benefit plans of EUR 6.5 million (previous year: EUR 8.3 million).

5.3.8 Depreciation, amortization and impairments

Deprecia�on, amor�za�on and impairments by func�on:

To our Shareholders	in EUR thousands
Remuneration Report 2023			Depreciation of property, plant, and equipment		Amortisation of intangible assets		Total
Combined Management Report		Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022
Consolidated Financial Statements	Cost of sales	–40,943	–22,815	–4,980	–3,433	–45,923	–26,248
Consolidated Statement of Comprehensive Income	Selling expenses	–4,948	–4,105	–12,564	–7,205	–17,512	–11,310
Consolidated Balance Sheet	Administrative expenses	–3,811	–1,880	–4,119	–4,322	–7,930	–6,202
Consolidated Statement of Changes in Equity	Research and development expenses	–2,903	–1,230	–2,057	–1,185	–4,960	–2,415
Consolidated Statement of Cash Flows	Impairment of R&D projects	–	–	–1,267	–399	–1,267	–399
Notes to the Consolidated Financial Statements	Impairment of intangible assets	–	–	–502¹	–788¹	–502¹	–788¹
Mandates of the Supervisory Board/Management Board	Impairment of tangible assets	–3,124¹	–2,634¹	–	–	–3,124¹	–2,634¹
Independent Auditor's Report	Total	–55,729	–32,664	–25,489	–17,332	–81,218	–49,996
Declaration of the Legal Representatives	1 Included in the restructuring and transac�on costs.
Additional Information

The increase in deprecia�on of property, plant and equipment and amor�za�on of intangible assets before impairment was mainly due to the inclusion of the Haldex companies and addi�onal deprecia�on and amor�za�on from the purchase price alloca�ons for the acquisi�on of the Haldex Group.

As part of the Haldex acquisi�on, deprecia�on and amor�za�on of property, plant and equipment and intangible assets in connec�on with purchase price alloca�ons increased to EUR 19.1 million (previous year: EUR 9.5 million).

5.4 INCOME TAXES

The main components of income taxes are:

in EUR thousands

		Q1-Q4/2023 Q1-Q4/2022
Current income taxes incl. non-creditable foreign withholding
tax	–52,923	–24,628
Deferred income taxes	11,741	–2,643
Income tax reported in the result for the period	–41,182	–27,271

The effec�ve income tax rate for the Group for the year ended December 31, 2023, is 33.84 percent (previous year: 30.82 percent). The following table reconciles the tax expenses presented in the Consolidated Financial Statements and the expected income taxes for the Group a�er applying the Group's corporate income tax rate of 25.55 percent (previous year: 25.96 percent). The Group tax rate is the average weighted tax rate of the regions EMEA, Americas and APAC applied to the Group's earnings before taxes. For each of the three regions, the average weighted tax rate of the Group companies in that region was used (23.94 percent for EMEA, 26.66 percent for the Americas and 25.19 percent for APAC).

The expected income tax expenses (current and deferred) based on the Group's tax rate of 25.55 percent deviate from the reported income tax expenses as follows:

in EUR thousands
		12/31/2023 12/31/2022
Result before income tax	121,704	88,498
Income tax based on Group's income tax rate of 25.55%
(previous year: 25.96%)	–31,095	–22,974
Unused interest carry-forwards	–3,685	–1,604
Unused tax loss carry-forwards (including impairments)	–6,771	–3,452
Use of previously not recognised tax loss carry-forwards	1,049	5,325
Non-deductible operating expenses	–6,087	–4,651
Tax-Exempt income	1,746	570
Differences in tax rates	429	1,638
Income taxes resulting from previous year	5,487	–880
Tax effects from exchange rate fluctuations	–1,628	–886
Other	–462	–264
Effects from changes in foreign tax legislation	–165	–93
Income tax based on effective income tax rate of 33,84%
(previous year: 30.82%)	–41,182	–27,271

The development of deferred income taxes in the tax loss carryforward item is characterized by impairment-related losses in mainly Swedish subsidiaries of the Haldex Group companies consolidated for the first �me in 2023, for which no deferred tax assets were recognized.

Income taxes rela�ng to other periods in the amount of EUR 3.97 million result from tax effects of SAF-Holland Inc, USA, which relate to previous years. These prior-year taxes include the use of tax benefits for research and development (so-called R&D credits). The possibility of u�lizing these R&D credits from previous years only arose in the course of detailed analyses in 2023.

The development of deferred income taxes as of the repor�ng date was as follows:

in EUR thousands
		12/31/2023 12/31/2022
Inventories	5,022	2,359
Pensions and other similar benefits	4,670	3,081
Lease liabilities	12,055	–
Other financial liabilities	65	28
Other provisions	7,477	3,936
Tax loss carry-forwards	23,405	9,556
Interest carry-forwards	1,556	959
Other	7,272	3,768
Deferred income tax assets	61,522	23,687
Intangible assets	–71,869	–31,162
Property, plant and equipment	–15,978	–12,873
Capitalised Rights of use	–12,560	–
Investments accounted for using the equity method	–474	47
Other assets	–313	–232
Interest bearing loans and bonds	–2,695	–3,718
Other	–4,674	–5,297
Deferred income tax liabilities	–108,563	–53,235

No deferred tax assets were recorded on the losses of Haldex AB, Sweden, for the current year 2023, which amount to EUR 6.8 million.

No deferred tax assets were recorded on the losses of SAF-Holland Yangzhou Vehicle Parts Ltd. China for the current year 2023, which amount to EUR 0.4 million (previous year: EUR 6.9 million).

As of the repor�ng date, deferred tax assets and liabili�es of EUR 37.6 million (previous year: EUR 8.5 million) were offset, having met the requirements for offse�ng. The balance sheet thus includes deferred tax assets of EUR 23.9 million (previous year: EUR 15.2 million) and deferred tax liabili�es of EUR 70.9 million (previous year: EUR 44.7 million).

The Group has tax loss carryforwards of EUR 188.6 million (previous year: EUR 91.4 million). EUR 95.8 million of this amount is atributable to the companies of the Haldex Group consolidated for the first �me in 2023. These loss carryforwards are available for a limited or unlimited period of �me at various Group companies so that they can be offset against future taxable income at the respec�ve company or other Group companies. Due to insufficient taxable income or offse�ng op�ons in the individual companies or other Group companies, no deferred tax assets were recognized on loss carryforwards amoun�ng to EUR 73.7 million (previous year: EUR 56.8 million). Of this amount, EUR 28.8 million is atributable to the companies of the Haldex Group consolidated for the first �me in 2023.

Unrecognized tax loss carryforwards expire as follows:

in EUR thousands
		12/31/2023 12/31/2022
Expiry date
Infinite	40,935	11,178
Within 5 years	32,786	45,644
Total	73,721	56,822

In addi�on to tax loss carryforwards, the Group has interest carryforwards of EUR 31.6 million (previous year: EUR 10.0 million), which are available indefinitely to various Group companies for use in the future as a tax deduc�on. They result from the interest barrier regula�on in Germany and a comparable regula�on in the US.

In fiscal year 2023, deferred income taxes amoun�ng to EUR -0.3 million (previous year: EUR -2.1 million) were recognized in other comprehensive income.

Furthermore, no deferred taxes were recognized on taxable temporary differences of EUR -96.6 million (previous year: EUR -77.3 million) in connec�on with shares in companies. In addi�on, temporary differences associated with shares held in companies for which no deferred taxes have been recognized amounted to EUR 205.7 million. These deduc�ble temporary differences amoun�ng to EUR 205.7 million result from the investments in the Haldex Group companies consolidated for the first �me in 2023.

The SAF-Holland Group and its parent company SAF-Holland SE are based in Germany. By law dated December 21, 2023 (published in the Federal Law Gazete on December 27, 2023), Germany adopted the global minimum taxa�on (so-called "Pillar 2" model) into German law.

The Group falls within the scope of the OECD minimum taxa�on model rules of the so-called "Pillar 2" model and has come to the conclusion that the global minimum tax (so-called "Pillar 2" tax), which is payable in accordance with the na�onal legisla�on implemen�ng the global minimum taxa�on rules, is an income tax within the scope of IAS 12.

The Group has therefore applied the temporary exemp�on published by the IASB in May 2023 from the accoun�ng requirements for deferred taxes rela�ng to income taxes in accordance with Pillar 2 rules in IAS 12. Accordingly, no deferred taxes rela�ng to income taxes under Pillar 2 rules are recognized and no related informa�on is disclosed.

The "Pillar 2" legisla�on was adopted in Germany by law on December 21, 2023 (promulgated in the Federal Law Gazete on December 27, 2023) and came into force on January 1, 2024.

As the na�onal legisla�on to implement the regula�ons on global minimum taxa�on was not yet in force at the repor�ng date, the Group is not subject to any tax burden in this respect in fiscal year 2023.

In accordance with the provisions of the law that will come into force on January 1, 2024, the Group's parent company, SAF-HOLLAND SE in Germany, must pay an addi�onal tax on the profits of its subsidiaries that are taxed at an effec�ve tax rate of less than 15 percent. The effec�ve tax rate is determined taking the special provisions of the "Pillar 2" legisla�on into account.

	According to analyses that have not yet been completed, this addi�onal tax (so-called top-up tax) may be levied on the earnings of the Group
To our Shareholders	subsidiary in the United Arab Emirates (SAF-Holland Middle East) in the
Remuneration Report 2023	amount of EUR 0.4 million.
Combined Management Report	The Group is currently s�ll in the process of assessing the impact of Pillar
Consolidated Financial Statements	2 once the legisla�on comes into force.
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet	It is therefore possible that further companies will be subject to minimum
Consolidated Statement of Changes in Equity	taxa�on a�er the analysis has been completed.
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements	Due to the complexity of the applica�on of the legisla�on and the
Mandates of the Supervisory Board/Management Board	calcula�on of the so-called "GlobE income" on which "Pillar 2" taxa�on is
Independent Auditor's Report	based, the quan�ta�ve effects of the legisla�on that has been passed or
Declaration of the Legal Representatives	entered into force cannot yet be reliably es�mated.

6. NOTES TO THE CONSOLIDATED BALANCE SHEET

6.1 GOODWILL AND INTANGIBLE ASSETS

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

in EUR thousands
	Customer		Development		Service	Licenses and	Intangible
	relationship	Technology	costs	Brand	network	software	assets	Goodwill
Historical costs
As of 01/01/2022	142,038	29,895	33,379	41,406	3,494	49,308	299,520	115,724
Additions from initial consolidation	–	–	–	–	–	495	495	–
Additions	–	–	4,006	–	–	357	4,363	–
Disposals	–	–	1,618	–	–	425	2,043	–
Transfers	–	–	–	–	–	222	222	–
Foreign currency translation	3,191	510	1,122	950	–	1,198	6,971	2,008
As of 12/31/2022	145,229	30,405	36,889	42,356	3,494	51,155	309,528	117,732
Additions from initial consolidation	110,208	26,580	14,787	22,071	–	2,050	175,696	49,650
Additions	–	–	4,767	–	–	2,024	6,791	–
Disposals	–	62	–	–	–	4,538	4,600	–
Transfers	–	–	524	–	–	351	875	–
Foreign currency translation	–6,520	–802	–613	–596	–	–994	–9,525	–1,575
As of 12/31/2023	248,917	56,121	56,354	63,831	3,494	50,048	478,765	165,807
Accumulated amortisation
As of 01/01/2022	61,369	23,703	16,553	1,331	2,753	36,907	142,616	36,739
Impairment	–	–	399	–	–	788	1,187	–
Additions	6,754	1,162	2,530	76	175	5,448	16,145	–
Disposals	–	–	618	–	–	404	1,022	–
Foreign currency translation	1,490	352	480	26	–	749	3,097	580
As of 12/31/2022	69,613	25,217	19,344	1,433	2,928	43,488	162,023	37,319
Impairment	–	–	1,267	–	–	502	1,769	–
Additions	12,624	2,871	4,509	74	175	3,467	23,720	–
Disposals	–	61	–	–	–	4,539	4,600	–
Foreign currency translation	–1,195	–244	–339	–5	–	–720	–2,503	–351
As of 12/31/2023	81,042	27,783	24,781	1,502	3,103	42,198	180,409	36,968
Carrying amount 12/31/2022	75,616	5,188	17,545	40,923	566	7,667	147,505	80,413
Carrying amount 12/31/2023	167,875	28,338	31,573	62,329	391	7,850	298,356	128,839

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

The increase in goodwill, brands, customer rela�onships and technologies is due in par�cular to the disclosure of hidden reserves as part of the purchase price alloca�on for the acquisi�on of the Haldex Group.

The increase in capitalized development costs is also largely due to the inclusion of the Haldex Group in the scope of consolida�on of SAF-HOLLAND SE.

One development project was discon�nued on account of a change in the alloca�on of resources. The development expenses incurred during the development phase for this project were writen off by recording an impairment loss of EUR 1.3 million. The impairment loss for this project was allocated in full to the EMEA region.

Intangible assets with finite useful lives that are significant to the Group are presented in the following table:

		2023		2022
in EUR thousands	Carrying amount	Useful life	Carrying amount	Useful life
Customer relationship "OEM"	24,293	23	23,322	24
Customer relationship "5th-Wheel"	9,400	15	8,840	16
Customer relationship "Americas"	89,488	15	–	0
Customer relationship "EMEA"	10,496	15	–	0
Customer relationship "APAC"	10,224	15	–	0

Impairment test for goodwill and intangible assets with indefinite useful lives

The Group carries out its annual impairment tests of recognized goodwill and intangible assets with indefinite useful lives as of October 1.

For the purpose of impairment tes�ng, the goodwill and brands origina�ng from business combina�ons, which have an indefinite useful life, were allocated to the "EMEA," "Americas" and "APAC" cash-genera�ng units, which also cons�tute the reportable segments. The alloca�on of the brands "SAF," "Holland," "York," "V.ORLANDI" and "HALDEX" to the cashgenera�ng units was done on the basis of the primary geographical use of these brands. The impairment test of the "SAF," "V.ORLANDI" and "HALDEX" brands was performed on the basis of the EMEA cashgenera�ng unit and the impairment test of the "Holland" brand was performed on the basis of the Americas cash genera�ng unit. The impairment test of the "York" brand was performed on the basis of the APAC cash-genera�ng unit.

The recoverable amount of a cash-genera�ng unit is determined on the basis of the value in use.

A discounted cash flow method was used to calculate the recoverable amount. A detailed five-year plan based on past experience, current opera�ng earnings, management's best es�mate of future development and market assump�ons served as the basis for calcula�ng cash flows. The value contribu�on as of 2028 is supplemented by the perpetual annuity. The basis for the calcula�on of the perpetual annuity is the assumed longterm sustainably achievable result given the market environment's cyclical nature.

To calculate the discount rates, a weighted average cost of capital (WACC) method was applied. This method considers yields on government bonds at the beginning of the budget period as a risk-free interest rate. As in the previous year, a growth rate deduc�on of 1.0 percent was applied for the perpetual annuity.

The following table presents the discount factors before taxes as of October 1, 2023, that are applied during the impairment tests for goodwill and intangible assets with indefinite useful lives:

	Discount rate before tax
	2023	2022
Americas	11.76%	12.38%
EMEA	12.20%	10.59%
APAC	13.43%	15.79%

In addi�on, specific peer group informa�on for beta factors and leverage is taken into account.

The carrying amounts are as follows:

To our Shareholders	in EUR thousands
Remuneration Report 2023			Americas		EMEA		APAC		Total
		12/31/2023	12/31/2022	12/31/2023	12/31/2022	12/31/2023	12/31/2022	12/31/2023	12/31/2022
Combined Management Report	Goodwill	65,243	27,475	51,492	45,451	12,104	7,487	128,839	80,413
Consolidated Financial Statements	Brand	12,725	13,229	46,587	24,568	3,017	3,126	62,329	40,923
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity	In addi�on, the Group owns other brands that are being amor�zed over			At 6.6 percent, the APAC cash-genera�ng unit reports the highest average
Consolidated Statement of Cash Flows	their intended useful lives on the basis of the brand strategy pursued.			growth rate among the cash-genera�ng units. The compara�vely high average growth rate is firstly atributable to the expected sharp rise in
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board	An average growth rate of 2.1 percent was used for the five-year planning							revenue following the removal of the corona restric�ons in China, which is
Independent Auditor's Report	of the Americas cash genera�ng unit.							such an important market for the region. The an�cipated increase in
Declaration of the Legal Representatives								revenue is supported, among other factors, by expected changes in

Additional Information

An average growth rate of 3.6 percent is expected for the five-year planning of the EMEA cash genera�ng unit.

regula�ons that urge trailer manufactures to shi� to weight-reduced and disc-brake technology, both a key competence of SAF-HOLLAND. Furthermore, the compara�vely high average growth rate results from a further recovery of the Indian and Australian trailer market. A�er already falling by 65 percent in 2019, trailer produc�on in India slumped by another 60 percent in 2020 on account of the COVID-19 pandemic. Due to the massive slump in produc�on figures in the years 2019/2020, it is expected that the economic recovery that began in 2021 and carried on through to 2022 and 2023 and in the following years. Furthermore, infrastructure projects ini�ated by the Indian government provide addi�onal growth impetus.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Within the scope of a sensi�vity analysis either an increase in the average cost of capital (a�er taxes) of 150 basis points, a decline of future cash flows (a�er taxes) of 10 percent or a one percent reduc�on in the longterm growth rate was assumed for the cash-genera�ng units to which material goodwill and intangible assets with indefinite useful lives were allocated. Based on this method, SAF-HOLLAND determined that there was no need for impairment at any of the cash-genera�ng units.

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Additional Information

6.2 PROPERTY, PLANT AND EQUIPMENT

	in EUR thousands
To our Shareholders				Other equipment, office furniture and	Advance payments and construction in
Remuneration Report 2023		Land and buildings	Plant and equipment	equipment	progress	Total
Combined Management Report	Historical costs
Consolidated Financial Statements	As of 01/01/2022	160,204	212,968	44,900	11,893	429,965
Consolidated Statement of Comprehensive Income	Additions from initial consolidation	–	5	–	–	5
Consolidated Balance Sheet	Additions	4,829	4,127	4,196	25,241	38,393¹
Consolidated Statement of Changes in Equity	Disposals	7,565	6,600	1,278	504	15,947²
Consolidated Statement of Cash Flows	Transfers	586	5,223	1,855	–7,886	–222
Notes to the Consolidated Financial Statements	Foreign currency translation	2,237	5,150	514	73	7,974
Mandates of the Supervisory Board/Management Board	As of 12/31/2022	160,291	220,873	50,187	28,817	460,168
	Additions from initial consolidation	35,182	53,256	22,356	10,076	120,870
Independent Auditor's Report	Additions	14,515	6,938	8,725	42,669	72,847¹
Declaration of the Legal Representatives	Disposals	6,105	14,279	6,519	397	27,300²
Additional Information	Transfers	3,120	36,129	6,105	–46,225	–871
	Foreign currency translation	–2,688	–4,958	–1,258	–1,190	–10,094
	As of 12/31/2023	204,315	297,959	79,596	33,750	615,620
	Accumulated amortisation
	As of 01/01/2022	59,719	134,148	34,764	–	228,631
	Impairment	1,907	727	–	–	2,634
	Additions	9,316	16,447	4,267	–	30,030
	Disposals	4,089	6,301	1,013	–	11,403³
	Foreign currency translation	771	3,263	513	–	4,547
	As of 12/31/2022	67,624	148,284	38,531	–	254,439
	Impairment	354	2,770	0	–	3,124
	Additions	15,837	25,581	11,187	–	52,605
	Disposals	4,522	13,737	6,431	–	24,690³
	Transfers	–	–	4		4
	Foreign currency translation	–962	–2,340	–567	–	–3,869
	As of 12/31/2023	78,331	160,558	42,724	–	281,613
	Carrying amount 12/31/2022	92,667	72,589	11,656	28,817	205,729
	Carrying amount 12/31/2023	125,984	137,401	36,872	33,750	334,007

¹ The addi�ons of the year include addi�ons to right of use assets of EUR 17.9 Mio (previous year EUR 6.5 Mio).

² Including disposals of right of use assets of EUR 2.8 Mio (previous year EUR 1.9 Mio)

³ Including disposals of right of use assets of EUR 1.7 Mio (previous year EUR 0.6 Mio).

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

The increase in property, plant and equipment compared to the previous year is mainly due to the inclusion of the Haldex Group in the Consolidated Financial Statements of SAF-HOLLAND. Due to the ongoing conflict in Ukraine and the related sanc�ons, an impairment loss of EUR 2.7 million on property, plant and equipment in accordance with IAS 36 was recognized in profit or loss for an asset in Russia (EMEA region). The expected net realizable value less costs to sell was used as the recoverable amount. In the previous year, an impairment loss on property, plant and equipment of EUR 1.7 million was recognized for China (APAC region), as the sales targets for fiscal year 2022 and the resul�ng lower assumed sales and earnings performance in subsequent years were not achieved. The impairment loss recorded on non-current assets mainly related to buildings, plant and equipment used in axle produc�on.

6.3 LEASES

The Group has entered into leases for a range of office equipment, warehouse buildings, produc�on buildings and plant and machinery, vehicles, other equipment, office furniture and equipment, all of which it uses for its opera�ng ac�vi�es. The leases for buildings generally have terms ranging between 5 and 15 years. The terms of the leases for technical equipment and machinery as well as vehicles, other equipment, office furniture and equipment generally range between 3 and 5 years. A series of real estate lease agreements of the Group include extension and termina�on op�ons. Such terms and condi�ons are used to provide the Group with the greatest possible flexibility with regard to the leased assets. The majority of the exis�ng op�ons to extend or terminate the leases can only be exercised by the Group and not by the respec�ve lessor.

Payments for short-term leases of technical equipment and machinery and vehicles, as well as leases of low-value assets are expensed through profit or loss on a straight-line basis. Short-term leases are those that have a residual lease term of twelve months or less. Low-value assets consist of IT equipment and smaller items of office furniture.

The following items are presented in the balance sheet in connec�on with leases:

Right-of-use assets

in EUR thousands

	12/31/2023 12/31/2022
55,415	29,710
144	108
5,835	3,576
61,394	33,394

As of December 31, 2023, right-of-use assets recorded an increase of EUR 28.0 million compared to the previous year. The main reason for the increase is the inclusion of the Haldex Group in the Consolidated Financial Statements. As of December 31, 2023, the right-of-use assets atributable to the former Haldex Group amounted to EUR 21.7 million.

Addi�ons to right-of-use assets during fiscal year 2023 mainly relate to the lease of the new plants in Mexico and India, and amounted to a total of EUR 18.0 million (previous year: EUR 6.5 million).

The age structure of lease liabili�es breaks down as follows:

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

Aging of lease liabilities 2023
in EUR thousands	Remaining term of up to 1 year	Remaining term of up to 2 years	Remaining term of up to 3 years	Remaining term of up to 4 years	Remaining term of up to 5 years	Remaining term of more than 5 years	Total
Land and buildings	10,715	10,520	7,977	5,776	5,271	20,688	60,947
Plant and equipment	253	307	53	50	42	575	1,280
Vehicles	2,320	1,580	851	335	113	24	5,223
Other equipment, office furniture and equipment	197	75	26	11	8	–	317
Total	13,485	12,482	8,907	6,172	5,434	21,287	67,767

Aging of lease liabilities 2022

in EUR thousands

	Remaining term	Remaining term	Remaining term	Remaining term	Remaining term	Remaining term of more than 5
	of up to 1 year	of up to 2 years	of up to 3 years	of up to 4 years	of up to 5 years	years	Total
Land and buildings	6,194	5,570	5,509	3,905	1,735	11,897	34,810
Plant and equipment	240	478	33	23	23	7	804
Vehicles	1,219	751	408	189	90	39	2,696
Other equipment, office furniture and equipment	42	15	12	9	5	–	83
Total	7,695	6,814	5,962	4,126	1,853	11,943	38,393

This had the following impact on the Consolidated Statement of Comprehensive Income:

Consolidated Statement of Comprehensive Income

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Amortisation of right of use assets	–14,330	–8,570
Interest expenses	–2,543	–1,344
Expenses related to short-term leases	–7,372	–4,027
Expenses related to low-value leases	–126	–56

The deprecia�on of right-of-use assets breaks down to the different classes of non-current assets as follows:

Amortisation of right of use assets

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Land and buildings	–11,827	–6,832
Plant and equipment	–63	–40
Other equipment, office furniture and equipment	–2,440	–1,698
Total	–14,330	–8,570

Total lease expenditure in fiscal year 2023 came to EUR 22.6 million (previous year: EUR 13.1 million).

The Group does not act as a lessor.

	To our Shareholders

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

6.4 INVESTMENTS IN COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD

The following companies are investments in companies accounted for using the equity method:

	Country of incorporation	% Equity interest
Associates
Castmetal FWI S.A.	Luxembourg	34.09
Joint ventures
SAF-HOLLAND Nippon, Ltd.	Japan	50.0
Shaanxi Fast Haldex Brake Products Co. Ltd.	China	49.0

Details about the Group's associates are presented in the following table:

Name of the associate	Castmetal FWI S.A.
Nature of relationship with the Group	Supplier of components in cast steel
Principal place of business	Luxembourg
Ownership interest	34.09%

The table below summarizes the financial informa�on for Castmetal FWI S.A. This summarized financial informa�on corresponds to the relevant amounts in the associates' financial statements prepared in accordance with IFRS (for accoun�ng purposes adjusted to the Group's accoun�ng policies using the equity method).

in EUR thousands

	Castmetal FWI S.A.
		12/31/2023 12/31/2022
Current assets	32,639	40,242
Non-current assets	13,615	11,583
Current liabilities	–12,672	–21,355
Non-current liabilities	–5,389	–8,002
Sales	58,084	53,583
Net profit of the financial year from continuing operations	5,125	5,432
Total comprehensive income	5,125	5,432
Group's share in total comprehensive income	1,747	1,851
Other equity holders	3,378	3,581

The following is a reconcilia�on between the reported summarized financial informa�on and the carrying amount of the investment in Castmetal FWI S.A. as shown in the Consolidated Financial Statements:

in EUR thousands
		12/31/2023 12/31/2022
Net assets of the associate	28,193	22,468
Equity interest of the Group	34.09%	34.09%
Other adjustments	–1,299	5,030
Carrying amount of the investment in Castmetal FWI S.A.	8,312	12,689

The reconcilia�on item "other adjustments" resulted primarily from declared but unpaid dividends and the disclosure of hidden reserves in the context of the acquisi�on of the investment and its amor�za�on.

A dividend of EUR 4.3 million (previous year: EUR 4.3 million) was distributed by Castmetal FWI S.A. in the past fiscal year.

	To our Shareholders

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

The shares in the joint ventures SAF-HOLLAND Nippon, Ltd. and Shaanxi Fast Haldex Brake Products Co. Ltd. are not material joint ventures in themselves. The financial informa�on on these joint ventures is presented below:

in EUR thousands
		12/31/2023 12/31/2022
Group's share in profit or loss	–523	26
Group's share in total comprehensive income	53	26
Aggregate carrying amount of Group's share in this company	3,296	1,138

SAF-HOLLAND Nippon, Ltd. distributed a dividend of EUR 0.2 million (previous year: EUR 0.2 million) in the past fiscal year.

6.5 NON-CURRENT FINANCIAL ASSETS

The non-current financial assets of the previous year included the investment in Haldex AB, as the Polish an�trust authori�es had not yet given their approval as of December 31, 2022, and therefore control over Haldex AB had not yet been obtained within the meaning of IFRS 10.

The remaining non-current financial assets mainly consisted of a loan of EUR 110.0 million that SAF-HOLLAND SE extended to Haldex AB to refinance the bank loans that fell due for immediate repayment upon the change in ownership.

6.6 OTHER NON-CURRENT ASSETS

in EUR thousands
		12/31/2023 12/31/2022
VAT reimbursement claims	633	610
Claims from reinsurance	879	983
Defined benefit assets	10,478	4,626
Insurance premiums	2,578	75
Other	3,028	1,040
Total	17,596	7,334

The increase in other non-current assets is mainly due to the inclusion of the Haldex Group in the Consolidated Financial Statements.

6.7 INVENTORIES

in EUR thousands

		12/31/2023 12/31/2022
Raw materials	149,229	78,128
Semi finished goods	56,215	47,255
Finished and trading goods	70,924	58,228
Goods in transit	30,324	18,638
Total	306,692	202,249

The increase in inventories is influenced by the integra�on of the Haldex Group. As of December 31, EUR 89.2 million was atributable to the inventories of the former Haldex Group.

Cost of sales includes impairment of inventories of EUR 5.6 million (previous year: EUR 4.5 million) and is recognized in cost of sales. The inventory impairment is recorded in a separate impairment account and neted against the gross amount of inventories. The higher impairment amount on inventories compared to the previous year was mainly due to the first-�me inclusion of the Haldex companies in the Consolidated Financial Statements.

in EUR thousands
	Allowance account
As of 01/01/2022	15,687
Charge for the year	4,621
Utilised	5,455
Release	147
Foreign currency translation	185
As of 12/31/2022	14,891
Charge for the year	5,945
Additions from initial consolidation	6,164
Utilised	4,187
Release	386
Foreign currency translation	–583
As of 12/31/2023	21,844

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Consolidated Balance Sheet

Independent Auditor's Report Declaration of the Legal Representatives

Additional Information

6.8 TRADE RECEIVABLES

As of December 31, 2023, trade receivables increased by 51.0 percent compared to the previous year. This development is primarily due to the inclusion of Haldex AB and its subsidiaries in the Consolidated Financial Statements of SAF-HOLLAND SE. As of the repor�ng date, the trade receivables atributable to Haldex AB and its subsidiaries amounted to EUR 48.8 million.

Trade receivables are non-interest bearing and are generally on due within 30 to 120 days.

in EUR thousands
									Thereof partly impaired on the reporting date
									and past due in the following periods
				Thereof
				neither
				impaired
				nor past due
	Gross			on the				Between 91	Between
	carrying		Carrying	reporting	Less than 30	Between 31	Between 61	and 120	121 and 360	More than
		amount Impairment	amount	date	days	and 60 days	and 90 days	days	days	360 days
Trade receivables as of 12/31/2023	227,354	7,615	219,739	194,943	19,698	3,055	351	151	1,541	–
Trade receivables as of 12/31/2022	150,528	5,784	144,744	129,355	10,578	2,390	1,566	212	511	132

Impairment of trade receivables is recorded in a separate impairment account and neted against the gross amount of trade receivables.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

in EUR thousands
	Allowance account
As of 01/01/2022	7,246
Additions from initial consolidation	130
Charge for the year	647
Utilised	1,578
Release	737
Foreign currency translation	76
As of 12/31/2022	5,784
Additions from initial consolidation	1,339
Charge for the year	5,351
Utilised	3,862
Release	957
Foreign currency translation	–40
As of 12/31/2023	7,615

Trade receivables that are not impaired and past due show no indica�ons as of the repor�ng date that the debtors will not meet their payment obliga�ons. The Group has taken out trade credit insurance in Europe and the US to insure against the default risk.

The Group sold and fully derecognized receivables with a volume of EUR 37.3 million (previous year: EUR 52.7 million) as of the repor�ng date as part of factoring agreements. Assuming the legal validity of the receivables, the factor bears the risk of customer default for the purchased receivables.

6.9 OTHER CURRENT ASSETS

in EUR thousands

		12/31/2023 12/31/2022
VAT receivables	22,658	14,192
Prepaid expenses	14,011	4,378
Insurance premiums	1,083	335
Creditors with a debit balance	462	347
Deposits within the framework of factoring	2,333	567
Other tax claims without income tax	4,398	4,675
Contractual assets	5,894	–
Other current assets	6,676	4,490
Total	57,515	28,984

The increase in other current assets compared to the previous year should be viewed against the backdrop of the inclusion of the Haldex Group in the Consolidated Financial Statements.

6.10 CASH AND CASH EQUIVALENTS

in EUR thousands

		12/31/2023 12/31/2022
Cash on hand, cash at banks and checks	240,319	236,786
Short-term deposits	5,957	6,674
Total	246,276	243,460

Cash and cash equivalents include EUR 11.7 million (previous year: EUR 9.5 million), which the Group can only transfer to a limited extent.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

Short-term investments consist of highly-liquid financial assets that have a residual term of not more than three months and are only exposed to insignificant fluctua�ons in value.

For further informa�on on the development of cash and cash equivalents, please refer to the Statement of Cash Flows.

6.11 EQUITY

Share capital

The company's share capital has not changed compared to the previous year and amounted to EUR 45,394,302.00 (previous year: EUR 45,394,302.00) as of the balance sheet date. It is represented by 45,394,302 (previous year: 45,394,302) ordinary shares with a nominal value of EUR 1.00 each and is fully paid up.

Authorized capital As of the repor�ng date, exis�ng authorized share capital is as follows:

To our Shareholders
Remuneration Report 2023		Articles of Association Date of resolution/expiration	Euro/number of shares	Subscription rights excluded/ execution of capital increase
Combined Management Report	Article 5.3	May 20, 2020/valid until May 19, 2025 22,697,151.00 EUR = 22,697,151.00 Shares		Capital increases can be conducted, excluding the subscription rights of
Consolidated Financial Statements				existing shareholders, under the certain circumstances defined in the articles
Consolidated Statement of Comprehensive Income				of association and only to an upper limit of 20 percent of subscribed share capital
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows	Capital reserve			A dividend of 0.85 per share will be proposed for fiscal year 2023,
Notes to the Consolidated Financial Statements	As of December	31, 2023, the capital reserve was unchanged at		corresponding to a total dividend distribu�on of EUR 38.6 based on
Mandates of the Supervisory Board/Management Board		EUR 224.1 million (previous year: EUR 224.1 million).		45,394,302 shares. This amounts to a payout ra�o of the available net
Independent Auditor's Report				income atributable to equity holders of the parent company of 48.3
Declaration of the Legal Representatives				percent, which is within the targeted range. A dividend of EUR 0.60 was

Additional Information

Retained earnings
					Retained earnings include the result for the period atributable to
shareholders of SAF-HOLLAND SE of EUR 79.9					million (previous year:

corresponding to a total dividend distribu�on of EUR 38.6 based on 45,394,302 shares. This amounts to a payout ra�o of the available net income atributable to equity holders of the parent company of 48.3 percent, which is within the targeted range. A dividend of EUR 0.60 was paid in the previous year. The total distribu�on thus amounted to EUR 27.2 million.

Accumulated other changes in equity

EUR 61.1 million).

in EUR thousands
		Before tax amount		Tax income/expense	Net of tax amount
	Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022
Exchange differences on translation of foreign operations	–20,658	12,688	–	–	–20,658	12,688
Net gain/loss on equity instruments measured at fair value through other
comprehensive income	996	6,273	–	–	996	6,273
Remeasurements of defined benefit plans	963	8,057	–275	–2,073	688	5,984
Total	–18,699	27,018	–275	–2,073	–18,974	24,945

The total amount of exchange differences from the transla�on of foreign opera�ons included in other comprehensive income amounts to EUR - 21.5 million (previous year: EUR -0.9 million).

The total amount a�er taxes included in other comprehensive income that arises from the remeasurement of defined benefit plans is EUR -1.6 million (previous year: EUR -2.3 million).

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report

6.12 PENSIONS AND SIMILAR COMMITMENTS Germany

The Group has offered defined benefit plans to its employees in Germany in accordance with a supplemental agreement.

Under a supplementary agreement dated January 1, 2007, SAF-HOLLAND GmbH's pension plans were frozen, and no further pension en�tlements can be earned. The future pension payments for these plans depend on an employee's length of service.

Future pension payments for the plan of SAF-HOLLAND Verkehrstechnik GmbH depend on the length of service and the individual's income. In February 2011, the company restructured its exis�ng pension plans from a direct pension commitment to an indirect pension commitment in the form of a reinsured employee benefit fund. The conversion did not alter the benefits granted to employees. Pension commitments of the employee benefit fund are covered by a group insurance contract. As these reinsurance claims do not cons�tute plan assets because the employees' claims are not protected against insolvency, the asset value of the pension liability insurance of EUR 0.9 million (previous year: EUR 1.0 million) is recognized under other non-current assets in accordance with IAS 19.

In the course of the merger of Haldex GmbH into SAF-HOLLAND GmbH, an ac�ve pension scheme for company pensions was also transferred. This is based on the company agreement dated August 22, 1991, in conjunc�on with the pension scheme of Grau GmbH (legal predecessor of Haldex GmbH) dated August 20, 1991, and was adopted and applied accordingly by Haldex. The monthly pension is granted a�er a wai�ng period of 5 full years of service and consists of a basic amount of EUR 51.13 plus an increase of EUR 2.20 for each year of service completed a�er 10 years. The period of service up to re�rement age is taken into account for the disability pension. The early re�rement pension is granted in the amount of the re�rement pension reached by the �me of re�rement. The surviving dependants' pension amounts to 60 percent of the pension of the en�tled person. In addi�on, there are two closed pension schemes in which the group of persons only consists of ac�ve pension recipients and re�red persons with vested en�tlements.

There are no legal or regulatory minimum funding requirements in Germany.

U.S.A.

SAF-HOLLAND Inc. maintains three pension plans that are closed to new entrants. The benefits paid under the defined benefit pension plans depend on the length of service or, in some cases, the par�cipant's individual income. The investment oversight of the plan assets was delegated to an investment commitee. The plan assets are managed by a trustee. The trustee responsible for the management of the assets acts under the instruc�on of the investment commitee. The pension plans comply with the funding requirements of the US Employee Re�rement Income Security Act of 1974, as amended. Minimum funding requirements for defined benefit plans are 80 percent to avoid any performance restric�ons.

In addi�on, SAF-HOLLAND Inc. maintains a plan for post-employment medical benefits. This is granted on a voluntary basis and covers the medical costs of eligible employees for a period of up to three years.

Canada

SAF-Holland Canada Ltd. operates a defined benefit plan in Canada that is s�ll open to new entrants. Under the terms of Canada's Ontario Pension Benefits Act and the Canadian Revenue Agency, pension plans that are not fully funded and will not be fully funded in the near future have a minimum funding requirement of 85 percent.

Sweden

In Sweden, Haldex AB has defined benefit plans in accordance with the 1960 collec�ve agreement (ITP). These defined benefit plans are ac�ve and new pension en�tlements can be acquired. The scope of the pension benefits depends on the par�cipant's length of service and salary. The pension plans are covered by a reinsurance policy.

In addi�on, there is a defined benefit plan for three former decisionmakers, which is currently being paid out. The pension plan is partly financed by pension founda�ons and is covered by reinsurance. The pension plan is closed to new entrants.

United Kingdom

In the United Kingdom, Haldex Ltd. and Haldex Brake Product Ltd. maintain defined benefit plans that are closed to future service-related increases and new entrants.

	The financing of the plans is determined by the provisions of the Finance Act of 2004. The defined benefit plans are administered by a trust company
To our Shareholders	whose board of trustees represents the interests of the beneficiaries in
Remuneration Report 2023	accordance with the trust agreement and the law and ensures that the benefits can be paid in the future.
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

The development of the defined benefit pension plans as of December 31 is as follows:

Independent Auditor's Report

Declaration of the Legal Representatives

	Defined benefit obligation							Net defined benefit
		(DBO)	Fair value of plan assets		Effects of asset ceiling		balance
		(I)		(II)		(III)		(I – II + III)
	2023	2022	2023	2022	2023	2022	2023	2022
Balance as of the beginning of the period	76,739	98,836	67,427	80,446	1,384	106	10,696	18,496
Additions from initial consolidation	55,473	–	31,750	–	–	–	23,723	–
Beginning Balance	132,212	98,836	99,177	80,446	1,384	106	34,419	18,496
Current service cost	492	619	–	–	–	–	492	619
Past service cost	30	–	–	–	–	–	30	–
Settlement	172	–	–	–	–	–	172	–
Interest expenses	5,735	2,502	–	–	69	3	5,804	2,505
Interest income	–	–	4,585	2,318	–	–	–4,585	–2,318
Components of defined benefit costs recognised in the Consolidated
Statements of income	6,429	3,121	4,585	2,318	69	3	1,913	806
Actuarial gains/losses	5,874	–23,990	6,723	–14,585	–	–	–849	–9,405
Effects of asset ceiling	–	–	–	–	–114	1,348	–114	1,348
Remeasurements recognised in the Consolidated Statements of
Comprehensive Income	5,874	–23,990	6,723	–14,585	–114	1,348	–963	–8,057
Employer Contributions	–	–	1,023	320	–	–	–1,023	–320
Benefits paid	–7,156	–5,593	–5,837	–5,153	–	–	–1,319	–440
Foreign currency translation effects	–1,467	4,365	–1,660	4,081	–15	–73	178	211
Settlement	–474	–	–		–		–474
Other reconciling items	–9,097	–1,228	–6,474	–752	–15	–73	–2,638	–549
Balance as of the end of the period	135,418	76,739	104,011	67,427	1,324	1,384	32,731	10,696
thereof provisions for pensions and similar obligations					–		43,209	15,322
thereof net assets (reported in other non-current assets)					–		10,478	4,626
thereof:
Germany	19,897	10,868	12	12	–	–	19,885	10,856
Sweden	22,178	–	2,774	–	–		19,404	–
UK	27,850	–	30,388	–	–		–2,538	–
USA	47,493	49,291	52,783	50,641	–	–	–5,290	–1,350
Canada	13,417	12,793	17,390	16,627	1,324	1,384	–2,649	–2,450
Other countries	2,533	1,719	664	147	–	–	1,869	1,572
Post-employment medical plan	2,050	2,068	–	–	–	–	2,050	2,068
Actual return on plan assets	–	–	11,308	–12,267	–	–	–	–

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet	from:
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

The net method of accoun�ng for defined benefit plans of EUR 32.7 million (previous year: EUR 10.7 million) is presented under the provision for pensions and similar obliga�ons in an amount of EUR 43.2 million and in an amount of EUR 10.5 million under other non-current assets. The net interest expense amounted to EUR 1.2 million (previous year: EUR 0.2 million).

The actuarial gains (–) and losses (+) included in the revalua�on resulted

in EUR thousands
	12/31/2023 12/31/2022
Experience losses/gains related to defined benefit obligation	592	551
Experience losses/gains related to plan assets	–6,723	14,586
Changes in demographic assumptions	1,894	83
Changes in financial assumptions	3,388	–24,625
Total	–849	–9,405

Actuarial assumptions

The key assump�ons used in determining pension and post-employment medical benefit obliga�ons for the Group's pension plans are shown in the following table:

in %
		12/31/2023 12/31/2022
Discount rate
Germany pension plan	3.20	3.10
USA pension plan	4.97	5.19
Canada pension plan	4.65	5.05
Post-employment medical plan	4.87	5.09
Sweden pension plan	3.85	–
UK pension plan	4.60	–
Future salary increases	–	–
Germany pension plan	0.00/2.001	0.00/2.001
USA pension plan	3.00	3.00
Canada pension plan	–2	–2
Post-employment medical plan	n. a.	n. a.
Sweden pension plan	2.50	–
UK pension plan	3.00	–
Future pension increases	–	–
Germany pension plan	2.00	2.00
USA pension plan	–3	–3
Canada pension plan	–2	–2
Post-employment medical plan	n.a.	n. a.
Sweden pension plan	3.00	–
UK pension plan	2.00	–
Turnover rates	–	–
Germany pension plan	4.60	4.60
USA pension plan	2.88	2.88
Canada pension plan	–	–
Post-employment medical plan	Sarason T5	Sarason T5
Sweden pension plan	3.00	–
UK pension plan	n.a.	–

¹For the calcula�on of SAF-HOLLAND GmbH's defined benefit obliga�ons, no salary increases were considered because the amount of the obliga�on depends on the length of service of the respec�ve employee and the pension plan has been frozen so that no addi�onal en�tlements can be earned. The future salary trend for the pension obliga�ons of SAF-HOLLAND Verkehrstechnik GmbH is assessed to be 2.00%.

2 For the Canadian pension plans, no future salary and pension increases were considered as the pension payments depend on the years of service.

3 For the pension plans in the USA, no future pension increases were considered as the pension payments remain constant. Therefore, only years of service or salary and wage increases up to re�rement were considered in determining the defined employee benefit obliga�ons for these plans.

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Consolidated Balance Sheet

Independent Auditor's Report Declaration of the Legal Representatives

Additional Information

The following mortality tables were used:

Germany	Heubeck Richttafeln 2018G
	Sterbetafel Pri-2012(BC) mit generationsabhängiger
USA	projektiver Skala MP-2021
	Sterbetafel RP-2014Priv mit generationsabhängiger
Canada	projektiver Skala MI-2017
Sweden	DUS23
UK	106% S3PMA/S3PFA_M YoB

Healthcare cost infla�on:

	12/31/2023 12/31/2022
5.25	5.50

5.91	6.25
2027	2027

Sensitivity analyses

The discount rate is seen as a significant input for the value of defined benefit obliga�ons. A 0.75 percentage point change in the discount rate would have the following effect on the amount of defined benefit obliga�ons:

in EUR thousands
		12/31/2023 12/31/2022
	Increase	Decrease	Increase	Decrease
Total	–11,551	13,196	–5,634	6,246
thereof:
Germany	–1,686	1,972	–998	1,179
USA	–3,116	3,512	–3,265	3,684
Canada	–1,369	1,369	–1,267	1,267
Sweden	–2,651	3,152	–	–
UK	–2,600	3,049	–	–
Other countries	–129	142	–104	116

A one percentage point change in the assumed trend in healthcare costs would have the following effects:

in EUR thousands
		12/31/2023	12/31/2022
	Increase	Decrease	Increase	Decrease
Effect on the aggregate current service cost and interest
expenses	5	–5	5	–5
Effect on the defined benefit
obligation	93	–85	96	–87

Remuneration Report 2023

Combined Management Report

	Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

Future cash flows

Future payments of defined benefit obliga�ons are summarized in the following table:

in EUR thousands
					2023
	2024	2025-2028	2029-2033	2033 ff.	Gesamt
Germany	1,140	4,481	5,472	20,172	31,265
USA	3,995	15,787	18,300	46,060	84,142
Canada	722	3,146	4,291	17,573	25,732
Sweden	1,051	2,217	2,940	11,630	17,838
UK	965	5,733	8,639	43,352	58,689
Other countries	146	628	3,956	1,583	6,313
Total	8,019	31,992	43,598	140,370	223,979

					2022
	2023	2024-2027	2028-2032	2032 ff.	Gesamt
Germany	536	2,277	2,982	13,705	19,500
USA	4,089	16,251	19,317	50,765	90,422
Canada	710	3,078	4,306	18,665	26,759
Other countries	85	204	3,867	1,210	5,366
Total	5,420	21,810	30,472	84,345	142,047

Breakdown of plan assets

The major categories of plan assets as a percentage of the fair value of total plan assets and according to value are as follows:

		12/31/2023		12/31/2022
	%	in EUR thousands	%	in EUR thousands
Equities	54.67%	56,859	61.62%	41,549
Bonds	21.33%	22,188	32.38%	21,832
Cash and money market	1.42%	1,475	2.20%	1,483
Real estate	2.41%	2,506	3.57%	2,404
Insurance	20.17%	20,983	0.23%	159
Total	100.00%	104,011	100.00%	67,427

US pension fund investments are managed through a diversified por�olio of highly liquid ins�tu�onal investment funds, as governed by the US Investment Advisors Act of 1940. The por�olio is invested in various asset classes. Investments include US equi�es, global equi�es, US and global fixed income and real estate.

The weighted average dura�on of pension plans is shown below:

in years
		12/31/2023 12/31/2022
Germany	14	14
USA	9	11
Canada	14	13
Sweden	15	-
UK	16	-
Other countries	7	10

The employer contribu�ons to defined benefit plans expected for fiscal year 2024 amount to EUR 1.2 million.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

6.13	OTHER PROVISIONS
------	------------------

The main components of other provisions and their development are shown in the following table:

in EUR thousands

					Workers'
					compensation
			Other long		and health		Share based
	Product	Partial	term employee	Pending	insurance		payment
	warranty	retirement	benefits	Litigation	benefits	Restructuring	transactions	Other	Total
As of 01/01/2022	10,876	480	758	839	1,112	705	2,626	1,148	18,544
Additions	7,503	–	297	208	939	342	1,152	1,677	12,118
Utilised	2,908	141	69	107	603	507	317	163	4,815
Release	1,210	–	7	175	–	–	1,175	40	2,607
Foreign currency translation	186	–	–21	14	61	–2	48	331	617
As of 12/31/2022	14,447	339	958	779	1,509	538	2,334	2,953	23,857
Additions from initial
consolidation	4,673	–	2,917	957	–	865	–	1,015	10,427
Additions	12,857	55	229	413	1,784	156	3,650	6,939	26,083
Utilised	3,039	–	375	389	1,143	474	851	1,346	7,617
Release	765	–	–	98	–	–	33	789	1,685
Foreign currency translation	–490	–	–13	–9	–66	–24	–38	–32	–672
As of 12/31/2023	27,683	394	3,716	1,653	2,084	1,061	5,062	8,740	50,393
Thereof in 2023
Current	18,105	–	14	799	1,158	1,061	2,077	6,463	29,677
Non-current	9,578	394	3,702	854	926	–	2,985	2,277	20,716
Thereof in 2022
Current	6,793	–	14	424	597	538	660	1,885	10,911
Non-current	7,654	339	944	355	912	–	1,674	1,068	12,946

Guarantees and warranties

Provisions are recognized for expected guarantees and warranty claims on products sold in past periods. The amount of the provision is based on past experience, taking the circumstances on the repor�ng date into account. Product warran�es include free repairs and, at the Group's discre�on, the free replacement of components conducted by authorized partner repair shops. The addi�ons to this provision in the past fiscal year are mainly the result of a change in the risk assessment for current guarantee and warranty incidents.

Partial retirement

The Group offers a part-�me re�rement plan to employees in Germany going into early re�rement. In Germany, the Group uses what is known as a block model, which divides part-�me re�rement into two phases. Under such an arrangement, employees generally work full-�me during the first half of the transi�on period and leave the company at the start of the second half. The provision is discounted and recognized at its present value. Part-�me re�rement commitments are insured against poten�al insolvency.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

Other long-term employee benefits

The provision for other long-term employee benefits includes long-service benefits and deferred compensa�on.

Disability and health insurance benefits for employees

Occupa�onal disability and health insurance benefits are recognized in the amount of the claims made. In addi�on, overall liability for claims of this kind is es�mated based on past experience and taking stop-loss insurance coverage into account.

Restructuring provision

Provisions include mainly personnel costs in the form of severance payments.

Variable remuneration

Performance Share Unit Plan (PSU Plan)

Under the PSU plan, members of the Management Board and certain managers are en�tled to receive cash awards depending on the achievement of certain performance targets. A PSU plan with a four-year term has been offered each year to the scheme's par�cipants since 2013.

The goal of this plan is to sustainably link the interests of the management and execu�ves with the interests of SAF-HOLLAND SE shareholders in a long-term increase in the company's value. The performance share unit plan takes both the company's performance and the share price development for a performance period of four years into account.

Par�cipants receive virtual Share Units at the beginning of the performance period. The number of Share Units at the beginning of the performance period is determined by dividing the allowance value set annually by the Supervisory Board by the average share price in the last two months of the year preceding the allowance. Upon expira�on of the performance period, the number of Share Units allowed is adjusted by the mul�plica�on with a target achievement factor. The target achievement factor is the ra�o of the company's average performance (adjusted EBIT margin) during the performance period versus the average target value previously set for the performance period.

The amount of the par�cipants' payment en�tlement is determined by mul�plying the Share Units with the average share price during the last two months of the performance period and the target achievement factor. There is no en�tlement to shares of SAF-HOLLAND SE.

Payment under the performance share unit plan is limited to 200 percent of the par�cipant's gross annual salary at the �me of payment.

The prerequisite for exercising apprecia�on rights is the achievement of a defined performance target. The performance target is met if during the en�tlement period the Group has achieved an average minimum opera�ng performance measured by the performance indicator "adjusted EBIT."

Other provisions

The increase in other provisions is mainly due to contract termina�on costs for which provisions have been recognized and subsequent costs in connec�on with the cyber-atack.

Additional Information

The total of Share Units granted as of the repor�ng date amounts to 595,744 and comprises the following:

Remuneration Report 2023						Performance Share Unit Plan
Combined Management Report Consolidated Financial Statements		Performance Share-Unit	Performance Share-Unit	Performance Share-Unit	Performance Share-Unit	Performance Share-Unit
Consolidated Statement of Comprehensive Income		Plan 2019-2022	Plan 2020-2023	Plan 2021-2024	Plan 2022-2025	Plan 2023-2026
Consolidated Balance Sheet	Share Units outstanding at the beginning of the period	89,420	157,071	119,361	115,846	–
Consolidated Statement of Changes in Equity	Share Units granted during the period	–	–	–	–	226,431
Consolidated Statement of Cash Flows	Share Units forfeited during the period	–	3,429	2,523	4,092	12,921
Notes to the Consolidated Financial Statements	Share Units exercised during the period	89,420	–	–	–	–
Mandates of the Supervisory Board/Management Board	Share Units outstanding at the end of the period	–	153,642	116,838	111,754	213,510
Independent Auditor's Report	Share Units exercisable at the end of the period	–	153,642	116,838	111,754	213,510
Declaration of the Legal Representatives

The Share Units granted are classified and accounted for as cash-setled, variable payments. The fair value of the Share Units is remeasured on each repor�ng date using a Monte-Carlo simula�on and in considera�on of the condi�ons under which the Share Units were granted. The measurement of the op�ons granted was based exclusively on the following parameters:

		Further informa�on on the measurement parameters is provided in
Note 2.2.

The fair value is expensed over the contract term with recogni�on of a corresponding liability. As of December 31, 2023, provisions for these performance plans amounted to EUR 5.1 million (previous year: EUR 2.3 million). The net expense for the period of EUR -2.7 million (previous year: EUR -0.3 million) has been allocated to the relevant func�onal areas in the Consolidated Statement of Comprehensive Income.

	Performance Share Unit Plan
	Performance Share-Unit Plan 2020- 2023	Performance Share-Unit Plan 2021- 2024	Performance Share-Unit Plan 2022- 2025	Performance -Share-Unit Plan 2023- 2026
Expected remaining contractual life (years)	0.00	1.00	2.00	3.00
Average share price on measurement date (in
EUR)	15.20	15.24	15.08	14.90
Expected volatility	n/a	32.77%	39.98%	37.24%
Risk free interest rate	–	3.15%	2.39%	2.12%
Dividend return	3.00%	3.00%	3.00%	3.00%

6.14 INTEREST-BEARING LOANS AND BONDS

To our Shareholders
Remuneration Report 2023
Combined Management Report	in EUR thousands
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

Non-current Current Total 12/31/2023 12/31/2022 12/31/2023 12/31/2022 12/31/2023 12/31/2022 Interest bearing bank loans 193,750 299,466 9,311 – 203,061 299,466 Promissory note loan 379,000 274,000 – 97,500 379,000 371,500 Financing costs –2,551 –4,575 –1,456 –1,730 –4,007 –6,305 Accrued interests – – 4,752 5,662 4,752 5,662 Other loans 45,054 45,227 808 109 45,862 45,336 Total 615,253 614,118 13,415 101,541 628,668 715,659

SAF-HOLLAND placed a promissory note loan in the amount of EUR 105 million on June 13. The tranches of the promissory note loan feature fixed as well as variable interest rates and maturi�es of three, five years and seven years.

An overview of the tranches of the newly issued promissory note loan is presented in the following table:

Overview of promissory note loans

Volume	Interest rate	Expiry date
EUR 23.5 Mio.	4.59%	06/15/2026
		06/15/2026
EUR 20 Mio.	4.55%	06/13/2028
		06/13/2028
EUR 7.5 Mio.	4.78%	06/13/2030
		06/13/2030
		EUR 35.5 Mio. 6M-Euribor + 1.3% EUR 17.5 Mio. 6M-Euribor + 1.5% EUR 1 Mio. 6M-Euribor + 1.8%

The issue will contribute to op�mizing the maturity profile as well as the borrowing costs. The issue proceeds were used for the early repayment of exis�ng bank liabili�es that were taken out in the course of the acquisi�on of Haldex AB.

To refinance the acquisition of the Haldex Group, SAF-HOLLAND SE concluded a new credit facility agreement in August 2022 with credit lines in the amount of EUR 250 million and two annuity loans with a credit volume of EUR 300 million. The terms of the annuity loans was 3 and 5 years.

In addi�on, in November 2022, SAF-HOLLAND SE successfully placed a promissory note transac�on with a volume of EUR 176 million via its subsidiary, SAF-HOLLAND GmbH.

The tranches of the promissory note loan featured fixed as well as variable interest rates and maturi�es of three and five years.

The proceeds from the placement were used to refinance the 7-year tranche of the promissory note loan issued in November 2015, which had a volume of EUR 5 million and fell due on November 28, 2022, the 3-year tranche of the promissory note loan issued in March 2020, which had a volume of EUR 141 million and falls due on March 27, 2023, as well as the 3.5-year tranche of the promissory note loan issued in March 2020, which had a volume of EUR 20 million and falls due on September 27, 2023.

An overview of the tranches of the promissory note loan concluded in the previous year is presented in the following table:

To our Shareholders	Overview of promissory note loans 2022
Remuneration Report 2023	Tranche		Volume Interest rate Expiry date
Combined Management Report
Consolidated Financial Statements	3 years var.	EUR 107.5 Mio.	6M-Euribor +	175 bps 11/04/2025
Consolidated Statement of Comprehensive Income	3 years fix	EUR 15 Mio.		4.61% 11/04/2025
Consolidated Balance Sheet			6M-Euribor +
	5 years var.	EUR 40 Mio.		200 bps 11/04/2027
Consolidated Statement of Changes in Equity		EUR 13.5
Consolidated Statement of Cash Flows	5 years fix	Mio.		4.91% 11/04/2027
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board

In addi�on, an early repayment of EUR 10 million was made in the previous year on the annuity loans taken out in August 2022 (total volume: EUR 300 million), which were used to finance the acquisi�on of Haldex AB.

Additional Information

Independent Auditor's Report Declaration of the Legal Representatives

The following table shows the total liquidity calculated as the sum of freely available credit lines valued at the rate as of the repor�ng date in addi�on to available cash and cash equivalents:

Remuneration Report 2023
Combined Management Report	in EUR thousands				12/31/2023
Consolidated Financial Statements		Amount drawn valued as at the	Agreed credit lines valued as at the
Consolidated Statement of Comprehensive Income		period-end exchange rate	period-end exchange rate	Cash and cash equivalents	Total liquidity
Consolidated Balance Sheet	Revolving credit line	22,773	250,000	246,276	473,503
Consolidated Statement of Changes in Equity	Total	22,773	250,000	246,276	473,503
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board					12/31/2022
Independent Auditor's Report		Amount drawn valued as at the	Agreed credit lines valued as at the
Declaration of the Legal Representatives		period-end exchange rate	period-end exchange rate	Cash and cash equivalents	Total liquidity
	Revolving credit line	–	250,000	243,460	493,460
Additional Information	Total	–	250,000	243,460	493,460

6.15 TRADE PAYABLES FROM DELIVERIES AND SERVICES

Trade payables of EUR 228.6 million (previous year: EUR 159.0 million) are non-interest-bearing and are normally setled within two to six months. The Haldex Group, which was included in the Consolidated Financial Statements for the first �me, accounted for EUR 63.0 million in trade payables.

6.16 OTHER FINANCIAL LIABILITIES (CURRENT)

The other financial liabili�es in the previous year mainly resulted from the valua�on of the put op�ons for the acquisi�on of the remaining shares in PressureGuard LLC.

6.17 OTHER LIABILITIES

in EUR thousands
		Current	Non-current
		12/31/2023 12/31/2022 12/31/2023 12/31/2022
Liabilities for salaries and social
security contributions	29,477	15,580	–	–
Other taxes	8,658	11,687	–	–
Anniversary obligations	264	197	426	372
Liabilities from factoring	14,108	15,422	–	–
Deposits	1,322	1,299	–	–
Liability from pass-through
agreements	1,912	3,302	–	–
Contractual liabilities	11,262	–	–	–
Other	10,738	4,600	–	10
Total	77,741	52,087	426	382

The increase in other liabili�es is due to the inclusion of the Haldex Group. This accounted for EUR 32.4 million as of the repor�ng date.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

7. OTHER INFORMATION

7.1 FINANCIAL INSTRUMENTS AND FINANCIAL RISK

MANAGEMENT

Carrying amounts, amounts recognized and fair values by measurement category are as follows:

in EUR thousands
						12/31/2023
				Amounts recognised in balance sheet according to IFRS 9
	Measurement category in accordance with IFRS 9	Carrying amount	(Amortised) cost	Fair value recognised in equity	Fair value recognised in profit or loss	Fair value
Assets
Cash and cash equivalents	FAAC	246,276	246,276	–	–	246,276
Trade receivables	FAAC	219,739	219,739	–	–	219,739
Other financial assets
Derivatives without a hedging relationship	FAtPL	448	–	–	448	448
Other financial assets	FAAC	899	899	–	–	899
Other short-term investments	FAAC	–	–	–	–	–
Liabilities
Trade payables	FLAC	228,630	228,630	–	–	228,630
Interest bearing loans and bonds	FLAC	628,668	628,668	–	–	616,160
Other financial liabilities
Derivatives without a hedging relationship	FLtPL	127	–	–	127	127
of which aggregated by category in accordance with IFRS 9
Financial assets measured at amortised cost	FAAC	466,914	466,914	–	–	466,914
Financial liabilities measured at amortised cost	FLAC	857,298	857,298	–	–	844,790
Financial assets at fair value through profit and loss	FAtPL	448	–	–	448	448
Financial Liabilities at fair value through profit and loss	FLtPL	127	–	–	127	127

in EUR thousands

						12/31/2022
			Amounts recognised in balance sheet
	Measurement
	category in			Fair value	Fair value
	accordance	Carrying	(Amortised)	recognised	recognised in
						Fair value
						243,460
Trade receivables	FAAC	144,744	144,744	–	–	144,744

						1,479
						292,172
Other financial assets	FAAC	110,000	110,000	–	–	105,192
Other short-term investments	FAAC	3,703	3,703	–	–	3,703
Liabilities
Trade payables	FLAC	159,029	159,029	–	–	159,029
Interest bearing loans and bonds	FLAC	715,659	715,659	–	–	704,897
Derivatives without a hedging relationship	FLtPL	174	–	–	174	174
Other financial liabilities	FLtPL	2,557	–	–	2,557	2,557
of which aggregated by category in accordance with IFRS 9
Financial assets measured at amortised cost	FAAC	501,907	501,907	–	–	497,099
Financial liabilities measured at amortised cost	FLAC	874,688	874,688	–	–	863,926
Financial assets at fair value through profit and loss	FAtPL	1,479	–	–	1,479	1,479
Financial liabilities held for trading	FATOCI	292,172	–	292,172	–	292,172
	Assets Cash and cash equivalents Other financial assets Derivatives without a hedging relationship Non-current loan receivables	with IFRS 9 FAAC FAtPL FATOCI	amount 243,460 1,479 292,172	cost 243,460 – –	in equity – – 292,172	according to IFRS 9 profit or loss – 1,479 –

Financial Liabilities at fair value through profit and loss FLtPL 2,731 – – 2,731 2,731

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Consolidated Balance Sheet

Independent Auditor's Report Declaration of the Legal Representatives

Additional Information

The following table shows the alloca�on to the three levels of the fair value hierarchy for financial assets and liabili�es measured at fair value:

in EUR thousands
				12/31/2023
Financial assets	Level 1	Level 2	Level 3	Total
Other financial assets	–	899	–	899
Derivative financial assets	–	448	–	448
Total financial assets	–	1,347	–	1,347
Financial liabilities
Promissory note loan	–	373,985	–	373,985
Interest bearing loans and bonds	–	242,175	–	242,175
Derivative financial liabilities	–	127	–	127
Total financial liabilities	–	616,287	–	616,287

in EUR thousands
				12/31/2022
Financial assets	Level 1	Level 2	Level 3	Total
Not listed equity instruments	–	–	292,172	292,172
Non-current loan receivables	–	105,192	–	105,192
Other financial assets	–	3,703	–	3,703
Derivative financial assets	–	1,479	–	1,479
Total financial assets	–	110,374	292,172	402,546
Financial liabilities
Promissory note loan	–	367,081	–	367,081
Interest bearing loans and bonds	–	337,816	–	337,816
Put option for non-controlling interests	–	–	2,529	2,529
Other financial liabilities	–	28	–	28
Derivative financial liabilities	–	174	–	174
Total financial liabilities	–	705,099	2,529	707,628

Cash and cash equivalents, trade receivables and payables, as well as current, non-deriva�ve financial assets and liabili�es, mainly have short remaining maturi�es. For this reason, their carrying amounts as of the repor�ng date approximate their fair values.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

The Group applies the following methods and assump�ons when measuring fair value:

The fair value of unlisted shares was determined using the discounted cash flow method. These measurements require management to make certain assump�ons regarding the input factors used in the model, including cash flow projec�ons and the discount rate.
Non-current fixed-interest loan receivables are measured by the Group using various parameters such as the interest rates, certain countryspecific risk factors and the credit ra�ngs of specific customers.
The fair values of interest-bearing loans and the promissory note loan are calculated as the present value of the payments associated with the debt based on the applicable yield curve and currency-specific credit spreads.
Deriva�ve financial instruments such as interest rate swaps and forward exchange contracts are measured using a valua�on technique that uses observable input factors from ac�ve markets. The most frequently applied valua�on techniques include forward pricing and swap models calculated at net present value.
The other liabili�es from the valua�on of the put op�ons for noncontrolling interests in the previous year in the amount of EUR 2.5 million were recognized at the present value of the expected redemp�on value in each case. The expected redemp�on value was determined on forecasted earning figures.

In the balance sheet as of December 31, 2023, only deriva�ves in the amount of EUR 0.3 million (previous year: EUR 1.3 million) were measured at fair value. In the previous year, unlisted shares in the amount of EUR 292.2 million were also measured at fair value.

The fair value of liabili�es from interest-bearing loans, the promissory note loan and deriva�ve financial assets and liabili�es, was measured based on directly (e.g. prices) or indirectly (e.g. derived from prices) observable input factors. Under IFRS 7, this fair value measurement can, therefore, be allocated to Level 2 of the measurement hierarchy. Due to the fact that fair value measurement of shares in non-listed companies and put-op�on liabili�es is not based on observable market data, these instruments were classified to Level 3 of the fair value hierarchy. The fair value hierarchy levels are described below:

Level 1: Quoted prices in ac�ve markets for iden�cal assets or liabili�es,

Level 2: Informa�on other than quoted market prices that is observable either directly (e.g. prices) or indirectly (e.g. derived from prices), and
Level 3: Informa�on on assets and liabili�es that is not based on observable market data.

Net results break down by measurement categories as follows:

To our Shareholders	in EUR thousands
Remuneration Report 2023						12/31/2023
		From subsequent measurement Currency From interest At fair value translation 3,151 – – – 58 – –36,650 – –3,800 – –724 –
Combined Management Report
Consolidated Financial Statements					Impairment	Net result
Consolidated Statement of Comprehensive Income	Financial assets measured at amortised cost				–4,394	–1,243
Consolidated Balance Sheet	Financial assets at fair value through profit and loss				–	58
Consolidated Statement of Changes in Equity	Financial liabilities measured at amortised cost				–	–40,450
Consolidated Statement of Cash Flows	Financial liabilities held for trading				–	–724
Notes to the Consolidated Financial Statements	Total	–33,499	–666	–3,800	–4,394	–42,359
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report						12/31/2022
Declaration of the Legal Representatives			From subsequent measurement
Additional Information				Currency
		From interest	At fair value	translation	Impairment	Net result

Total	–13,422	1,442	1,768	90	–10,122
Financial liabilities held for trading	–	–432	–	–	–432
Financial liabilities measured at amortised cost	–14,828	–	1,768	–	–13,060
Financial assets at fair value through profit and loss	–	1,874	–	–	1,874
Financial assets measured at amortised cost	1,406	–	–	90	1,496

The components of the net result are recognized as finance income or finance expenses, except for impairments on trade receivables which are reported under selling expenses.

The interest result from financial liabili�es in the category "financial liabili�es measured at amor�zed cost" primarily consists of interest expenses on interest-bearing loans and bonds and the amor�za�on of transac�on costs.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

Financial risks

As an interna�onally ac�ve Group, SAF-HOLLAND SE is exposed to both business and industry-specific risks. Controlling opportuni�es and risks in a targeted manner is an integral part of management and decision-making within the Group.

To be adequately prepared for changes in compe��ve and environmental condi�ons and to efficiently control the crea�on of value within the Group, the Management Board has implemented a risk management system that is monitored by the Audit Commitee. Risk management processes required limits and the use of financial instruments to manage risks are defined in the Group's risk management handbook and supplementary guidelines. The risk management system is aimed at iden�fying and assessing the risks that arise. The risks iden�fied are communicated, managed and monitored in a �mely manner.

The Group is exposed mainly to liquidity risk, credit risk, interest rate risk and foreign currency risk. The risk management of the Group has the objec�ve of limi�ng the risks posed by opera�ng and financing ac�vi�es. This is primarily done using deriva�ve and non-deriva�ve hedging instruments.

Liquidity risk

The Group's liquidity risk is the risk that it will be unable to meet current or future payment obliga�ons because of insufficient funds. Limi�ng and managing liquidity risk are among the management's primary tasks. The Group monitors the current liquidity situa�on on a daily basis. To manage future liquidity requirements, the Group uses a weekly 3-month forecast and a monthly rolling liquidity plan on a twelve-month basis. The management also con�nually monitors compliance with the financial covenants laid out in the long-term loan agreement.

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

in EUR thousands
	12/31/2023
		Remaining term of
		Remaining term of more than 1 year
	Total	up to 1 year	and up to 5 years	more than 5 years
Interest bearing loans and bonds	628,668	13,415	601,753	13,500
Lease liabilities	67,767	13,485	32,995	21,287
Trade payables	228,630	228,630	–	–
Derivatives without a hedging relationship	127	127	–	–
Financial liabilities	925,192	255,657	634,748	34,787

The maturity structure of the Group's financial liabili�es is as follows:

Independent Auditor's Report Declaration of the Legal Representatives

Consolidated Balance Sheet

Additional Information

				12/31/2022
	Total	Remaining term of up to 1 year	Remaining term of more than 1 year and up to 5 years	Remaining term of more than 5 years
Interest bearing loans and bonds	715,659	101,541	609,118	5,000
Lease liabilities	38,393	7,695	18,755	11,943
Trade payables	159,029	159,029	–	–
Other financial liabilities
Other financial liabilities	2,557	2,557	–	–
Derivatives without a hedging relationship	174	174	–	–
Financial liabilities	915,812	270,996	627,873	16,943

The following tables show the contractually agreed (undiscounted) interest and principal payments of primary financial liabili�es and deriva�ve financial instruments with nega�ve fair values:

	in EUR thousands
										12/31/2023
To our Shareholders				Cashflows 2024			Cashflows 2025			Cashflows 2026–2030
Remuneration Report 2023		Fixed	Variable		Fixed	Variable		Fixed	Variable
Combined Management Report		interest rate		interest rate Repayment	interest rate		interest rate Repayment	interest rate		interest rate Repayment
	Interest bearing loans and bonds	–4,694	–23,170	–10,119	–4,263	–20,432	–235,500	–6,165	–21,606	–382,304
Consolidated Financial Statements	Lease liabilities	–2,227	–	–13,485	–1,561	–	–12,482	–14,932	–	–41,800
Consolidated Statement of Comprehensive Income	Other financial liabilities
Consolidated Balance Sheet	Derivatives without a hedging relationship	–127	–	–	–	–	–	–	–	–
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows										12/31/2022
Notes to the Consolidated Financial Statements				Cashflows 2023			Cashflows 2024			Cashflows 2025–2032
Mandates of the Supervisory Board/Management Board		Fixed	Variable		Fixed	Variable		Fixed	Variable
Independent Auditor's Report		interest rate		interest rate Repayment	interest rate		interest rate Repayment	interest rate		interest rate Repayment
Declaration of the Legal Representatives	Interest bearing loans and bonds	–2,505	–18,725	–97,609	–2,505	–20,532	–9,466	–28,399	–28,363	–609,227
Additional Information	Lease liabilities	–673	–	–7,695	–282	–	–6,814	–11,508	–	–23,884
	Other financial liabilities

Derivatives without a hedging relationship –174 – – – – – – – –

All instruments are included that were held as of the repor�ng date and for which payments were already contractually agreed. Budgeted figures for future new debt are not included. Amounts denominated in foreign currency were translated at the spot rate as of the balance sheet date. Variable interest payments arising from financial instruments were calculated using the most recent interest rates determined ahead of the repor�ng date. All on-call financial liabili�es are allocated to the earliest possible period in the table.

176 176

The following table shows the change in liabili�es from financing ac�vi�es:

To our Shareholders	in EUR thousands
Remuneration Report 2023								12/31/2023
Combined Management Report				Foreign
Consolidated Financial Statements				exchange
		01/01/2023	Cash flows	movement	Interest effect	IFRS 16	Other	12/31/2023
Consolidated Statement of Comprehensive Income Consolidated Balance Sheet	Interest bearing bank loans	299,466	–96,405	–	–	–	–	203,061
	Promissory note loan	371,500	7,500	–	–	–	–	379,000
Consolidated Statement of Changes in Equity	Other loans	45,336	526	–	–	–	–	45,862
Consolidated Statement of Cash Flows	Transaction costs paid	–6,305	–182	–	–	–	2,480	–4,007
Notes to the Consolidated Financial Statements	Derivative financial instruments	1,653	1,025	–	–	–	–2,357	321
Mandates of the Supervisory Board/Management Board Independent Auditor's Report	Lease liabilities	38,393	–15,109	–793	2,543	17,914	24,819	67,767
Declaration of the Legal Representatives

Additional Information

							12/31/2022
		Foreign exchange
	01/01/2022	Cash flows	movement	Interest effect	IFRS 16	Other	12/31/2022
Interest bearing bank loans	–	299,466	–	–	–	–	299,466
Promissory note loan	264,000	107,500	–	–	–	–	371,500
Other loans	58,255	–12,918	–	–	–	–1	45,336
Transaction costs paid	–2,114	–5,776	–	–	–	1,585	–6,305
Derivative financial instruments	331	127	–	–	–	1,195	1,653
Lease liabilities	41,060	–9,024	392	1,344	4,621	–	38,393

Credit risk

The Group is exposed to default risk through the possibility that a contrac�ng party may fail to fulfil its commitment with respect to financial instruments. To minimize default risk, the outstanding receivables in all business areas are monitored con�nuously at the local level by all Group companies. To limit credit risks, the Group as a rule only does business with creditworthy business partners. In doing so, ongoing credit management is implemented that requires poten�al customers to undergo a credit verifica�on procedure. To manage specific default risks, the Group also takes out commercial credit insurance coverage in Europe and the United States and defines credit limits for each customer.

Any subsequent credit risk that arises is covered by individual and collec�ve impairment on receivables carried on the balance sheet. The expected credit loss is calculated on each repor�ng date. In addi�on to the credit ra�ngs of customers, the expected credit loss considers such criteria as country credit ra�ngs as issued by ra�ng agencies, the days sales outstanding and macroeconomic factors.

The measurement reflects the probability-weighted result taking into account interest rate effects and appropriate and dependable informa�on of past events, current circumstances and expected future economic condi�ons available as of the repor�ng date. Leters of credit and other

Additional Information

forms of credit collateral are considered components of trade receivables and included in the calcula�on of the need for impairment.

Interest rate risk

The Group is exposed to interest rate risk due to its financing ac�vi�es. Market-induced interest rate changes, in par�cular, can have an effect on the interest burden of floa�ng-rate loans and bonds. Changes in interest rates affect interest-related cash flows. To hedge the cash flow risk, the Group holds interest rate swaps to transform certain variable cash flows into fixed cash flows and to hedge the interest rate.

The Group is also exposed to the risk of the carrying amount of financial liabili�es changing as a result of interest rate changes. The Group has no plans to measure these financial liabili�es at their market price, therefore there is no related economic risk.

The Group is exposed to interest rate risk mainly in the euro zone, North America and China.

According to IFRS 7, the Group must show relevant interest rate risks using sensi�vity analyses. These analyses demonstrate the effects of changes in market interest rates on interest payments, interest income and interest expenses.

If market interest rates on December 31, 2023, had been 100 base points lower (higher), the result would have been EUR 4.5 million (previous year: EUR 2.6 million) higher (lower). All other variables are assumed to be constant.

Foreign currency risk

The interna�onal nature of the Group's inves�ng, financing and opera�ng ac�vi�es exposes the Group to foreign currency risk. The individual subsidiaries predominantly conduct their opera�ng ac�vi�es and investments in their respec�ve local currency. The Group uses foreign exchange forward contracts to hedge a por�on of the remaining transac�on risks. The foreign exchange forward contracts are not designated as hedging instruments to hedge cash flows. The period for which the foreign exchange forward contracts are entered into corresponds to the period in which the underlying business transac�on is subject to foreign currency risk, which is usually up to a period of 12 months. Financing the Group's companies is conducted primarily by SAF-HOLLAND SE and SAF-HOLLAND GmbH. Loans granted to interna�onal Group companies are generally denominated in euros. The transla�on of intercompany loans as of the repor�ng date can result in unrealized foreign exchange gains and losses. Unrealized foreign exchange gains and losses as of the repor�ng date amounted to EUR 4.6 million (previous year: EUR 17.1 million) and EUR -11.6 million (previous year: EUR –6.3 million) respec�vely. Of the unrealized foreign exchange gains EUR 0 million (previous year: EUR 15.2 million) and EUR 0.1 million (previous year: EUR - 5.1 million) of the unrealized foreign exchange losses were reclassified to other comprehensive income (OCI) as transla�on effects from the valua�on of intercompany foreign currency loans, which are considered part of a net investment in a foreign opera�on and are therefore recognized directly in equity.

The tables below show the Group's sensi�vity to a 5 percent increase or decrease in the euro versus the US dollar and the Chinese renminbi. The sensi�vity analysis includes only outstanding monetary items denominated in foreign currencies and adjusts their transla�on at the end of the period by a 5 percent change in exchange rates.

taxes
2,093
–2,093
1,281
–1,281

	Change in exchange rate SEK/EUR	Effect on earnings before taxes	Effect on equity after taxes
2023	5%	4,311	4,146
	–5%	–4,311	–4,146
2022	5%	5,500	5,500
	–5%	–5,500	–5,500

	Change in exchange
To our Shareholders	rate BRL/EUR
Remuneration Report 2023

Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity	7.2 EARNINGS PER SHARE
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

	Change in exchange rate BRL/EUR	Effect on earnings before taxes	Effect on equity after taxes
2023	5%	1,429	1,174
	–5%	–1,429	–1,174
2022	5%	1,441	1,035
	–5%	–1,441	–1,035

			Q1-Q4/2023 Q1-Q4/2022
	in EUR
Result for the period	thousands	79,933	61,081
Weighted average number of shares
outstanding	thousands	45,394	45,394
Basic earnings per share	Euro	1.76	1.35
Diluted earnings per share	Euro	1.76	1.35

Undiluted earnings per share are calculated by dividing the result for the period atributable to shareholders of SAF-HOLLAND SE by the average number of shares outstanding. New shares issued during the period would be included pro rata for the period in which they are outstanding.

As of the repor�ng date, the Group does not carry any debt instruments with a dilu�ve effect on earnings per share.

7.3 CASH FLOW STATEMENT

The statement of cash flows was prepared in accordance with IAS 7 and is divided into cash flows from opera�ng, inves�ng and financing ac�vi�es.

The cash flow from opera�ng ac�vi�es was calculated using the indirect method. By contrast, the cash flow from inves�ng ac�vi�es was calculated using the direct method. Cash flows from inves�ng ac�vi�es are used to generate income over the long-term, generally for one year or more. Cash flows from financing ac�vi�es were also calculated using the direct method and include cash flows from transac�ons with shareholders and the issue and repayment of financial liabili�es.

Other non-cash transac�ons mainly included impairment losses recorded on other receivables and unrealized exchange gains and losses as of the repor�ng date.

7.4 CONTINGENT LIABILITIES AND OTHER FINANCIAL OBLIGATIONS

Legal disputes

In the repor�ng year and as of the repor�ng date, there were no material legal disputes that could poten�ally have a significant impact on the Group's asset, financial or earnings posi�on.

Minimum lease payments from leases

The Group's other financial obliga�ons mainly consist of the minimum lease payments arising from leases of EUR 0.1 million (previous year: EUR 2.4 million).

Financial guarantees

Haldex AB has issued a performance bond of up to GBP 22.0 million to a pension trust for a defined benefit pension plan of Haldex Limited, United Kingdom.

7.5 NUMBER OF EMPLOYEES

The average number of employees broken down by region was as follows in the repor�ng period:

Average number of employees by region

	2023	2022
EMEA	2,192	1,626
Americas	2,473	1,581
APAC	1,053	521
Total	5,718	3,728
thereof industrial employees	3,184	1,996
thereof salaried employees	1,873	1,281
thereof temporary workers	661	451

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

7.6 INFORMATION ON RELATIONSHIPS WITH RELATED COMPANIES AND PERSONS

The Consolidated Financial Statements include the financial statements of SAF-HOLLAND SE and the following subsidiaries, associates and joint ventures:

	Country of incorporation	% Equity interest
SAF-HOLLAND GmbH	Germany	100.0
SAF-HOLLAND Polska Sp. z o.o.	Poland	100.0
SAF-HOLLAND France S.A.S.	France	100.0
SAF-HOLLAND Czechia spol.s.r.o.	Czechia	100.0
SAF-HOLLAND España S.L.U.	Spain	100.0
SAF-HOLLAND Italia s.r.l. unipersonale	Italy	100.0
SAF-HOLLAND Romania SRL	Romania	100.0
SAF-HOLLAND do Brasil Ltda.	Brazil	100.0
SAF-HOLLAND South Africa (Pty) Ltd.	South Africa	100.0
SAF (Xiamen) Axle Co., Ltd.	China	100.0
SAF-Holland RUS OOO	Russia	100.0
SAF-HOLLAND Middle East FZE	VAE	100.0
SAF-HOLLAND Otomotiv Sanayi ve Ticaret Limited Sirketi	Turkey	100.0
SAF-Holland Sverige AB	Sweden	100.0
SAF-Holland Suomi Oy	Finland	100.0
SAF-HOLLAND Inc.	USA	100.0
SAF-HOLLAND Canada Ltd.	Canada	100.0
SAF-HOLLAND (Aust.) Pty. Ltd.	Australia	100.0
SAF-HOLLAND (Malaysia) SDN BHD	Malaysia	100.0
SAF-HOLLAND (Thailand) Co., Ltd.	Thailand	100.0
SAF-Holland Verkehrstechnik GmbH	Germany	100.0
SAF-HOLLAND International de México S. de R.L. de C.V.	Mexico	100.0
SAF-HOLLAND Mexico S.A. de C.V.	Mexico	100.0
SAF-HOLLAND Hong Kong Ltd.	Hong Kong	100.0
SAF-HOLLAND (Xiamen) Co., Ltd.	China	100.0
Corpco Beijing Technology and Development Co., Ltd.	China	100.0
SAF-Holland Russland OOO	Russia	100.0
PressureGuard LLC	USA	100.0
V.ORLANDI S.p.A.	Italy	100.0
V. Orlandi Rus LLC	Russia	100.0
York Transport Equipment (Asia) Pte. Ltd.	Singapore	100.0

To our Shareholders Remuneration Report 2023

Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

	Country of	% Equity
	incorporation	interest
York Transport Equipment (India) Pty. Ltd.	India	100.0
YTE Special Products Pte. Ltd.	Singapore	100.0
Axscend Group Ltd.	Great Britain	100.0
Axscend Ltd.	Great Britain	100.0
SAF-Holland UK	Great Britain	100.0
SAF-HOLLAND (Shanghai) Investment Co., Ltd.	China	100.0
SAF-Holland (Yangzhou) Vehicle Parts Co., Ltd.	China	100.0
Haldex AB	Sweden	100.0
Haldex Financial Services Holding AB	Sweden	100.0
Haldex Financial Services AB	Sweden	100.0
Haldex Grau Ltd.	India	100.0
Haldex Holding AB	Sweden	100.0
Haldex I Halmstad AB	Sweden	100.0
Haldex Traction Holding II AB	Sweden	100.0
JSB Hesselman AB	Sweden	100.0
Haldex Ltd.	Great Britain	100.0
Haldex Brake Products Ltd.	Great Britain	100.0
Haldex Espana S.A.	Spain	100.0
Haldex Brake Products Corp.	USA	100.0
Haldex Acquisition Corp.	USA	100.0
Haldex Products de Mexico S.A. de C.V.	Mexico	100.0
Haldex Austria	Austria	100.0
Haldex NV	Belgium	100.0
Haldex Europe SAS	France	100.0
Haldex Hungary Kft.	Hungary	100.0
Haldex Italia Srl.	Italy	100.0
Haldex Sp.z.o.o.	Poland	100.0
Haldex Rus LLC	Russia	100.0
Haldex International Trading Co. Ltd.	China	100.0
Haldex Hong Kong Co. Ltd.	Hong Kong	100.0
Haldex Vehicle Products Co. Ltd.	China	100.0
Haldex India Ltd.	India	60.0
Haldex Korea Ltd.	South Korea	100.0
Haldex do Brasil Industria e Comercio Ltda	Brazil	100.0
Haldex Ltd.	Canada	100.0
Haldex Pty Ltd.	Australia	100.0

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

	Country of incorporation	% Equity interest
SAF-HOLLAND Nippon, Ltd.	Japan	50.0
Castmetal FWI S.A.	Luxembourg	34.1
Shaanxi Fast Haldex Brake Products Co. Ltd.	China	49.0

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

Consolidated Balance Sheet

Alexander Geis Chief Executive Officer (CEO) Frank Lorenz-Dietz Chief Financial Officer (CFO)

Chief Financial Officer (CFO) (until 03/31/2023)

The table below shows the composi�on of the Management Board and the Supervisory Board of SAF-HOLLAND SE in the repor�ng year:

The following shows the transac�ons with associates / joint ventures:

in EUR thousands
	Sales to related parties Purchases from related parties
	Q1-Q4/2023	Q1-Q4/2022	Q1-Q4/2023	Q1-Q4/2022
Joint Ventures	2,653	955	–	–
Associates	–	–	35,307	27,975
Total	2,653	955	35,307	27,975

in EUR thousands
		Amounts owed by related parties		Amounts owed to related parties
	12/31/2023	12/31/2022	12/31/2023	12/31/2022
Joint Ventures	722	463	–	–
Associates	–	–	4,447	3,913
Total	722	463	4,447	3,913

Supervisory Board

Wilfried Trepels

Management Board

Dr. Martin Kleinschmitt	Chairman of the Supervisory Board
Matthias Arleth	Member of the Supervisory Board
Ingrid Jägering	Member of the Supervisory Board
Carsten Reinhardt	Member of the Supervisory Board
Jurate Keblyte	Member of the Supervisory Board (since 04/03/2023)

The terms of office and other posi�ons held by the members of the Supervisory Board and the Management Board can be found in the chapter "Mandates of the Supervisory Board / Management Board" in this Annual Report.

As of December 31, 2023, members of the Management Board directly or indirectly held ordinary shares in the nominal amount of EUR 0.5 million (previous year: EUR 0.5 million while members of the Supervisory Board directly or indirectly held ordinary shares in the nominal amount of EUR 0.6 million (previous year: EUR 0.6 million).

The transac�ons with associates / joint ventures were conducted at arm's length. Outstanding balances as of December 31, 2023, are unsecured, interest-free and paid on �me. No guarantees have been provided or received for any receivables or payables from related par�es. As of December 31, 2023, and in the previous year, the Group did not record any impairment of receivables for amounts owed by related par�es. An evalua�on is carried out in each repor�ng period that examines the financial posi�on of the related par�es as well as the markets in which these par�es operate.

Additional Information Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Mandates of the Supervisory Board/Management Board Independent Auditor's Report Declaration of the Legal Representatives

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity

Additional Information

7.7 MANAGEMENT BOARD REMUNERATION 7.7.1 Basis of remuneration

Every year, the Supervisory Board reviews the remunera�on of each individual member of the Management Board in terms of amount and structure. Resolu�ons on remunera�on are generally prepared by the Remunera�on and Nomina�on Commitee.

The remunera�on system for the Management Board is geared towards the sustainable and long-term development of the company. The remunera�on system also promotes the business strategy and long-term development of the company. In accordance with the recommenda�on of the GCGC, the Supervisory Board ensures that variable remunera�on is structured on a mul�-year basis. This means that the long-term variable components exceed the short-term components, generally by a small margin. At the same �me, short-term variable remunera�on also places sufficient emphasis on annual opera�ng targets, which serve as the basis for the company's future development.

The following criteria applied to the individual components of the Management Board's remunera�on in fiscal year 2023:

1. Fixed basic annual salary

The base salary is fixed for the en�re year and is granted on a monthly basis. Unlike many other companies, the members of the Management Board do not receive pension benefits from the company for their services. To counterbalance this, the company introduced a remunera�on component in fiscal year 2018 that is added to the base salary.

2. Fringe benefits

The taxable fringe benefits granted to the Management Board consist primarily of the use of company cars and the premiums for occupa�onal accident insurance and directors and officers (D&O) insurance. In addi�on, subsidies towards health and pension insurance are paid in accordance with the provisions of social security law.

3. Variable short-term remuneration (STI)

The annual bonus is a variable cash payment that is based on the measurable performance of the company over the past fiscal year and the degree to which individual goals are atained. With the help of the individual targets, the individual performance of each Management Board member is taken into account when measuring remunera�on. In terms of the company

targets, the three parameters are Group sales, the net working capital ra�o and the adjusted EBIT margin. In terms of goal atainment, the lower limit for the bonus is 75 percent and the upper limit 125 percent. If the sum of the weighted individual target achievement is below 75 percent (threshold), then there is no pro rata payout of the bonus. In excep�onal cases, the Supervisory Board may set a lower limit of 50 percent. The amount of the remunera�on to be paid is calculated by mul�plying the percentage of target achievement with the target bonus. In the year of joining and leaving the company, the Management Board member is en�tled to a bonus on a pro rata temporis basis. The short-term incen�ve is paid out in the following fiscal year.

In addi�on, non-financial performance goals were set for the CEO and COO for the fiscal year 2023 that are oriented towards energy savings and the sustainability of the company's ac�vi�es.

4. Variable long-term remuneration (LTI)

The LTI is a variable remunera�on component whose objec�ve is the company's long-term apprecia�on in value, which sustainably links the interests of the company's management and execu�ves with the interests of the shareholders of SAF-HOLLAND SE. The program used is a performance share unit plan (PSUP) introduced in 2013 that takes both the company's performance and the share price performance into account and s�pulates a four-year performance period. For further informa�on, please refer to Note 6.12.

7.7.2 Remuneration of the Management Board

The remunera�on of the members of the Management Board in accordance with IFRS is as follows:

Remuneration of the Management Board

in EUR thousands	2023	2022
Short-term benefits due	2,193	2,305
Benefits after termination of the employment relationship	130	–
Share-based payment	1,236	233
Total remuneration according to IFRS	3,559	2,538

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

As of the balance sheet date, provisions of EUR 1.8 million (previous year: EUR 1.1 million) were recognized for the stock apprecia�on rights granted to members of the Management Board classified as share-based remunera�on; of this amount, EUR 1.2 million (previous year: EUR 0.2 million) was recognized as an expense in 2023. The por�on of the provision classified as current amounted to EUR 0.7 million (previous year: EUR 0.3 million).

7.8 REMUNERATION OF THE EXECUTIVE BODIES

The amounts shown below for the remunera�on of the Management Board and the Supervisory Board of SAF-HOLLAND SE are based on the valua�on principles defined in the German Commercial Code (HGB) and may differ from the amounts recognized in the IFRS Consolidated Financial Statements.

The remunera�on of the Management Board and the Supervisory Board is as follows:

in EUR thousands	2023	2022
Total remuneration of the executive bodies	2,920	3,067
of which non-performance-related	1,338	1,384
of which market value of the share-based remuneration allocated to the Management Board in the financial year at
the time of granting	727	762
Remuneration of the Supervisory Board	443	379

The remunera�on paid to the members of the Supervisory Board is governed by Ar�cle 16 of the Ar�cles of Associa�on of SAF-HOLLAND SE. It is commensurate to the tasks of the Supervisory Board and the situa�on of the company.

Under the current remunera�on system, the members of the Supervisory Board receive a fixed annual remunera�on a�er the end of the fiscal year, which means that the fixed annual remunera�on for the year 2023 will be paid out in 2024. No performance-based or stock-based remunera�on components are granted.

7.9 CORPORATE GOVERNANCE

The Management Board and Supervisory Board have issued the Declara�on of Compliance with the German Corporate Governance Code required by Sec�on 161 of the German Stock Corpora�on Act (AktG). This can be found on the company's website at htps://corporate.sa�olland.com/de/ unternehmen/ueber-uns/corporate-governance.

7.10 CAPITAL MANAGEMENT

The overriding goal of the Group's capital management is to ensure that the Group's ability to repay debt and its financial substance is maintained in the future. The founda�on for steering and op�mizing the exis�ng financing structure are EBIT, EBITDA and monitoring the development of net working capital and cash flow. Net debt is comprised of interest-bearing loans and bonds as well as lease liabili�es less cash and cash equivalents.

in EUR thousands
		12/31/2023 12/31/2022
Interest bearing loans and bonds	628,668	715,659
Lease liabilities	67,767	38,393
Cash and cash equivalents	–246,276	–243,460
Net debt	450,159	510,592
Equity attributable to equity holders of the parent	473,046	440,535
Equity and net debt	923,205	951,127

According to a financial covenant under the financing agreement signed in August 2022, the Group is obliged to maintain a certain level of net debt coverage (net debt divided by adjusted consolidated EBITDA).

When calcula�ng the net debt coverage as of the repor�ng date, it has been assumed that the Haldex Group is included in the Consolidated Financial Statements of SAF-HOLLAND SE. In addi�on, the EBITDA of the Haldex Group has been considered on a 12-month basis.

7.11 AUDITOR'S FEES

The following expenses were incurred in fiscal year 2023 for services provided by the auditors and their related companies:

	in EUR thousands
To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board Independent Auditor's Report	Germany.
Declaration of the Legal Representatives
Additional Information

in EUR thousands
		Q1-Q4/2023 Q1-Q4/2022
Auditing of financial statements	1,204	867
Other services	–	–
Total	1,204	867

The audi�ng firm, PricewaterhouseCoopers GmbH has been the appointed auditor of the Consolidated Financial Statements since fiscal year 2020. Mr. Stefan Hartwig has signed the auditor's report on the Consolidated Financial Statements for the second �me as the responsible auditor. Of the total fee, an amount of EUR 0.5 million (previous year: EUR 0.4 million) is atributable to Wirtscha�sprüfungsgesellscha� PricewaterhouseCoopers GmbH,

7.12 EVENTS AFTER THE BALANCE SHEET DATE Acquisi�on of IMS Group B.V.

On January 2, 2024, SAF-HOLLAND GmbH acquired 100 percent of the shares in its Dutch sales partner IMS Group B.V., based in Barneveld, the Netherlands. Because SAF-HOLLAND GmbH holds the majority of vo�ng rights, it obtained control of IMS Ltd. as of the acquisi�on date.

The first-�me consolida�on of IMS Group B.V. was carried out using the acquisi�on method in accordance with IFRS 3.

The provisional purchase price of EUR 10.2 million was paid in cash on January 2, 2024.

								It was not possible to fully conclude the preliminary purchase price
alloca�on for the acquired assets and liabili�es as of the date of first-�me
consolida�on due to the short period of �me between obtaining control and
the publica�on of this report.

Acquisi�on of IMS Group Steering Systems B.V.

On January 2, 2024, SAF-HOLLAND GmbH acquired 100 percent of the shares in IMS Group Steering Systems B.V., a company based in Barneveld, the Netherlands, that specializes in the sale of special axles. Because SAF-

HOLLAND GmbH holds the majority of vo�ng rights, it obtained control of IMS Group Steering Systems B.V. as of the acquisi�on date.

The first-�me consolida�on of IMS Group Steering Systems B.V. was carried out using the acquisi�on method in accordance with IFRS 3.

The provisional purchase price of EUR 0.2 million was paid in cash on January 2, 2024.

It was not possible to fully conclude the preliminary purchase price alloca�on for the acquired assets and liabili�es as of the date of first-�me consolida�on due to the short period of �me between obtaining control and the publica�on of this report.

Bessenbach, March 7, 2024

Alexander Geis Chief Execu�ve Officer (CEO) Frank Lorenz-Dietz Chief Financial Officer (CFO)

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

MANDATES OF THE SUPERVISORY BOARD/MANAGEMENT BOARD

SUPERVISORY BOARD

Dr. Martin Kleinschmitt

Chairman of the Supervisory Board, SAF-HOLLAND SE, Bessenbach, Germany (first appointed in 2013, Chairman since 2019, term of office un�l the 2024 Annual General Mee�ng)
Chairman of the Supervisory Board, SAF-HOLLAND GmbH, Bessenbach, Germany
Member of the Management Board, Noerr Consul�ng AG, Berlin, Germany
Partner, Noerr Partnergesellscha� mbB, Munich, Germany
Chairman of the Supervisory Board, G&H Bankenso�ware AG, Berlin, Germany
Chairman of the Supervisory Board, GRAMMER AG, Ursensollen, Germany

Matthias Arleth

Member of the Supervisory Board, SAF-HOLLAND SE, Bessenbach, Germany (first appointment in 2020, term of office un�l the 2024 Annual General Mee�ng)
Senior Vice President & General Manager Automo�ve EMEA, TE Connec�vity, Bensheim, Germany

Ingrid Jägering

Member of the Supervisory Board, SAF-HOLLAND SE, Bessenbach, Germany (first appointment in 2019, term of office un�l the 2024 Annual General Mee�ng)
Member of the Supervisory Board, SAF-HOLLAND GmbH, Bessenbach, Germany
Member of the Board of Management, STIHL AG, Waiblingen, Germany
Member of the Supervisory Board, Hensoldt AG, Tau�irchen, Germany
Deputy Chairwoman of the Board of Directors, Wegmann Unternehmens-Holding GmbH & Co. KG, Fürstenfeldbruck, Germany

Jurate Keblyte

Member of the Supervisory Board, SAF-HOLLAND SE, Bessenbach, Germany (first appointment in 2023, term of office un�l the 2024 Annual General Mee�ng)
Member of the Management Board and CFO, GRAMMER AG, Ursensollen, Germany
Member of the Supervisory Board, Otobock SE & Co. KGaA, Duderstadt, Germany
Member of the Supervisory Board, HAWE Hydraulik SE, Aschheim, Germany

Carsten Reinhardt

Member of the Supervisory Board, SAF-HOLLAND SE, Bessenbach, Germany (first appointment in 2017, term of office un�l the 2024 Annual General Mee�ng)
Independent Senior Consultant
Member of the Board of Directors, Stoneridge, Inc., Novi, MI, USA
Deputy Chairman of the Board of Directors, Grundfos Holding A/S, Bjerringbro, Denmark
Chairman of the Advisory Board, tmax Holding GmbH (formerly Tegimus Holding GmbH), Mannheim, Germany
Member of the Advisory Board, Beinbauer Automo�ve GmbH & Co. KG, Büchlberg, Germany
Member of the Advisory Board, WEZAG GmbH & Co. KG, Stadtallendorf, Germany
Member of the Advisory Board, Michigan Capital Advisors, Bloomfield Hills, Michigan, USA
Member of the Strategic Advisory Board, Braemar Energy Ventures, New York, NY, USA

To our Shareholders
Remuneration Report 2023

Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

MANAGEMENT BOARD

Alexander Geis

Chairman of the Management Board and Chief Execu�ve Officer (CEO), SAF-HOLLAND SE, Bessenbach, Germany
Managing Director of SAF-HOLLAND GmbH, Bessenbach, Germany, other mandates at Group companies

Frank Lorenz-Dietz

Member of the Management Board and Chief Financial Officer (CFO), SAF-HOLLAND SE, Bessenbach, Germany
Managing Director of SAF-HOLLAND GmbH, Bessenbach, Germany, other mandates at Group companies

Wilfried Trepels

Member of the Management Board and Chief Financial Officer (CFO), SAF-HOLLAND SE, Bessenbach, Germany (un�l 03/2023)
Managing Director of SAF-HOLLAND GmbH, Bessenbach, Germany, other mandates at Group companies (un�l 03/2023)

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report

Declaration of the Legal Representatives

Additional Information

INDEPENDENT AUDITOR'S REPORT

To SAF-HOLLAND SE, Bessenbach

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE GROUP MANAGEMENT REPORT

AUDIT OPINIONS

We have audited the consolidated financial statements of SAF-HOLLAND SE, Bessenbach, and its subsidiaries (the Group), which comprise the consolidated statement of financial posi�on as at 31 December 2023, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2023, and notes to the consolidated financial statements, including material accoun�ng policy informa�on. In addi�on, we have audited the group management report of SAF-HOLLAND SE, which is combined with the Company's management report, for the financial year from 1 January to 31 December 2023. In accordance with the German legal requirements, we have not audited the content of the disclosures marked as unaudited contained in the subsec�on "Adequacy and effec�veness of the overall risk management and internal control system" of the sec�on "Risk and opportunity report" as well as in the subsec�on "Focus of sustainability ac�vi�es" of the sec�on "Sustainability" of the group management report..

In our opinion, on the basis of the knowledge obtained in the audit,

— the accompanying consolidated financial statements comply, in all material respects, with the IFRSs as adopted by the EU and the addi�onal requirements of German commercial law pursuant to § [Ar�cle] 315e Abs. [paragraph] 1 HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabili�es, and financial posi�on of the Group as at 31 December 2023, and of its financial performance for the financial year from 1 January to 31 December 2023, and

— the accompanying group management report as a whole provides an appropriate view of the Group's posi�on. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportuni�es and risks of future development. Our audit opinion on the group management report does not cover the content of the disclosures in the subsec�on "Adequacy and effec�veness of the overall risk management and internal control system" of the sec�on "Risk and opportunity report" as well as in the subsec�on "Focus of sustainability ac�vi�es" of the sec�on "Sustainability" referred to above.

Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any reserva�ons rela�ng to the legal compliance of the consolidated financial statements and of the group management report.

BASIS FOR THE AUDIT OPINIONS

We conducted our audit of the consolidated financial statements and of the group management report in accordance with § 317 HGB and the EU Audit Regula�on (No. 537/2014, referred to subsequently as "EU Audit Regula- �on") in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Ins�tut der Wirtscha�sprüfer [Ins�tute of Public Auditors in Germany] (IDW). Our responsibili�es under those requirements and principles are further described in the "Auditor's Responsibili�es for the Audit of the Consolidated Financial Statements and of the Group Management Report" sec�on of our auditor's report. We are independent of the group en��es in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibili�es in accordance with these requirements. In addi�on, in accordance with Ar�cle 10 (2) point (f) of the EU Audit Regula�on, we declare that we have not provided non-audit services prohibited under Ar�cle 5 (1) of the EU Audit Regula�on. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

	Additional Information
--	------------------------

KEY AUDIT MATTERS IN THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Key audit maters are those maters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January to 31 December 2023. These maters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon; we do not provide a separate audit opinion on these maters.

In our view, the maters of most significance in our audit were as follows:

❶ Accoun�ng treatment of the first-�me consolida�on of Haldex AB
❷ Recoverability of goodwill

Our presenta�on of these key audit maters has been structured in each case as follows:

① Mater and issue
② Audit approach and findings
③ Reference to further informa�on

Hereina�er we present the key audit maters:

❶ Accoun�ng treatment of the first-�me consolida�on of Haldex AB

① In the previous finincal year 2022, SAF-HOLLAND SE acquired 46,656,597 shares or 95.9% of the shares in Haldex AB, based in Landskrona, Sweden. With the closure of the merger control clearance procedure on 21 Februrary 2023, SAF -HOLLAND SE has gained control over Haldex AB and accounted for the acquisi�on as a business combina�on using the acquisi�on method in accordance with IFRS 3. In the context of the purchase price alloca�on, the iden�fiable assets as well as assumed liabili�es and con�ngent liabili�es of the company acquired were recognized at their fair values. Due to the �me lag between the payment of the purchase price in August 2022 and the first-�me consolida�on, the considera�on transferred has been determined as fair value using a discounted cash flow model and amounted to € 293 million. Taking into account the acquired net assets of € 255 million (in real�on to 100%) that are to be allocated to the Company, this resulted in a posi�ve difference from capital consolida�on of € 50 million. Due to the uncertain�es in the es�ma�ons made in connec�on with the measurement of assets and liabili�es as part of the purchase price alloca�on, as well as the overall material impact of the amounts involved in the acquisi�on on the assets, liabili�es, financial posi�on and financial performance of the SAF-HOLLAND Group, this mater was of par�cular significance in the context of our audit

② As part of our audit of the accoun�ng treatment of the acquis�on we inspected the respec�ve contractual agreements of the acquisi�on as well as the an�-trust clearance and verified the determina�on of the considera- �on transferred. Based on that, we assessed the opening balance sheet underlying the acquisi�on based on the fair values at the �me of first-�me consolida�on. This involved, among other things, assessing the appropriateness of the models on which the valua�on were based as well as the valua- �on parameters and assump�ons used. Given the special features rela�ng to the calcula�on of the fair values within the context of the purchase price alloca�on, we received support in our assessment from our valua�on specialists. We also evaluated the disclosures in the notes to the financial statements as required by IFRS 3. Overall, we were able to sa�sfy ourselves that accoun�ng treatment of the acquisi�on was presented appropriately and that the es�mates and assump�ons made by the execu�ve directors are comprehensible and adequately substan�ated.

③ The Company's disclosures on the first-�me consolida�on are included in sec�ons 3, subsec�on "Acquisi�on of Haldex AB" of the notes to the consolidated financial statements.

❷ Recoverability of goodwill

① In the Company's consolidated financial statements goodwill amoun�ng in total to € 128,839 thousand (7.8% of total assets or 27.0% of equity) is reported under the "Goodwill" balance sheet item. Goodwill is tested for impairment by the Company once a year or when there are indica�ons of impairment to determine any possible need for write-downs. The impairment test is carried out at the level of the groups of cash-genera�ng units to which the relevant goodwill is allocated. The carrying amount of the relevant cash-genera�ng units, including goodwill, is compared with the corresponding recoverable amount in the context of the impairment test. The

182
190

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

recoverable amount is generally determined using the value in use. The present value of the future cash flows from the respec�ve group of cash-genera�ng units normally serves as the basis of valua�on. Present values are calculated using discounted cash flow models. For this purpose, the adopted medium-term business plan of the Group forms the star�ng point which is extrapolated based on assump�ons about long-term rates of growth. Expecta�ons rela�ng to future market developments and assump�ons about the development of macroeconomic factors on the business ac�vi�es of the Group are also taken into account. The discount rate used is the weighted average cost of capital for the respec-�ve group of cash-genera�ng units. The impairment test determined that no write-downs were necessary.

The outcome of this valua�on is dependent to a large extent on the es� mates made by the execu�ve directors with respect to the future cash inflows from the respec�ve group of cash-genera�ng units, the discount rate used, the rate of growth and other assump�ons, and is therefore, subject to considerable uncertainty. Against this background and due to the complex nature of the valua�on, this mater was of par�cular significance in the context of our audit.

② As part of our audit, we assessed the methodology used for the purposes of performing the im-pairment test, among other things. A�er matching the future cash inflows used for the calcula-�on against the adopted medium-term business plan of the Group, we assessed the appropriateness of the calcula�on, in par�cular by reconciling it with general and sector-specific market expecta�ons. In this connec�on, we also evaluated the assessment of the execu�ve directors regarding the effects of the macroeconomic factors on the business ac�vi�es of the Group and examined how they were taken into account in determining the future cash flows.In the knowledge that even rela�vely small changes in the discount rate applied can have a material impact on the value of the en�ty calculated in this way, we focused our tes�ng in par�cular on the parameters used to determine the discount rate applied, and assessed the calcula�on model. In order to reflect the uncertainty inherent in the projec�ons, we evaluated the sensi�vity analyses performed by the Company. In doing so, we determined that, taking into account the informa�on available, the carrying amounts of the cash-genera�ng units, including the allocated goodwill, were adequately covered by the discounted future cash flows.

Overall, the valua�on parameters and assump�ons used by the execu�ve directors are comprehensible overall and are also within what we consider to be reasonable ranges.

③ The Company's disclosures on the "Goodwill" balance sheet item are contained in sec�on 6.1 of the notes to the consolidated financial statements.

OTHER INFORMATION

The execu�ve directors are responsible for the other informa�on. The other informa�on comprises the disclosures marked as unaudited contained in the subsec�on "Adequacy and effec�veness of the overall risk management and internal control system" of the sec�on "Risk and opportunity report" as well as in the subsec�on "Focus of sustainability ac�vi�es" of the sec�on "Sustainability" of the group management report as an audited part of the group management report.

The other informa�on comprises further

the statement on corporate governance pursuant to § 289f HGB and § 315d HGB
the separate non-financial report to comply with §§ 289b to 289e HGB and §§ 315b to 315c HGB
the remunera�on report pursuant to § 162 AktG [Ak�engesetz: German Stock Corpora�on Act], for which the supervisory board is also responsible
all remaining parts of the annual report excluding cross-references to external informa�on – with the excep�on of the audited consolidated financial statements, the audited group management report and our auditor's report

Our audit opinions on the consolidated financial statements and on the group management report do not cover the other informa�on, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Mandates of the Supervisory Board/Management Board

Independent Auditor's Report
Declaration of the Legal Representatives

Additional Information

In connec�on with our audit, our responsibility is to read the other informa�on men�oned above and, in so doing, to consider whether the other informa�on

is materially inconsistent with the consolidated financial statements, with the group management report disclosures audited in terms of content or with our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

RESPONSIBILITIES OF THE EXECUTIVE DIRECTORS AND THE SUPERVISORY BOARD FOR THE CONSOLIDATED FINANCIAL STATEMENTS AND THE GROUP MANAGEMENT REPORT

The execu�ve directors are responsible for the prepara�on of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the addi�onal requirements of German commercial law pursuant to § 315e Abs. 1 HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabili�es, financial posi�on, and financial performance of the Group. In addi�on, the execu�ve directors are responsible for such internal control as they have determined necessary to enable the prepara�on of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial repor�ng and misappropria�on of assets) or error.

In preparing the consolidated financial statements, the execu�ve directors are responsible for assessing the Group's ability to con�nue as a going concern. They also have the responsibility for disclosing, as applicable, maters related to going concern. In addi�on, they are responsible for financial repor�ng based on the going concern basis of accoun�ng unless there is an inten�on to liquidate the Group or to cease opera�ons, or there is no realis�c alterna�ve but to do so.

Furthermore, the execu�ve directors are responsible for the prepara�on of the group management report that, as a whole, provides an appropriate view of the Group's posi�on and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportuni�es and risks of future development. In addi�on, the execu�ve directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the prepara�on of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the asser�ons in the group management report.

The supervisory board is responsible for overseeing the Group's financial repor�ng process for the prepara�on of the consolidated financial statements and of the group management report.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE GROUP MANAGEMENT REPORT

Our objec�ves 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 whether the group management report as a whole provides an appropriate view of the Group's posi�on and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportuni�es and risks of future development, as well as to issue an auditor's report that includes our audit opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU Audit Regula�on and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Ins�tut der Wirtscha�sprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this group management report.

We exercise professional judgment and maintain professional skep�cism throughout the audit. We also:

— Iden�fy and assess the risks of material misstatement of the consolidated financial statements and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

Remuneration Report 2023

Combined Management Report

Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

appropriate to provide a basis for our audit opinions. The risk of not detec�ng a material misstatement resul�ng from fraud is higher than for one resul�ng from error, as fraud may involve collusion, forgery, inten- �onal omissions, misrepresenta�ons, or the override of internal controls.

Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effec�veness of these systems.
Evaluate the appropriateness of accoun�ng policies used by the execu- �ve directors and the reasonableness of es�mates made by the execu- �ve directors and related disclosures.
Conclude on the appropriateness of the execu�ve directors' use of the going concern basis of accoun�ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi- �ons that may cast significant doubt on the Group's ability to con�nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw aten�on in the auditor's report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respec�ve audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or condi�ons may cause the Group to cease to be able to con�nue as a going concern.
Evaluate the overall presenta�on, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transac�ons and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabili�es, financial posi�on and financial performance of the Group in compliance with IFRSs as adopted by the EU and the addi�onal requirements of German commercial law pursuant to § 315e Abs. 1 HGB.
Obtain sufficient appropriate audit evidence regarding the financial informa�on of the en��es or business ac�vi�es within the Group to express audit opinions on the consolidated financial statements and on the group management report. We are responsible for the direc�on, supervision and performance of the group audit. We remain solely responsible for our audit opinions.
Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with German law, and the view of the Group's posi�on it provides.
Perform audit procedures on the prospec�ve informa�on presented by the execu�ve directors in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in par�cular, the significant assump�ons used by the execu�ve directors as a basis for the prospec�ve informa�on, and evaluate the proper deriva�on of the prospec�ve informa�on from these assump�ons. We do not express a separate audit opinion on the prospec�ve informa�on and on the assump- �ons used as a basis. There is a substan�al unavoidable risk that future events will differ materially from the prospec�ve informa�on.

We communicate with those charged with governance regarding, among other maters, the planned scope and �ming of the audit and significant audit findings, including any significant deficiencies in internal control that we iden�fy during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all rela�onships and other maters that may reasonably be thought to bear on our independence, and where applicable, ac�ons taken to eliminate threats or safeguards applied.

From the maters communicated with those charged with governance, we determine those maters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit maters. We describe these maters in our auditor's report unless law or regula�on precludes public disclosure about the mater.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

OTHER LEGAL AND REGULATORY REQUIREMENTS

REPORT ON THE ASSURANCE ON THE ELECTRONIC RENDERING OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE GROUP MANAGEMENT REPORT PREPARED FOR PUBLICATION PURPOSES IN ACCORDANCE WITH § 317 ABS. 3A HGB

ASSURANCE OPINION

We have performed assurance work in accordance with § 317 Abs. 3a HGB to obtain reasonable assurance as to whether the rendering of the consolidated financial statements and the group management report (hereina�er the "ESEF documents") contained in the electronic file SAF-HOL-LAND_SE_KA+LB_ESEF-2023-12-31.zip and prepared for publica�on purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic repor�ng format ("ESEF format"). In accordance with German legal requirements, this assurance work extends only to the conversion of the informa�on contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the informa�on contained within these renderings nor to any other informa�on contained in the electronic file iden�fied above.

In our opinion, the rendering of the consolidated financial statements and the group management report contained in the electronic file iden�fied above and prepared for publica�on purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from 1 January to 31 December 2023 contained in the "Report on the Audit of the Consolidated Financial Statements and on the Group Management Report" above, we do not express any assurance opinion on the informa�on contained within these renderings or on the other informa�on contained in the electronic file iden�fied above.

BASIS FOR THE ASSURANCE OPINION

We conducted our assurance work on the rendering of the consolidated financial statements and the group management report contained in the electronic file iden�fied above in accordance with § 317 Abs. 3a HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering, of Financial Statements and Management Reports, Prepared for Publica�on Purposes in Accordance with § 317 Abs. 3a HGB (IDW AsS 410 (06.2022)) and the Interna�onal Standard on Assurance Engagements 3000 (Revised). Our responsibility in accordance therewith is further described in the "Group Auditor's Responsibili�es for the Assurance Work on the ESEF Documents" sec�on. Our audit firm applies the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)).

RESPONSIBILITIES OF THE EXECUTIVE DIRECTORS AND THE SUPERVISORY BOARD FOR THE ESEF DOCUMENTS

The execu�ve directors of the Company are responsible for the prepara�on of the ESEF documents including the electronic rendering of the consolidated financial statements and the group management report in accordance with § 328 Abs. 1 Satz 4 Nr. [number] 1 HGB and for the tagging of the consolidated financial statements in accordance with § 328 Abs. 1 Satz 4 Nr. 2 HGB.

In addi�on, the execu�ve directors of the Company are responsible for such internal control as they have considered necessary to enable the prepara- �on of ESEF documents that are free from material non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic repor�ng format, whether due to fraud or error.

The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part of the financial repor�ng process.

GROUP AUDITOR'S RESPONSIBILITIES FOR THE ASSURANCE WORK ON THE ESEF DOCUMENTS

Our objec�ve is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error. We exercise professional judgment and maintain professional skep�cism throughout the assurance work. We also:

— Iden�fy and assess the risks of material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity	�on for this electronic file.
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives
Additional Information

Obtain an understanding of internal control relevant to the assurance work on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effec�veness of these controls.
Evaluate the technical validity of the ESEF documents, i.e., whether the electronic file containing the ESEF documents meets the requirements of the Delegated Regula�on (EU) 2019/815 in the version in force at the date of the consolidated financial statements on the technical specifica-
Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the audited consolidated financial statements and to the audited group management report.
Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Ar�cles 4 and 6 of the Delegated Regula�on (EU) 2019/815, in the version in force at the date of the consolidated financial statements, enables an appropriate and complete machine-readable XBRL copy of the XHTML rendering.

FURTHER INFORMATION PURSUANT TO ARTICLE 10 OF THE EU AUDIT REGULATION

We were elected as group auditor by the annual general mee�ng on 23 May 2023. We were engaged by the supervisory board on 2 November 2023. We have been the group auditor of the SAF-HOLLAND SE, Bessenbach, without interrup�on since the financial year 2020.

We declare that the audit opinions expressed in this auditor's report are consistent with the addi�onal report to the audit commitee pursuant to Ar�cle 11 of the EU Audit Regula�on (long-form audit report).

REFERENCE TO AN OTHER MATTER– USE OF THE AUDITOR'S REPORT

Our auditor's report must always be read together with the audited consolidated financial statements and the audited group management report as well as the assured ESEF documents. The consolidated financial statements and the group management report converted to the ESEF format – including the versions to be filed in the company register – are merely electronic renderings of the audited consolidated financial statements and the audited group management report and do not take their place. In par�cular, the "Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements and the Group Management Report Prepared for Publica�on Purposes in Accordance with § 317 Abs. 3a HGB" and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form.

GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT

The German Public Auditor responsible for the engagement is Stefan Hartwig.

Frankfurt am Main, 7 March, 2024 PricewaterhouseCoopers GmbH Wirtscha�sprüfungsgesellscha�

sgd. Stefan Hartwig	sgd. Richard Gudd
Wirtscha�sprüfer	Wirtscha�sprüfer
[German Public Auditor]	[German Public Auditor]

To our Shareholders
Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Mandates of the Supervisory Board/Management Board
Independent Auditor's Report
Declaration of the Legal Representatives

DECLARATION OF THE LEGAL REPRESENTATIVES

To the best of our knowledge, and in accordance with the applicable financial repor�ng principles, the consolidated financial statements give a true and fair view of the sales and earnings performance, net assets and cash flows of the Group, and the combined Group's management report includes a fair review of the development and performance of the Group's business and posi�on, together with a descrip�on of the principal opportuni�es and risks associated with the expected development of the Group.

Bessenbach, March 7, 2024

SAF-HOLLAND SE

Alexander Geis Frank Lorenz-Dietz

Chairman of the Member of the Management Board Management Board and Chief Execu�ve Officer (CEO) and Chief Financial Officer (CFO

198 Multi-year Overview
199 Explanation of Financial Ratios and Alternative Performance Measures
201 Financial Calendar and Contact
202 Imprint

To our Shareholders Remuneration Report 2023 Combined Management Report Consolidated Financial Statements Additional Information Multi-year Overview Explanation of Financial Ratios and

Alternative Performance Measures Financial Calendar and Contact

Imprint

MULTI-YEAR OVERVIEW

Results of operations
	Q1-Q4 2023	Q1-Q4 2022	Q1-Q4 2021	Q1-Q4 2020	Q1-Q4 2019
Sales	2,106,170	1,565,089	1,246,583	959,519	1,284,155
Adjusted gross profit	425,518	266,800	216,738	178,831	217,598
Adjusted gross profit margin in %	20.2%	17.0%	17.4%	18.6%	16.9%
Adjusted EBITDA	264,127	162,695	132,105	98,126	114,129
Adjusted EBITDA margin in %	12.5%	10.4%	10.6%	10.2%	8.9%
Adjusted EBIT	202,051	124,601	93,128	58,799	79,816
Adjusted EBIT margin in %	9.6%	8.0%	7.5%	6.1%	6.2%
Adjusted result for the period with non-controlling interests	119,075	82,635	61,281	34,494	49,756
Adjusted result for the period without non-controlling interests	118,486	82,489	61,222	34,113	48,438
Net assets (equity + liabilities)
in kEUR	12/31/2023	12/31/2022	12/31/2021	12/31/2020	12/31/2019
Balance sheet total	1,651,739	1,498,423	1,014,267	920,486	979,244
Equity	475,969	441,354	371,070	300,463	318,007
Equity ratio in %	28.8%	29.5%	36.6%	32.6%	32.5%
Financial position
in kEUR	Q1-Q4 2023	Q1-Q4 2022	Q1-Q4 2021	Q1-Q4 20201	Q1-Q4 20191
Net cash flow from operating activities	202,726	153,392	39,651	137,922	90,546
Net cash flow from investing activities (property, plant and equipment / intangible assets)	-60,005	-33,358	-23,528	-23,675	-47,727
Operating free cash flow	142,721	120,034	16,123	114,247	42,819
Net cash flow from investing activities (acquisition of subsidiaries)	42,579	-289,650	-	-	-10,852
Total free cash flow	185,300	-169,616	16,123	114,247	31,967
Yield
in %	Q1-Q4 2023	Q1-Q4 2022	Q1-Q4 2021	Q1-Q4 2020	Q1-Q4 2019
Return on Capital Employed (ROCE)	20.8%	12.9%	15.7%	11.1%	5.5%
Employees
	12/31/2023	12/31/2022	12/31/2021	12/31/2020	12/31/2019
Employees on the balance sheet date	5,927	3,768	3,572	3,369	3,924

All figures shown are rounded; minor discrepancies may arise from addi�ons to these amounts.

The figures presented show the currently valid figures. Due to changes in accoun�ng standards, the introduc�on of IFRS 16, the previous year's figures may only be comparable with figures from previous years' publica�ons, for example, to a limited extent

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Additional Information

Multi-year Overview

Explanation of Financial Ratios and Alternative Performance Measures

Financial Calendar and Contact

Imprint

EXPLANATION OF FINANCIAL RATIOS AND ALTERNATIVE PERFORMANCE MEASURES

SAF-HOLLAND SE prepares its financial repor�ng in accordance with Interna�onal Financial Repor�ng Standards (IFRS). In addi�on, SAF-HOLLAND SE uses "alterna�ve performance measures" (APM). APMs are company-specific key figures whose calcula�on does not result directly from statutory regula�ons or accoun�ng standards. They are calculated in part by making company-specific adjustments to certain financial performance indicators, such as adjus�ng financial performance indicators for special effects. APMs are used both internally for management purposes and for external communica�on and repor�ng purposes to various stakeholders.

A

Adjusted EBIT

Earnings before interest and taxes (EBIT) are adjusted for non-recurring effects such as deprecia�on and amor�sa�on of property, plant and equipment and intangible assets due to the purchase price alloca�on (PPA), reversals and impairments, restructuring and transac�on costs as well as valua�on effects from op�on valua�ons.

Adjusted EBIT margin

Adjusted EBIT / sales x 100.

Adjusted EBITDA

Adjusted EBIT plus deprecia�on and amor�sa�on of property, plant and equipment and intangible assets (excluding PPA).

C

Capital Employed

Equity plus current and non-current loans and borrowings, current and non-current lease liabili�es and pensions less cash and cash equivalents.

Cash conversion rate

Ra�o of cash flow from opera�ng ac�vi�es before income tax payments to EBITDA.

EBIT

Earnings Before Interest and Taxes

EBITDA

Earnings Before Interest, Taxes and Deprecia�on / Amor�za�on

Equity ra�o

Ra�o of equity to total capital (= balance sheet total)

F

FAAC (Financial assets at amor�zed cost)

Financial assets measured at amor�zed cost.

Free cash flow

Net cash flow from opera�ng ac�vi�es less investments in property, plant and equipment and intangible assets.

Free opera�ng cash flow

Net cash flow from operating activities less net cash flow from investing activities (acquisition of property, plant and equipment and intangible assets less proceeds from the sale of property, plant and equipment).

FLAC (Financial liabili�es at amor�zed costs)

Financial liability measured at amor�zed cost

FLtPL (Financial liabili�es at fair value through profit and loss) Financial liability measured at fair value with an effect on profit and loss.

FLHfT (Financial liabili�es held for trading) Financial liabili�es held for trading

191

199

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Additional Information

Multi-year Overview

Explanation of Financial Ratios and Alternative Performance Measures

Financial Calendar and Contact

Imprint

Gross margin Gross profit on sales / sales revenue x 100

Investment ra�o

Investments in property, plant and equipment and intangible assets / sales x 100.

L

Leverage ra�o Net financial debt / EBITDA

N

Net financial debt

Total non-current and current liabili�es from interest-bearing loans and bonds as well as current and non-current lease liabili�es less cash and cash equivalents.

Net working capital

Inventories plus trade receivables less trade payables.

Net working capital ra�o

Ra�o of net working capital to sales over the last twelve months.

P

Payout ra�o

Share of the total dividend (distribu�on amount) in rela�on to the profit for the period or the profit for the period atributable to the shareholders of the parent company.

Purchase price alloca�on (PPA)

Distribu�on of the acquisi�on costs of a company acquisi�on to the iden�fiable assets, liabili�es and con�ngent liabili�es of the (acquired) subsidiary.

R

R&D ra�o

R&D costs plus capitalized development costs / sales revenue x 100

Restructuring and transac�on expenses

Restructuring and transaction expenses are defined as expenses incurred outside of normal operating activities. These expenses include expenses for the acquisition of companies, restructuring within the Group, one-time expenses such as expenses in connection with cyberattacks or post-merger integration as well as value adjustments and impairments and severance payments for executives. The definition of restructuring and transaction costs used is not congruent with the definition of restructuring used in IAS 37.

ROCE (Return on Capital Employed)

Adjusted EBIT of the last twelve months in rela�on to average capital employed.

T

Tax ra�o

Income taxes according to the income statement / earnings before taxes x 100.

Total liquidity

Total cash and cash equivalents and other short-term investments as well as the agreed credit line.

W

WACC (Weighted Average Cost of Capital) Weighted average cost of capital.

Remuneration Report 2023

Combined Management Report

Consolidated Financial Statements

Additional Information

Multi-year Overview

Explanation of Financial Ratios and Alternative Performance Measures

Financial Calendar and Contact

Imprint

FINANCIAL CALENDAR AND CONTACTS

FINANCIAL CALENDAR

May 8, 2024 Publica�on of the Quarterly Statement Q1 2024

June 11, 2024 Annual General Mee�ng 2024

August 8, 2024 Publica�on of the Half‐Year Financial Report 2024

November 12, 2024 Publica�on of the Quarterly Statement Q3 2024

CONTACTS

Dana Unger Phone: + 49 6095 301 949

Alexander Pöschl Phone: + 49 6095 301 117

Michael Schickling Phone: + 49 6095 301 617

E‐MAIL ir@sa�olland.de

WEBSITE www.sa�olland.com

Remuneration Report 2023
Combined Management Report
Consolidated Financial Statements
Additional Information

Multi-year Overview

Explanation of Financial Ratios and Alternative Performance Measures

Financial Calendar and Contact

Imprint

IMPRINT

PUBLISHER

SAF-HOLLAND SE Hauptstraße 26 63856 Bessenbach Germany

PUBLICATION DATE

March 14, 2024

PHOTO CREDITS

Title: nadla / E+ via Gety Images

Produced in-house with firesys.

DISCLAIMER

This Annual Report is also available in German. In case of doubt, the German version takes precedence. The key figures in this report have been commercially rounded. In some cases, rounding can result in figures in this report not adding up exactly to the totals shown and percentages may not add up precisely to the figures shown. This report contains certain statements that are neither financial results nor historical informa�on. This report contains forward-looking statements. Such forward-looking statements are based on certain assump�ons and expecta�ons at the �me of publica�on of this report. They are therefore subject to risks and uncertain�es and actual events may differ materially from those described in the forward-looking statements. Many of these risks and uncertain�es are determined by factors that are beyond the control of SAF-HOLLAND SE and cannot be es�mated with certainty today. These include future market condi�ons and economic developments, the behavior of other market par�cipants, the achievement of expected synergy effects as well as legal and poli�cal decisions. Readers are cau�oned that the statements on future developments made here only reflect the state of knowledge at the �me of this publica�on. SAF-HOLLAND SE does not undertake any obliga�on to publicly release any revisions to these forward-looking statements to reflect events or circumstances a�er the date of publica�on of these materials.

WWW.SAFHOLLAND.COM

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6218_10-k_2024-03-14_c10c1bbe-696c-46dc-b2fd-1f8332c04759.pdf

one global partner stronger together

KEY FIGURES

RESULTS OF OPERATIONS

FINANCIAL POSITION

EMPLOYEES

NET ASSETS (EQUITY + LIABILITIES)

Contents

PORTRAIT

SAF-HOLLAND WORLDWIDE

MANAGEMENT BOARD

Alexander Geis

Frank Lorenz-Dietz

To our Shareholders Letter from the Chairman of the Management Board Report of the Supervisory Board SAF-HOLLAND on the Capital Market Remuneration Report 2023 Combined Management Report Consolidated Financial Statements

DEAR SHAREHOLDERS,

Stronger Together – Greater resilience thanks to the integra�on of Haldex

Successful execu�on of Strategy 2025

Sustainability a key element of the company philosophy

Well prepared for 2024

REPORT OF THE SUPERVISORY BOARD

DEAR SHAREHOLDERS,

COOPERATION BETWEEN THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

Members and mandates of the Supervisory Board

Members and mandates of the Supervisory Board

MEETINGS OF THE SUPERVISORY BOARD

Participation overview

WORK OF THE COMMITTEES

Audit Commitee

Nomina�on and Remunera�on Commitee

CONFLICTS OF INTEREST

CORPORATE GOVERNANCE

AUDIT OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS AND BALANCE SHEET MEETING

CHANGES IN THE MANAGEMENT BOARD AND SUPERVISORY BOARD

SAF-HOLLAND ON THE CAPITAL MARKET

STOCK MARKET AND SHARE PRICE DEVELOPMENT IN 2023 SAF-HOLLAND SHARE STRONGLY OUTPERFORMS SDAX

INCREASE IN TRADING VOLUME AND DAILY TURNOVER OF THE SAF‐HOLLAND SHARE

INDEX RANKING: SOLIDLY POSITIONED IN THE SDAX

INTENSIFIED INVESTOR RELATIONS ACTIVITIES IN EUROPE AND THE US

IN CONTINUOUS CONTACT WITH ALL STAKEHOLDERS

EXTENSIVE PROVISION OF INFORMATION AND DIRECT CONTACT

PREDOMINANTLY BUY RECOMMENDATIONS FOR THE SAF‐HOLLAND SHARE

Analyst ratings as of December 31, 2023

INTERNATIONAL SHAREHOLDER STRUCTURE

Voting rights notifications > 3% as of December 31, 2023

ANNUAL GENERAL MEETING 2023 APPROVES ALL ITEMS ON THE AGENDA AND RESOLVES DIVIDEND OF EUR 0.60 PER SHARE

SIGNIFICANTLY INCREASED DIVIDEND PROPOSAL OF EUR 0.85 PER SHARE FOR FINANCIAL YEAR 2023 REFLECTS INCREASED EARNINGS POWER

SOLID CREDIT RATING

"BBB‐" INVESTMENT GRADE RATING – STABLE OUTLOOK

Remuneration Report 2023

REMUNERATION REPORT 2023

COMPOSITION OF THE MANAGEMENT BOARD

MANAGEMENT BOARD REMUNERATION

BASIC PRINCIPLES OF REMUNERATION

SUMMARY OF MANAGEMENT BOARD REMUNERATION IN 2023

Remuneration system

TARGET REMUNERATION AND MAXIMUM REMUNERATION

Target compensation and maximum compensation for the year 2023

Overview of the maximum remuneration of Management Board members:

Maximum limits of remuneration (maximum remuneration)

APPROPRIATENESS OF MANAGEMENT BOARD REMUNERATION

Vertical remuneration

comparison

NON-PERFORMANCE-BASED FIXED REMUNERATION

Fixed annual base salary

Fringe benefits

PERFORMANCE-BASED VARIABLE REMUNERATION

Short-term variable remuneration (STI)

Basic structure

Overview of the targets and their percentage weighting: To our Shareholders

Calculation of the STI payout:

The individual targets and the common Sustainable target for 2022 are listed in the following table:

Individual and sustainability targets

The individual targets and the common Sustainable target for 2023 are listed in the following table:

Target achievement

STI overall target achievement 2022

STI overall target achievement 2023

Long-term variable remuneration (LTI)

Basic structure

The calculation of the PSUP payout is as follows: